TERMS & CONDITIONS
The Client identified in the related Marketing Project Proposal agrees to the terms and conditions set forth below by Knighthouse Media, Inc. dba Retail & Hospitality Hub related to the project described in that Marketing Project Proposal.
1. Client Deliverables and Related Marketing Issues. Client will timely supply applicable information and materials, including without limitation, company logos and descriptions, audience personas, custom content assets, and any other items as required in the Marketing Project Proposal (together, the “Client Deliverables”). Client acknowledges that failure to supply applicable information and materials may delay the project, and that Retail & Hospitality Hub is not responsible for such a delay.
2. Intellectual Property. Retail & Hospitality Hub does not, by virtue of this Agreement, obtain any ownership interest whatsoever with respect to the Client Deliverables or to Client’s WWW site.
3. Term and Fees. The term of this Agreement shall commence upon acceptance by Client, as set forth in the Marketing Project Proposal and shall terminate upon completion of the project unless otherwise specified in the Marketing Project Proposal. Client shall pay according to the payment schedule defined in the proposal. This project shall be completed within the timeframe stated in the proposal. Postponement or delay caused by the Client due to change in scope or otherwise may result in additional fees.
4. Cancellation. Upon written notice to Retail & Hospitality Hub, Client may cancel its participation in the above detailed program for any or no reason. In case cancellation is received after signing of this Agreement, Client shall be responsible for 100% of the fee to Retail & Hospitality Hub. Retail & Hospitality Hub may cancel Client’s participation involuntarily at any time if Client breaches the terms and conditions of this agreement and any such breach has not been cured with 10 days of notice from Retail & Hospitality Hub. In such case, any deposits or prepayments will be forfeited, and Client will owe fees up to date of termination. No refunds will be made. Warranty Disclaimer. Each Party shall provide all goods and services under this Agreement on an “as is” basis. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS NOR IMPLIED, WITH RESPECT TO THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Retail & Hospitality Hub warrants that each of the content syndication projects do not infringe any patent, copyright, trade secret or other intellectual property right of any third parties. Retail & Hospitality Hub further warrants that it will perform its services in accordance with generally accepted industry standards. In the event of a breach of this warranty, Client’s exclusive remedy shall be re-performance of such unsatisfactory services.
5. Remedies & Liabilities. Client’s sole and exclusive remedies for Retail & Hospitality Hub’s default under this Agreement shall be to terminate the Agreement by written notice to Retail &Hospitality Hub in the event of a material breach and, in appropriate cases, to seek damages within the limits set forth under this section. LIMITATION OF ACTION. CLIENT AND RETAIL & HOSPITALITY HUB MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, MORE THAN ONE YEAR AFTER (a) THE CAUSE OF ACTION HAS ARISEN OR (b)HAS BEEN DISCOVERED BY THE PARTY INSTITUTING THE ACTION, WHICHEVER OCCURS LAST. LIMITATION OF LIABILITY. EACH PARTY’S AGGREGATE LIABILITY FOR ALL CASES AND CONTROVERSIES ARISING HEREUNDER SHALL NOT EXCEED THE FEE PAID BY CLIENT TO RETAIL & HOSPITALITY HUB PRIOR TO THE EVENT GIVING RISE TO THE ALLEGED CLAIM.
6. Indemnification. Each party shall indemnify and hold harmless the other party, and their third-party service contractors and their respective shareholders, owners, principals, partners, officers, directors, agents and successors and assigns from claims, costs, expenses, damages and losses, regardless of whether a lawsuit has been filed, for bodily injury, death and tangible property damage, and including settlement payments and reasonable attorneys’ fees, suffered in connection with the Agreement or bodily injury or death resulting from the acts or omissions of the other party’s officers, agents, employees or representatives. This indemnification does not cover any gross negligence or willful misconduct by either party, their third-party service contractors and their respective shareholders, owners, principals, partners, officers, directors, agents and successors and assigns.
7. Confidentiality. Because of the nature of the relationship between Retail & Hospitality Hub and Client, Client may disclose certain confidential information ("Confidential Information") to Retail & Hospitality Hub. Such Confidential Information may relate to Client's clients, business practices, software and business strategies. Confidential Information shall remain the property of Client and shall not be disclosed to any third party without the express written consent of Client (except for any information included in any of the work product produced by Retail & Hospitality Hub). Information will not be considered Confidential Information if: (i) available to the public other than by a breach of an agreement with Client; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) Independently developed by another party without access to the Confidential Information of Disclosed; (iv) known to Retail & Hospitality Hub at the time of disclosure; or (v) disclosed in compliance with applicable law or a court order.
8. Miscellaneous.
a. Excepting a change in control occurrence, Client may not assign or transfer this Agreement or any rights, interests, or obligations hereunder without Retail & Hospitality Hub’s prior written consent.
b. This Agreement may not be amended or changed except by a signed written agreement by all parties.
c. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.
d. Licenses, obligations of Confidentiality and Intellectual Property Indemnification, Remedies & Liabilities and any other terms of this Agreement, which by their nature extend beyond the date this Agreement ends, survive any termination of this Agreement.
e. If any term, provision, covenant, or restriction of this Agreement is invalid or unenforceable, the remainder of Agreement shall remain in full force and effect.
f. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions in this Agreement. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
g. Notices shall be delivered by overnight courier to the addresses at the beginning of this Agreement (which can be changed from time to time by either party with notice to the other party).
h. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of law rules.
i. Headings are for reference purposes only and have no substantive effect.
j. Retail & Hospitality Hub, in its sole discretion, determines the eligibility of any company to participate in any service. Acceptance of a contract does not imply endorsement by Retail & Hospitality Hub of the applicant’s products or services nor does rejection imply lack of merit of products or manufacturer or service provider.
