New Breed w Contract Cover Page
New Breed w Value Choice
City, State, Zip
General Campaign Description
XYZ Corp. (“XYZ” or “Partner”):
- XYZ will provide promotional banners, artwork and messages for use in the New Breed w (“NBW”) virtual mall and placement in social media tools and Wireless Gift Bags (“WGB”) used by New Breed w to promote New Breed w Value Choice.
- XYZ will provide, if mutually agreed, links to products and services it offers.
- XYZ will, when available, provide text, coupon or discount offers, video etc. for NBW to deliver to its Value Choice customers via mobile phone.
- New Breed w will sign up users and gain permission to contact them with information and offers from XYZ.
- New Breed w will promote XYZ to relevant consumers in its database as specified by XYZ.
- New Breed w will deliver content from XYZ to customers who have requested XYZ and related XYZ Corporation products once per month or as directed by XYZ and if XYZ wants to send more than once per month and the consumer accepts this activity, New Breed w will deliver these messages as part of its NBW Value Choice program.
- NBW will deliver an activity report within 15 days of Month’s end.
Media To Be Used (Suggested)
- · Wireless Gift Bags for groups indicating a desire for XYZ Services.
- · Facebook, Twitter and other relevant social media tools using NBW’s proprietary strategy.
- · Company will integrate with XYZ’s marketing programs where appropriate.
- · NBW will supply an application interface enabling XYZ to select which customers see what ads in NBW’s virtual mall.
- Payment Currency: USD
- Payment Terms:
- XYZ will offer a to be determined customer discount and/or dollar credit for said products. New Breed w will pay proceeds from any sales to XYZ less the 30% commission on the retail price (“the commission”).
- XYZ Will pay NBW 30% on an ongoing basis for the business delivered and once XYZ sends 2,000 text messages (or generates $5,000 in commission) the fee drops to 20% from the 30% noted above.
- Partner will pay $.25 for each Message (including text, coupons, contest info etc.) sent to a NBW customer that has opted to receive info from XYZ. (This service is optional). The first messages associated with subscribing to XYZ services will be sent at no cost to XYZ.
- To Be Determined CPM fee for advertising in virtual mall. XYZ will be featured in the virtual mall at no cost for at least 8 months and then it will be available in general search at no cost.
- Start Up Fee: $5,000 (this has been waived as a part of our small business waiver program).
- · Payment Schedule: All payments will be made within 30 days of the previous month end.
Start Date: 11/18/2013
End Date: 11/18/2015
General Campaign Description
- Seller provides imagery, messages, discounts, videos, links etc. for use by NBW in its offerings.
- NBW will sell the seller’s goods and services evidenced by the coding system.
- NBW will promote the seller to relevant consumers who have opted in to NBW’s network.
Media to Be Used
- Social Media Such as Facebook and Twitter
- Integration with Seller’s Existing Marketing Efforts
- Application Interface
- Seller will pay promotion and distribution fee to NBW of 30% of the amount paid for each purchase made using a voucher (see definition).
- Once an agreed upon threshold for texts sent is reached, the per-item promotion and distribution fee will be reduced to 20% of the Full Offer Value (see definitions).
- Seller will pay $.25 for each Targeted Message sent to a customer’s mobile phone. (Optional).
- Payments made to sellers within 30 days of month’s end.
Seller Account Terms and Conditions
TERMS AND CONDITIONS
This NBW Value Choice Agreement, which includes and incorporates the Cover Page and the terms and conditions herein (collectively the “VC Agreement” or “VCA”) is entered into by and between CEIG, Inc. d/b/a New Breed w (“NBW” or the “Company”) and XYZ CORP. (“XYZ” or “Partner”) and sets forth the parties’ respective rights and obligations with respect to the NBW Value Choice program referenced in the Cover Page of this NBW Value Choice Agreement (the “New Breed w Value Choice Program”). Partner acknowledges that the sole obligation of NBW is to place XYZ in its virtual mall, to sell its services and deliver relevant info via mobile phone to NBW Value Choice customers who have requested XYZ related information. We will make payment to Partner within 30 days of the prior months end. XYZ’s obligation is to work with NBW to track and record the purchasers delivered by NBW for future services and to pay the related NBW commission within 30 days of the prior month’s end. services purchases of XYZ’s goods and services through the NBW Value Choice Code, and to make payment for customers within 30 days of the prior month’s end. NBW will deliver an activity report within 15 days of Month’s end. The Partner shall not disclose any of the terms and conditions of this NBW Value Choice Agreement to any third party without the express prior written consent of NBW.
