“Offering Period” means the period during which the Deal for the Partner Offering is available for redemption.
“Constant Deal” means
“Full Offer Value” means
“Featured Deal” means
“Partner Offering” means the goods and/or services to be provided by the Partner, specified on the Deal as presented by Motivdeals.
“Promotional Value” means the portion of the Full Offer Value that exceeds the Amount Paid.
“Promotional Value Expiration Date” means the date when the Promotional Value expires as specified on the deal.
“Fine Print” means the Partner specified conditions and restrictions on the redemption of the Deal as set forth on the Website and Deal.
1. Deal Program.
a. Partner authorizes Motivdeals to promote and distribute Deals on Partner’s behalf in accordance with this Agreement and subject to the “Terms of Sale” located at http://www.motivedeals.com/terms. Partner is the seller of the Deals and the Partner Offering. The Deal will evidence the Partner Offering and be sent to the Member electronically once Deal is “Reserved.” The Member will then redeem the Deal from the Partner by presenting the Deal via their mobile device at the Partner’s location of business. The Partner will then click the “redeem now” button to complete the redemption process. There is no monetary transaction between Partner and Motivdeals during the redemption of a Deal. Partner retains all amounts paid by Member in connection with the redemption of a Deal.
b. Partner is responsible for all Member service in connection with the Partner Offering and for supplying all goods and services specified in the Deal. Motivdeals reserves the right to reject, revise, or discontinue promoting any Deal to conform the Partner Offering and Deal to Motivdeals specifications or applicable law.
c. Partner will honor the Deals for their Full Offer Value through the Promotional Value Expiration Date.
d. Partner agrees that in providing the goods or services that are the subject of the Deal, it will not impose any extra or additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms set forth on the face of the Deal, including the Fine Print.
e. Partner agrees upon agreeing to these terms to provide a Constant Deal available for a year from start date, and is encouraged to offer a Featured Deal as much as possible.
Being a Motivdeal Partner is 100% free to Partner. Partners must abide by the following:
Offer a minimum of one Constant Deal each year and Featured Deals.
Any images Partner uploads must be owned completely by Partner. You may also use your own promotional material and royalty free images that you have purchased or licensed so long as you have the right to upload the same.
All Partners create their deals on the Motivdeals webpage and all deals are subject to Motivdeals’ approval. Deals will not be posted until Motivdeals approves. Partners will be notified of denied deals and the reasons why.
Partner is obligated to honor all Deals Partner posts and keep its personnel up to date on how to redeem the Deals.
Partners will not make any “Featured Deals” available to persons who are not Motivdeals members; all “Featured Deals” must be exclusive to Motivdeals Members. Partner may offer Constant Deals to any persons, regardless of whether they are Motivdeals members.
Partner is responsible for training its personnel on how to redeem Motivdeals Deals at checkout. Partner may use the “how it works” part of our website at http://motivdeals.com/how-it-works for training purposes.
3. Term and Termination.
This Agreement shall continue in effect through the last date upon which a Member can redeem a Deal offered by Partner through Motivdeals (the “Term”). Either Party may terminate this Agreement at any time for any reason by giving the other Party written notice of such termination. The expiration of the Term shall not in any way affect the Deal.
4. Representations and Warranties.
Partner represents and warrants throughout the Term that: (a) Partner has the right, power and authority to enter into this Agreement; (b) Partner, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions in which Partner's goods and services will be provided; (c) the Deal, upon being delivered by Motivdeals, shall be available immediately for redemption; (d) the terms and conditions of the Deal, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law and/or regulation governing the use, sale, and/or distribution of alcohol and any laws governing Deals, gift cards, coupons, and/or gift certificates; (e) the terms and conditions of any rewards program do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order; (f) Partner owns all right, title and interest in the Partner IP (as defined herein) and has the right to grant licenses in the Partner IP as stated in this Agreement; (g) the Deals and any advertising or promotion of Partner's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (h) the Partner IP does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party; (h) Partner holds all necessary regulatory documents and authorization documents, if any, required to make any Partner Offering and provide the goods or services described therein; and (i) Partner will not resell, broker or otherwise disclose any Member Data (as defined below) to any third party, in whole or in part, for any purpose whatsoever, and Partner will not copy or otherwise reproduce any Member Data other than for the purpose of redeeming or verifying the validity of Deals in connection with this Agreement.
a. To the extent allowed under applicable law, Partner agrees to defend, indemnify and hold Motivdeals, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Partner of this Agreement or the representations and warranties made herein; (b) any claim for state sales, use, or similar tax obligations of Partner arising from the sale and subsequent redemption of a Deal ("Taxes"); (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Deals or unredeemed cash values of Deals or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of the law and/or regulation governing Partner’s goods and/or services; and (e) any claim arising out of or relating to the goods and services provided by Partner, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.
b. Motivdeals agrees to defend, indemnify and hold Partner, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorney's fees and costs) arising out of or relating to any of the following (a) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Motivdeals other than anything related to Motivdeals’ use of materials provided by Partner or authorized for Motivdeals’ use by Partner; or (b) any modifications to Partner’s advertising or promotion of Partner’s products and services made by Motivdeals found to constitute false, deceptive or unfair advertising or disparagement under any applicable laws.
The terms of this Agreement are confidential, and Partner agrees to not disclose the terms described herein to any party (other than its employees, parent companies, and shareholders on a need-to-know basis or as required by applicable public records and other law, only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). Any breach of this confidentiality provision by Partner shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Motivdeals for which there will be no adequate remedy at law. In the event of such breach, Motivdeals will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
7. Intellectual Property Rights.
a. Partner agrees and acknowledges that Motivdeals owns all right, title, and interest in the Motivdeals Website, Motivdeals trademarks, and any software, technology or tools used by Motivdeals to promote, market, sell, generate, or distribute the Deals (collectively the "Motivdeals IP"). Partner shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Motivdeals IP or any portion thereof, or use such Motivdeals IP as a component of or a base for goods or services prepared for commercial sale, sublicense, lease, access or distribution. Partner shall not prepare any derivative work based on the Motivdeals IP. Partner shall not translate, reverse engineer, decompile or disassemble the Motivdeals IP.
b. Partner grants to Motivdeals a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Partner's name, logo and any trademarks and any photographs, graphics, artwork, text and other content provided or specified by Partner ("Partner IP") in connection with the marketing, promotion, sale or distribution of Deals, in any and all media, formats or platforms in which such Deals are marketed, promoted, transmitted, sold, or distributed, including but not limited to on the Motivdeals Website.
8. Member Data Restrictions.
a. “Member Data” means any and all identifiable information about purchasers generated or collected by Motivdeals or Partner, including Member’s name, shipping addresses, email addresses, phone numbers, and purchaser preferences and tendencies.
9. Limitation of Liability.
EXCEPT FOR PARTNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. MOTIVEDEALS’ SOLE AND COMPLETE LIABILITY TO PARTNER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF THE DEAL SHALL BE LIMITED TO $100. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE MADE BY PARTNER WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE PARTNER OFFERING, OR THE CLAIM WILL BE DEEMED WAIVED BY PARTNER.
a. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
b. This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.
c. Partner may not assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without Motivdeals prior written consent. Any waiver must be in writing and signed by an authorized signatory of Motivdeals. Nothwithstanding the foregoing, Motivdeals may assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business without notice to Partner.
d. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
e. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MOTIVDEALS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTNER OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR PARTNER.
f. This Agreement is subject to the laws of the State of Georgia without regard to its conflicts of law provisions.