Subject to all of these Standard Terms and Conditions, IntroSTAR shall provide to Client the following services (herein, the “Services”).
- Member Database. IntroSTAR will develop, populate, and maintain a database (herein, the “Member Database”) of the members of Client (herein, the “Members”). The Member Database will include each Member’s business name, field of business, brief promotional statement, contact names, address, telephone, fax, email, and website URL. Client will be responsible to verify to IntroSTAR that each Member is a member of Client in good standing, and to notify IntroSTAR when a Member has lost such status. Client acknowledges that each Member will have the ability to edit such Member’s Member Database data.
- Membership Directory. IntroSTAR organizes the Member Database into a web-based, user-friendly Membership Directory for use by the Members or by the public.
- Introductions. IntroSTAR provides a web-based functionality that enables Client Members (as well as Client directors, officers and staff) to make business introductions of Client Members to Members and to non-Members. There is no capability of making endorsements or comments, but only of making non-opinion introductions of the names of Members that can provide the requested goods or services.
- Event Management. IntroSTAR includes tools for managing and tracking event invitations, responses.
- Member Certification. IntroSTAR provides a web-based functionality that enables Client to certify that certain businesses or individuals are Members in good standing of Client.
- Member Contact and Information. IntroSTAR will not email, call or solicit Members but will provide Members with technical or other support upon request. IntroSTAR will not share, sell or trade information concerning Members except as a part of a sale or merger of all or substantially all of IntroSTAR or its assets.
IntroSTAR may upgrade and otherwise modify the Services from time to time. Client shall not be charged for upgrades.
Client shall pay IntroSTAR the following fees for Services (herein, the “Fees”):
- Setup Fee. A Setup Fee in the amount of One ($1.00) Dollar for each Member of Client whose data is entered into the IntroSTAR system for Client. The first Setup Fee shall be charged to Client upon the completion of initial setup. Following initial setup, if the membership of Client grows larger, subsequent Setup Fees will be assessed on a monthly basis for each new Member entered into the IntroSTAR system for Client during such month. Additional Setup Fees will be waived for Client.
- Monthly Service Fee. A Monthly Service Fee in the amount of Fifty ($0.50) Cents for each Member of Client. The Monthly Service Fee shall be calculated and charged on the first day of each month in advance for such month. The number of Members of Client shall be determined as of the initial setup first day of the applicable month. Monthly Service Fee will be adjusted in the event the membership of Client grows larger or smaller. Additional Monthly Service Fees will be waived for Client.
Payments of all Fees due to Introstar under this agreement will be made by credit card. Client agrees to provide to IntroSTAR complete and accurate information concerning Client’s credit card, and to keep IntroSTAR promptly informed of any changes to such information. Client authorizes IntroSTAR to charge all Fees due to IntroSTAR under this agreement to Client’s credit card. Client agrees to pay those charges in accordance with the issuing bank cardholder agreement.
5. Client Materials
“Client Materials” are defined herein as the names, logos, trademarks and service marks (whether or not registered) of and related to Client, as well as all text, images, photographs, graphics, GIFs, animations, artwork, audio recordings, audiovisual materials, and any and all other materials of any nature, now known or hereafter developed, provided by Client to IntroSTAR, or installed or loaded by Client onto the Introstar system for Client. Client grants to IntroSTAR and its licensees, successor and assigns an irrevocable, non-exclusive, worldwide, perpetual, gratis right and license to reproduce, distribute, display, transmit, exhibit and otherwise use Client Materials solely for purpose of operating the IntroSTAR system for Client. Client warrants and represents that Client has full right, power and authority to grant the IntrosSTAR the rights granted in this Section 4, and further warrants and represents that no Client Materials are defamatory, obscene, violate any law, or infringe upon the rights of any person.
Client hereby agrees to defend, indemnify and hold IntroSTAR harmless from any and all loss and damage (including, but not limited to, court costs, investigation costs and attorney's fees) arising out of or as a result of any inconsistency with or breach of any warranty, representation or agreement by Client herein. Client further grants to IntroSTAR an irrevocable, non-exclusive, worldwide, perpetual, gratis right and license to reproduce, distribute, display, transmit, exhibit and otherwise use Client’s names, logos, trademarks and service marks (whether or not registered) in advertising and promotional materials of and concerning IntroSTAR provided such materials shall merely identify Client as a client of IntroSTAR and shall not express an endorsement of IntroSTAR.
This agreement shall continue indefinitely until terminated as provided herein.
This agreement may be terminated at any time by either party sending to the other party a written Notice of termination. Except as may be otherwise provided herein, the effective date of termination shall be the last day of the third (3rd) full calendar month next following the month in which the Notice of termination was sent. All Fees shall be payable through the effective date of termination.
- In addition, IntroSTAR may terminate this agreement and all Services in the event a failure of Client’s credit card payment is not cured by Client within ten (10) days after written Notice of such failure from IntroSTAR. The effective date of termination shall be the day that is thirty (30) days after such written Notice of failure from IntroSTAR.
- Thirty (30) days after the effective date of termination Introstar shall erase, destroy, and render unreadable in its entirety all data pertaining to Client and Client’s Members in a manner that prevents its physical reconstruction through the use of commonly available file restoration utilities. Within such 30-day period Client may request that such data be transferred to Client upon mutually agreed and commercially reasonable terms and conditions, provided, IntroSTAR shall have no obligation to convert data into any other or particular format.
IntroSTAR makes no warranties whatsoever and expressly disclaims warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations. The maximum liability of IntroSTAR, its directors, officers and employees, for damages under this agreement, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the Fees paid by Client. In no event shall IntroSTAR be liable for any lost profits or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the services, even if IntroSTAR has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
9. Force Majeure
IntroSTAR shall have no liability to Client or to any other person in the event of any of the following contingencies, if by reason of any such contingency, it is materially hampered in the performance of the Services or of any other obligations under this agreement or its normal business operations are delayed or become impossible or commercially impracticable: act of God, storm, fire, flood, earthquake, accident, catastrophe, act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism, civil disorder, failure of electricity or other utilities, labor disagreement, acts of government, any law, order, or regulation, delays in the delivery of materials and supplies, or any other contingency beyond IntroSTAR's control.
Except as otherwise specifically provided herein, all notices hereunder (herein, “Notices”) shall be in writing and shall be given in person, or by registered or certified mail, return receipt requested, or any delivery service that requires a written, signed receipt confirming delivery of the envelope or package delivered, at the respective addresses hereinabove set forth, or such other address or addresses as may be designated by either party. No party may refuse a notice from another party. The provisions of this paragraph shall not apply to ordinary business communications between the parties in the normal course of doing business.
This agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, understandings or conversations. No amendment, modification, termination or waiver of any provision of this agreement shall be effective unless set forth in writing signed by a duly authorized representative of each party, and shall be effective only to the extent specifically set forth therein. This agreement is made in the State of New York and will be construed in accordance with the laws of the State of New York applicable to agreements wholly to be performed therein and without regard to that body of law known as conflicts of law. All actions arising under or related to this Agreement shall be adjudicated solely in the courts of the State of New York in Orange County, to whose jurisdiction the parties hereby consent. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall continue in full force and effect. This agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors and assigns. The substantially prevailing party in any arbitration, action or proceeding to enforce the provisions of this agreement shall be entitled to recover all costs and expenses, including reasonable attorney's fees, incurred thereby. The rights and remedies provided herein are cumulative and shall not be exclusive of any other rights or remedies provided by law or otherwise available. Headings in this agreement are for convenience only and shall not be used to interpret or construe its provisions.