All Listing Orders indicate agreement with the Member Agreement that is in effect at the time of the order.
This Agreement is made by and between Retreat Finder and the organization named on the Listing Order Form ("Member").
Retreat Finder provides information and other services relating to retreats, primarily through the Retreat Finder Internet site, www.RetreatFinder.com (the "Site") and related sites.
Member desires to have information about Member's services and/or products and contact information ("Member Information") accessible to users at the Site.
Retreat Finder agrees to make Member Information accessible to users at the Site. In return, Member agrees to pay Retreat Finder fees for listings of Member Information in accordance to listing type and level requested. The listings are requested by Member in one or more Listing Order Forms or via email, written or verbal agreement (attached and incorporated into this Agreement).
Now therefore, for good and valuable consideration, the parties agree as follows:
1. Retreat Finder Responsibilities
1.1 Retreat Finder is solely responsible for the development, operation, and maintenance of the Site. These responsibilities include, without limitation: a) posting Member Information on the Site and b) providing Site visitors with a link from the Site to Member's own separate Internet site and email address (if supplied). Member Information will consist of text and images provided by Member.
1.2 Retreat Finder reserves the right to refuse to post or to take down Member Information that is not in keeping with Retreat Finder standards.
2. Member Responsibilities
2.1 Member will be solely responsible for the accuracy of the Member Information provided to Retreat Finder.
2.2 Member warrants that it is the sole owner of all rights in the Member Information and that none of the Member Information: (a) is subject to any restrictions, encumbrances, agreements, or other rights of third parties of any kind or nature which would prevent or affect the grant of the license in the Intellectual Property Rights section of this Agreement (Section 4); (b) infringes any copyright, trademark, trade secret, or other proprietary right of any third party; or (c) is the subject of any notice of such infringement received by Member. Member has obtained the necessary clearances that will permit the use of the Member Information from all individuals who are recognizable in the Member Information.
2.3 Member agrees to defend, indemnify, and hold harmless Retreat Finder and its sub licensees, from and against any claims, liabilities, losses, costs, damages, expenses, actions or demands, including without limitation reasonable legal and accounting fees, resulting from, arising out of, or in connection with, the breach of any obligations or warranty contained in this Agreement. Retreat Finder shall provide notice to Member promptly of any such claim, suit, or proceeding and shall assist Member, at Member's expense, in defending any such claim, suit, or proceeding.
3. Listing Fees
Listing fees will be paid by new Members within 15 days of invoice for each new or renewal listing, and within 30 days for Members in good standing. Each fee will be in accordance with the Pricing that is in effect at the time the Order is submitted.
4. Intellectual Property Rights:
Member grants to Retreat Finder a worldwide, royalty-free, nonexclusive license to directly, or through third parties, use, reproduce, adapt, distribute, broadcast, transmit, and publicly display the Member Information. Subject to the license granted herein, Member shall remain the sole owner of the copyright and other proprietary rights in the Member Information. As between Retreat Finder and Member, Retreat Finder shall remain the sole owner of all intellectual property rights in the Site and all materials relating to the Site other than the Member Information.
5. Disclaimers and Limitation of Liability
5.1 Each party acknowledges that the operation of the Site could be interrupted and may be subject to temporary shutdowns due to causes beyond Retreat Finder's reasonable control.
5.2 Except with respect to liability arising from Member's indemnification obligations, neither party shall be liable to the other for direct, indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) such as, but not limited to, loss of revenue or anticipated profits or lost business. In any event, Retreat Finder's liability shall not exceed the listing fees paid by Member for the most recent 12 month period.
6. Term and Termination
6.1 The term of this Agreement will begin on Date and will continue for a period of twelve (12) months from Date unless earlier terminated, renewed or extended in accordance with the terms of this Agreement.
6.2 Either party may terminate this Agreement on thirty (30) days written notice in the event the other party materially breaches this Agreement and fails to cure such material breach within such 30-day notice period. If cancellation is initiated by the Member and within the first twelve (12) months of this agreement, a prorated refund may be offered minus 50% of the listing fee. If the Member cancels after the initial twelve (12) months, a refund may be offered in a prorated amount up to 100% of that year?s listing fee.
6.3 This Agreement will renew automatically for successive twelve-month periods unless either party gives written notice to the other party of its intent not to renew, no less than thirty (30) days prior to the end of the previous term.
6. 4 Complimentary memberships and complimenary listings may be revoked or removed from the site at any time and for any reason by Retreat Finder. Access to complimentary listings may be denied to Member at any time and for any reason by Retreat Finder. No refund for payment will be given if Retreat Finder denies access to complimentary or unlimited listings to Member for reasons including but not limited to: inappropriate content, duplicate listings, spamming, etc.
7. General Provisions
7.1 The parties enter this Agreement as independent contractors. This Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee or agent of the other or enter into any agreement on the other's behalf or in the other's name.
7.2 In its performance of this Agreement, each party will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction.
7.3 This Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may not be assigned without the express written consent of the other party (such consent not to be unreasonably withheld), except that either party may assign or transfer this Agreement to wholly owned successors (by reason of merger, sale of all or substantially all of its assets, stock sale or otherwise) to the business of either party, and written notice will be provided of such assignment or transfer.
7.4 The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.
7.5 This Agreement and the incorporated Listing Order Form(s): a) represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter; b) may be amended or modified only by a written instrument signed by a duly authorized agent of each party; and c) will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules.
The parties herein have caused this Agreement to be duly executed as of the Date on the Listing Order Form by the placing on an order.