WHEREAS, Your Coupon Network ("YCN") with its principal place of business located at 312 Sullivan Street, Punta Gorda, Florida, 33950 owns and operates a web site identified as www.yourcouponnetwork.com
WHEREAS, Client desires to have coupon advertisements (the "Coupons") placed on the Web Site to promote its goods and/or services
NOW, THEREFORE, YCN and Client agree as follows:
YCN will display coupons on the web site located at www.yourcouponnetwork.com and other branded YCN websites (the "Web Site") and other pages linked thereto. The Coupon may be linked to Client's web site.
Until this Agreement is terminated according to the terms provided herein, the Coupons will be displayed on random pages of YCN and branded sites of YCN. All Coupons must conform to standards promulgated from time to time by YCN. Any failure of a Coupon or of the site linked thereto to conform to these standards will constitute a breach of this Agreement. YCN reserves all right to determine whether artwork or other content submitted for the Coupon is acceptable for use on the Web Site. YCN may, in its sole discretion, refuse the use of any Coupon.
YCN agrees to post clients Coupon Free on www.yourcouponnetwork.com and branded websites FREE for ninety (90) days.
Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of the terms of this Agreement, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold YCN harmless against any claims incurred by YCN arising out of or in conjunction with the placement or display of any Coupon or Client's breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein.
The performance by YCN of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between YCN and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Florida. The arbitration will be held in Florida . The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.