The Client identified in the related Marketing Project Proposal agrees to the terms and conditions set forth below by Knighthouse Media, Inc. dba Retail & Hospitality Hub related to the project described in that Marketing Project Proposal.
1. Client Deliverables and Related Marketing Issues. Client will timely supply applicable information and materials, including without limitation, company logos and descriptions, audience personas, custom content assets, and any other items as required in the Marketing Project Proposal (together, the “Client Deliverables”). Client acknowledges that failure to supply applicable information and materials may delay the project, and that Retail & Hospitality Hub is not responsible for such a delay.
2. Intellectual Property. Retail & Hospitality Hub does not, by virtue of this Agreement, obtain any ownership interest whatsoever with respect to the Client Deliverables or to Client’s WWW site.
3. Term and Fees. The term of this Agreement shall commence upon acceptance by Client, as set forth in the Marketing Project Proposal and shall terminate upon completion of the project unless otherwise specified in the Marketing Project Proposal. Client shall pay according to the payment schedule defined in the proposal. This project shall be completed within the timeframe stated in the proposal. Postponement or delay caused by the Client due to change in scope or otherwise may result in additional fees.
4. Cancellation. Upon written notice to Retail & Hospitality Hub, Client may cancel its participation in the above detailed program for any or no reason. In case cancellation is received after signing of this Agreement, Client shall be responsible for 100% of the fee to Retail & Hospitality Hub. Retail & Hospitality Hub may cancel Client’s participation involuntarily at any time if Client breaches the terms and conditions of this agreement and any such breach has not been cured with 10 days of notice from Retail & Hospitality Hub. In such case, any deposits or prepayments will be forfeited, and Client will owe fees up to date of termination. No refunds will be made. Warranty Disclaimer. Each Party shall provide all goods and services under this Agreement on an “as is” basis. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS NOR IMPLIED, WITH RESPECT TO THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Retail & Hospitality Hub warrants that each of the content syndication projects do not infringe any patent, copyright, trade secret or other intellectual property right of any third parties. Retail & Hospitality Hub further warrants that it will perform its services in accordance with generally accepted industry standards. In the event of a breach of this warranty, Client’s exclusive remedy shall be re-performance of such unsatisfactory services.
5. Remedies & Liabilities. Client’s sole and exclusive remedies for Retail & Hospitality Hub’s default under this Agreement shall be to terminate the Agreement by written notice to Retail &Hospitality Hub in the event of a material breach and, in appropriate cases, to seek damages within the limits set forth under this section. LIMITATION OF ACTION. CLIENT AND RETAIL & HOSPITALITY HUB MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, MORE THAN ONE YEAR AFTER (a) THE CAUSE OF ACTION HAS ARISEN OR (b)HAS BEEN DISCOVERED BY THE PARTY INSTITUTING THE ACTION, WHICHEVER OCCURS LAST. LIMITATION OF LIABILITY. EACH PARTY’S AGGREGATE LIABILITY FOR ALL CASES AND CONTROVERSIES ARISING HEREUNDER SHALL NOT EXCEED THE FEE PAID BY CLIENT TO RETAIL & HOSPITALITY HUB PRIOR TO THE EVENT GIVING RISE TO THE ALLEGED CLAIM.
6. Indemnification. Each party shall indemnify and hold harmless the other party, and their third-party service contractors and their respective shareholders, owners, principals, partners, officers, directors, agents and successors and assigns from claims, costs, expenses, damages and losses, regardless of whether a lawsuit has been filed, for bodily injury, death and tangible property damage, and including settlement payments and reasonable attorneys’ fees, suffered in connection with the Agreement or bodily injury or death resulting from the acts or omissions of the other party’s officers, agents, employees or representatives. This indemnification does not cover any gross negligence or willful misconduct by either party, their third-party service contractors and their respective shareholders, owners, principals, partners, officers, directors, agents and successors and assigns.
7. Confidentiality. Because of the nature of the relationship between Retail & Hospitality Hub and Client, Client may disclose certain confidential information ("Confidential Information") to Retail & Hospitality Hub. Such Confidential Information may relate to Client's clients, business practices, software and business strategies. Confidential Information shall remain the property of Client and shall not be disclosed to any third party without the express written consent of Client (except for any information included in any of the work product produced by Retail & Hospitality Hub). Information will not be considered Confidential Information if: (i) available to the public other than by a breach of an agreement with Client; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) Independently developed by another party without access to the Confidential Information of Disclosed; (iv) known to Retail & Hospitality Hub at the time of disclosure; or (v) disclosed in compliance with applicable law or a court order.
8. Miscellaneous.
a. Excepting a change in control occurrence, Client may not assign or transfer this Agreement or any rights, interests, or obligations hereunder without Retail & Hospitality Hub’s prior written consent.
b. This Agreement may not be amended or changed except by a signed written agreement by all parties.
c. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.
d. Licenses, obligations of Confidentiality and Intellectual Property Indemnification, Remedies & Liabilities and any other terms of this Agreement, which by their nature extend beyond the date this Agreement ends, survive any termination of this Agreement.
e. If any term, provision, covenant, or restriction of this Agreement is invalid or unenforceable, the remainder of Agreement shall remain in full force and effect.
f. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions in this Agreement. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
g. Notices shall be delivered by overnight courier to the addresses at the beginning of this Agreement (which can be changed from time to time by either party with notice to the other party).
h. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of law rules.
i. Headings are for reference purposes only and have no substantive effect.
j. Retail & Hospitality Hub, in its sole discretion, determines the eligibility of any company to participate in any service. Acceptance of a contract does not imply endorsement by Retail & Hospitality Hub of the applicant’s products or services nor does rejection imply lack of merit of products or manufacturer or service provider.
