LONG ISLAND BOARD OF REAL TORS®, INC.
AFFILIATE MEMBER SPECIAL OFFER AGREEMENT
This Affiliate Member Special Offer Agreement ("Agreement; is entered this __ day of __ _, 20 __ ("Effective Datea) by and between Long Island Board of REALTORS®, Inc., a New York corporation ('UBOR11) with offices at 300 Sunrise Highway, West Babylon, NY 11704, and the LIBOR affiliate member ("Affiliate Member") identified on the signature page below.
In consideration of the mutual covenants and agreements set forth in this Agreement, the parties, intending to be legally bound, agree as follows:
1. Participation. Subject to Affiliate Member's good standing in LIBOR's affiliate membership program and subject to the terms and conditions of this Agreement, Affiliate Member may participate in LIBOR's Affiliate Member Special Offer Program. For the purposes of this Agreement, "Affiliate Member Special Offer Program" means the opportunity for Affiliate Member to offer discounts, promotions, or special offers on Affiliate Member's products and/or services to LIBOR members, and any other marketing activities that LIBOR deems appropriate. LIBOR reserves the right to deny or revoke participation of Affiliate Member in the Affiliate Member Special Offer Program at any time in its reasonable discretion.
2. Special Offer Documentation. Affiliate Member agrees to provide LIBOR with an electronic file of the Affiliate Member's discount and/or special offer for LIBOR members, which at a minimum shall include the following information: (i) Affiliate Member, business, or organization contact information; Oi) description of the product or service offered; (iii) description of the special offer, discount, or other promotion, including the length of term; (iv) any requirements for applicability; (v) other information that LIBOR requests ("Special Offer Documentationn).
3. LIBOR Approval. Affiliate Member must submit the Special Offer Documentation to LIBOR for approval. However, LIBOR shall have no obligation to implement or display the Special Offer Documentation if LIBOR, in its sole discretion, deems the Special Offer Documentation objectionable. Affiliate Member acknowledges that LIBOR may replace or remove the Special Offer Documentation at any time. If approved LIBOR will display the Special Offer Documentation on the Affiliate Member Special Offer Program webpage, and any other LIBOR website as LIBOR deems appropriate. LIBOR reserves the right to market, advertise, and distribute the Special Offer Documentation to LIBOR membership.
4. No LIBOR endorsement: Except as expressly provided in this Agreement, Affiliated Member shall not use LIBOR name or trademarks in conjunction with any Affiliated Member products or marketing.
5. Licensed Marks. Affiliate Member grants to LIBOR a license to copy, distribute, and display the Affiliate Member Licensed Marks in conjunction with the Affiliate Member Special Offer Program. "Affiliate Member Licensed Marks" means those trademarks, service marks, word marks. logos, and distinctive marks of all other kinds of the Affiliate Member.
6. Affiliate Member's Obligations. Affiliate Member is solely responsible for (i) collecting orders for products and/or services from LIBOR members; (ii) delivery of products and/or services to LIBOR members; (iii) payment of any taxes, tariffs, or other fees.
7. Warranty. Affiliate Member represents and warrants that (i) the Special Offer Documentation. Affiliate Member Licensed Marks, any other data, content, or services provided to LIBOR do not infringe or violate the copyrights, trademarks, patents and/or intellectual property of a third party; (ii) Affiliate Member will comply with all applicable laws and regulations, including without limitation, privacy and confidentiality laws and regulations, in carrying out its obligations under this Agreement; and (iii) any products and/or services provided to LIBOR members will be delivered in a manner that is consistent with applicable industry standards.
8. Indemnity. Affiliate Member shall indemnify and defend LIBOR, its subsidiaries and affiliated companies, and all its respective employees, directors, agents, members and authorized successors and assigns (the "Indemnified Parties"), against any and all losses, damages, and costs (including reasonable attorneys' fees) arising from each claim of any third-party arising from Affiliate Member's breach of any of the representations, warranties, or any provision of this Agreement Affiliate Member shall (a) promptly notify Indemnified Parties in· writing of any claim and give the Indemnified Parties the opportunity to defend or negotiate a settlement of any such claim at Affiliate Member's expense, and (b) cooperate fully with Indemnified Parties, at Affiliate Member's expense, in defending or settling any such claim. The Indemnified Parties shall be entiUed to engage their own local counsel at Affiliate Member's expense.
9. Limitation of liability/exclusion of warranties. IN NO EVENT SHALL LIBOR BE LIABLE TO AFFILIATE MEMBER FOR ANY COSTS OR INDIRECT, SPECIAL. INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF LIBOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AFFILIATE MEMBER'S SOLE REMEDIES AGAINST LIBOR HEREUNDER SHALL BE TERMINATION OF THIS AGREEMENT AND DIRECT DAMAGES NOT IN EXCESS OF $100. THIS PARAGRAPH SETS OUT AFFILIATE MEMBER'S EXCLUSIVE REMEDIES, AND UNDER NO CIRCUMSTANCES SHALL AFFILIATE MEMBER BE ENTITLED TO EQUITABLE REMEDIES. LIBOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE PREVIOUS SENTENCE, LIBOR DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE.
10. Term; termination. The term of this Agreement begins on the date that LIBOR signs it. This Agreement shall terminate upon the occurrence of any of the following events: (a) a mutually agreed upon termination date for the Special Offer Documentation; (b) 30 days after any party's notice to the other of its intent to terminate; (c) immediately upon termination of Affiliate Member's membership in LIBOR;(d) 10 days after LIBOR's notice to Affiliate Member that Affiliate Member has breached this Agreement, provided the breach remains uncured.
(a) Applicable law: venue. The laws of the State of New York shall govern this Agreement and its interpretation. Any action to enforce or interpret this Agreement shall have venue in Suffolk County, New York, and the parties hereby submit to personal jurisdiction in the venue.
(b) Survival of obligations. Sections 4, 7 to 11 shall survive termination or expiration of this Agreement.
(c) No waiver. No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.
(d) Severability. If any provision or any part of any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated.
(e) Relationship of the parties. The relationship between the parties shall be that of an independent contractor and no joint venture, partnership, franchise or any other association is intended or created by this Agreement. Neither party shall hold itself out to be a representative of the other, and each party acknowledges that it has no right or authority to assume or create any obligation of any kind or to bind the other in any respect. Each party shall be solely responsible for the payment of compensation, insurance, and taxes of its own employees.
(0 Assignment: Affiliate Member may not assign, delegate, or otherwise transfer this Agreement to any other party without the prior written consent of LIBOR.
(g) Entire agreement: amendment This Agreement constitutes the entire agreement of the parties and supersedes all discussions and agreements between the parties whether oral or written. This Agreement may be amended only upon the written consent of both parties.
IN WITNESS WHEREOF, the Parties have entered into this Agreement and make it effective as of the Effective Date.