1. SERVICE TERMS:
For the purposes of this Value Choice Agreement the following are defined as follows:
- CPM = cost per thousand impressions
Checks will be made payable to:
XYZ will provide its Payment details and both parties agree to make all payments via wire, paypal etc
New Breed w
New Breed w Value Choice CEIG, Inc.
ATTN: CEIG, Inc. Bank: J.P. Morgan Chase
P.O. Box 940 Account #: 2000038270402
New York, NY 10014 Routing #: 121000248
All payments made pursuant to this VCA shall be denominated in U.S. dollars and shall be paid by Partner or Company by check, wire, PayPal or by other means expressly agreed to in writing by Company. Unless otherwise stated, Company will provide a report on sales activity. Once a customer either connected by VCA or purchasing a service or product on the NBW Value Choice Network for services or a service has been purchased and confirmed, partner is responsible for payment within 30 days of the end of that month.
Reporting on conversion and message delivery, are the responsibility of NBW and XYZ. Reports will be submitted monthly to Partner via e-mail in Excel format. Reports will reflect daily, cumulative gross conversion numbers for Partners tracking link and message delivery. Additionally, Partner may use its own tracking methods, and in the case of discrepancy between Companies reporting and Partner’s reporting, as long as the size of the discrepancy is below $1,000.00, Partner shall pay based off of the Company’s amount. If the discrepancy exceeds $1,000.00 both companies agree to investigate the issue and come up with an agreed upon solution.
4.START OF VALUE CHOICE PROGRAM:
NBW will advise Partner when it is ready to begin its program. XYZ will advise NBW when it is ready to begin as well. NBW and Partner will start program once NBW and XYZ send an e-mail verifying that the program is ready to begin. This electronic mail shall be deemed received by Partner or NBW as soon as the recipient confirmed the receipt of the e-mail.
5. PARTNER'S COVENANTS:
Partner and NBW covenants that each holds the necessary intellectual property rights and/or licenses to permit the use of the content, goods and services by NBW and XYZ and that client or NBW will not publish, distribute or otherwise provide to NBW or XYZ for use hereunder any content that: (a) infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights; (b) violates any law, statute, ordinance or regulation regarding the creation and marketing of online materials including, without limitation, those governing false and/or deceptive advertising; (c) is defamatory or trade libelous; (d) is pornographic or obscene; (e) contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
Partner may not assign this Value Choice Agreement without Company’s prior written consent. Company or XYZ may assign all or a portion of its duties and obligations hereunder to any affiliate, successor and/or other third party. Subject to the foregoing, the terms of this Value Choice Agreement will be fully binding upon, inure to the benefit of and be enforceable by, the parties’ respective successors, heirs, executors, administrators and permitted assigns.
6. DISCLAIMER OF WARRANTIES:
Both NBW and XYZ provide all services performed hereunder "AS IS" and hereby expressly disclaims all warranties, expressed or implied, regarding NBW or XYZ services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, NBW and XYZ specifically disclaim any warranty regarding: (1) the number of persons who will access the content; and (2) any benefit Partner might obtain from the campaign. NBW and XYZ do not guarantee continuous or uninterrupted service to the campaign. Company shall follow a uniform policy to avoid discrimination in its dealings with Partner. Although Company and XYZ make every effort to uphold the highest standards of digital marketing conduct, it will not be liable to Partner for any losses incurred by Partner through promotional activity engaged in for purposes of acquiring purchasers or subscribers.
8. LIMITATIONS ON LIABILITY:
NBW shall not be liable to Partner or any third party for any unavailability or inoperability of the services, telecommunications systems or the internet, technical malfunction, computer error, corruption or loss of information or data, or other injury, damage or disruption of any kind. In no event will NBW be liable for any direct, indirect, incidental, actual, consequential, special, punitive or exemplary damages, including, but not limited to, loss of profits, or loss of business opportunity, even if such damages are foreseeable and whether or not NBW has been advised and/or otherwise has knowledge of the possibility thereof.
XYZ shall not be liable to NBW or any third party for any unavailability or inoperability of the services, telecommunications systems or the internet, technical malfunction, computer error, corruption or loss of information or data, or other injury, damage or disruption of any kind. In no event will XYZ be liable for any direct, indirect, incidental, actual, consequential, special, punitive or exemplary damages, including, but not limited to, loss of profits, or loss of business opportunity, even if such damages are foreseeable and whether or not XYZ has been advised and/or otherwise has knowledge of the possibility thereof.
As used herein, “Confidential Information” shall mean: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) Company suppression lists disclosed between the parties pursuant to this Value Choice Agreement; (d) information otherwise disclosed by either party in a manner consistent with its confidential nature; (e) the terms and conditions of this Value Choice Agreement, including pricing information; and (f) either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to this Value Choice Agreement, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in this Value Choice Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Value Choice Agreement. This Section 10 shall survive any termination of this Value Choice Agreement for a period of three (3) years thereafter. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section 10 may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law
Partner agrees to indemnify, defend and hold harmless Company, and its parents, subsidiaries, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss, damage, demand or expense (including attorneys’ fees and other related costs and expenses) asserted by any third party due to, arising from, related to, or in connection with the services provided pursuant to this Value Choice Agreement, as well as any breach by Partner of the terms of this Value Choice Agreement including, without limitation, any representation or warranty contained herein; any fraudulent conduct committed by Partner; and/or any intellectual property claims associated with any and all copy and images used by Partner and its associated usage thereof.
NBW agrees to indemnify, defend and hold harmless Partner, and its parents, subsidiaries, agents, affiliates, employees, directors and officers, from any and all liability, claim, loss, damage, demand or expense (including attorneys’ fees and other related costs and expenses) asserted by any third party due to, arising from, related to, or in connection with the services provided pursuant to this Value Choice Agreement, as well as any breach by NBW of the terms of this Value Choice Agreement including, without limitation, any representation or warranty contained herein; any fraudulent conduct committed by NBW; and/or any intellectual property claims associated with any and all copy and images used by NBW and its associated usage thereof.
Either party may terminate this Value Choice Agreement upon providing thirty (30) days prior written notice, but only for a material breach that is not cured to the reasonable satisfaction of the aggrieved party within thirty (30) days of written notice describing the breach.
13. GOVERNING LAW:
This Value Choice Agreement shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding its conflict of law rules or principles. The jurisdiction and venue for and all disputes related to or arising hereunder shall be the state courts located in the City and State of New York. In the event of a conflict between the terms and conditions set forth on the “Terms and Conditions” pages and the terms and conditions set forth on the “Cover Page”, the terms and conditions contained in the “Cover Page” shall govern.
14. ENTIRE AGREEMENT:
This Value Choice Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Value Choice Agreement and may be changed only by a subsequent writing signed by both parties. This Value Choice Agreement is non-exclusive to Company and Company shall have the right to enter into similar agreements with other third parties. The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation, laws governing deceptive trade practices. Any failure or delay on the part of either party in exercising any of its rights hereunder shall not be deemed a waiver thereof.
15. CUSTOMER DATABASE/E-MAIL SUPPRESSION LISTS:
The parties hereto expressly agree that the Customer database generated by New Breed w under the Value Choice Agreement shall be owned by New Breed w and will not be shared. Similarly, any database generated by Partner is owned by Partner and will not be shared unless gathered for the NBW Value Choice Service. Each of the parties shall be free to use their respective databases as each sees fit, in its sole discretion, provided that such use complies with all applicable state and federal laws, rules and regulations including, without limitation, the CAN-SPAM Act of 2003, as amended from time to time (“CAN-SPAM”). The parties hereby represent and warrant that they shall at all times fully comply with all applicable state and federal statutes, rules and regulations with respect to their respective businesses including, without limitation, CAN-SPAM, laws governing deceptive trade practices and/or online marketing and/or advertising. Company agrees to maintain a regularly updated suppression list containing current unsubscribe requests in conformance with CAN-SPAM and any additional telecommunication rules and regulations..
Any provision of this Value Choice Agreement which is determined by a court to be unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only as to that provision and to the minimum extent necessary without invalidating the remaining provisions of this Value Choice Agreement. No failure or omission by either party in the performance of any obligation under this Value Choice Agreement shall be deemed a breach of this Value Choice Agreement nor create any liability if the same shall arise from any cause or causes beyond the reasonable control of such party, including but not limited to the following: acts of God, acts or omissions of any government or any officer, department, agency or instrument thereof; fire, storm, flood, earthquake, accident, acts of the public enemy, war, rebellion, failure of telecommunication services, public utilities, or an internet brown out, insurrection, riot, invasion, strikes, or lockouts. All notices, demands and other communications provided for or permitted under this Value Choice Agreement shall be made in writing to the parties at the addresses on the Cover Page and shall be sent by over night mail delivery and telecopier, and shall be deemed received upon delivery.
18. TERM AND RENEWAL
The term of this Agreement is two years, commencing November 18, 2013 and expiring on November 18, 2015
This Agreement shall include a perpetual one year extension to the term unless either party gives the other party written notice at least ninety (90) days prior to the end of the Initial Term. The parties agree to amend the contract if changes are desired by either party.
Printed Name: Brian Carlton Byrd
Title: President & CEO
Date: November 18, 2013
Printed Name: John Smith_____________________
Title: CEO & Co-Founder______________________