GREEN SHOPPER GUIDE MEMBERSHIP AGREEMENT
This Membership Agreement (hereinafter referred to as "Agreement") is entered into by and between Greenshopperguide.com (hereinafter referred as "Green Shopper Guide") and the undersigned (hereinafter referred to as "Member") as of the date set forth below. Pristine Planet and Member may be referred hereinafter as "Party" or collectively as "Parties." The Parties are entering into this Agreement with reference to the following facts:
RECITALS
WHEREAS: Green Shopper Guide is engaged sponsoring an Internet based website which focuses on environmentally sensitive Companies and their Products and,
WHEREAS, Member has represented to Green Shopper Guide that Member is an environmentally sensitive Company, which produces environmentally safe Products (hereinafter referred to as "Products"); or provides environmentally friendly services (hereinafter referred to as "Services").
WHEREAS, Member would like to secure Membership for itself and its products or services on the Website.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and terms contained herein the Parties covenant and agree as follows:
ARTICLE I: AGREEMENT
1. Recitals. The recitals set forth above are hereby incorporated herein by this reference as if set forth in full.
1.2. Contract For Membership. Member hereby contracts with Green Shopper Guide to display itself and its products or services on the Website for the term of this Agreement. The member authorizes consent to display product images and the member logo. In the event a dispute arises between a manufacturer and the member in regards to product image usage or product representation, the member shall be solely responsible for resolving the issue and shall indemnify and hold Green Shopper Guide, it successors, and assigns harmless against all claims.
1.3 Term. This Agreement shall be effective upon its execution by both Parties. However, the term of this Agreement shall commence on the date and year set forth in Addendum 1 to this Agreement and shall continue until the termination date also specified in said Addendum 1.
1.4 Payment. Member shall pay Green Shopper Guide for Membership as set forth in Addendum 1 to this Agreement. Said payment shall be paid as specified in Addendum 1.
1.5 Standards of Conduct. Member shall give prompt, courteous and efficient service to the public and all business dealings with members of the public will be governed by the highest standards of honesty, integrity and fair dealing. Member will do nothing, which would tend to discredit, dishonor, reflect adversely upon or in any manner injure the reputation of Green Shopper Guide.
1.6 Indemnity of Green Shopper Guide. Member shall be solely responsible for the accuracy and truthfulness of the information, which it seeks to have posted on the Website. Member hereby agrees to indemnify and hold Green Shopper Guide, it successors, and assigns harmless from and against:
(a) Any and all claims, liabilities, and obligations of every kind and description, contingent or otherwise, arising out of or related to the products and services placed on the Website by Member.
(b) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or non-fulfillment of any Contract on the part of Member under this Contract or with a customer secured by Member from the Website.
Member's indemnity obligations under Section shall be subject to the following: If any claim is asserted against Green Shopper Guide that would give rise to a claim by Green Shopper Guide against Member for indemnification under the provisions of this Article, then Green Shopper Guide shall promptly give written notice to Member concerning such claim and the Member shall, at no expense to Green Shopper Guide, defend the claim.
ARTICLE II RELATIONSHIP OF THE PARTIES
Neither Party will have the authority to bind the other by contract or otherwise or to make representations as to the policies or procedures of the other. Green Shopper Guide and Member acknowledge and agree that their relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that Member is an Member with respect to the services provided by it under this Agreement. Unless specifically authorized in writing, neither Member nor Green Shopper Guide will make any express or implied agreement, representations, or incur any debt, in the name of or on behalf of the other.
ARTICLE IV: GENERAL PROVISIONS
APPLICABLE LAW AND VENUE. This Agreement shall be construed and enforced according to the laws of the State of California. Venue shall lie for all purposes of litigation or arbitration in Santa Monica, California.
ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire Agreement between the Parties and supersedes any and all prior understandings and may be modified only by written Agreement signed by all of the Parties hereto which expressly sets forth their intent to modify this Agreement.
ARBITRATION. The Parties to this Agreement agree that in the event of any dispute arising out of this Agreement the matter shall be submitted to arbitration in accordance with the applicable Rules of Arbitration of the American Arbitration Association and the hearing shall be held in Santa Monica, California. The Arbitrator award shall be final and binding, and judgment may be entered thereon in accordance with law. The member is liable for all costs of collection plus all legal fees. The Parties do further agree that the Party or Parties prevailing in such arbitration shall be entitled to receive from the other Party or Parties reasonable attorney's fees and all costs incurred. The provisions of this paragraph shall be specifically enforceable in the Superior Court for the County of Los Angeles by Motion to Compel Arbitration. If any of the Parties, after due notice, fails to be present or represented at a hearing or any adjourned hearing, the Arbitrator(s) may nevertheless in his (their) own discretion proceed with the adjudication of the controversy.
ASSIGNMENTS. Except as otherwise provided in this Agreement, all of the covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns.
ATTORNEYS' FEES. In the event of a dispute arising out of this Agreement, the Party prevailing shall be entitled to recover from the other Party reasonable attorneys' fees and costs, whether or not the proceeding or action proceeds to judgment.
AUTHORITY. Each of the Parties represents and warrants to the other that the following are true and correct as of the date of this Agreement. (a) Each Party on behalf of itself has the full right, power and authority to enter into this Agreement and to perform all of its obligations in accordance with the provisions of this Agreement; and (b) Neither the execution nor the delivery of this Agreement by the Party, nor the performance of any of its obligations under this Agreement, will result in the breach or violation of any provision of any, or constitute a default under any, indenture, contract, or other agreement or instrument to which said Party is a Party or under which said Party has any rights or obligations.
COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
GENERAL UNDERSTANDINGS. Each Party hereto declares and represents that in entering into this Agreement each Party; (a) has read and understands this Agreement, and has relied and is relying solely upon said Party's own judgment, belief, and knowledge of the nature, extent, effect and consequences relating thereto, and upon the advice of said Party's own legal counsel, (b) this Agreement is being made without reliance upon any statement or representation not contained or referenced herein of any other Party hereto, or any representative, agent, or attorney of any other Party hereto, (c) no promise, inducement, or agreement not herein expressed has been made to any of the Parties hereto, (d) the terms and conditions contained herein are contractual and not mere recitals, and (e) this Agreement contains the entire agreement between the Parties hereto.
The Member understands and acknowledges that Green Shopper Guide offers consumer reviews of organizations, products and services. All advertisments and banners pricing are subject to change without notice. Although Green Shopper Guide does monitor the reviews of visitors, Green Shopper Guide is under no obligation to do so and assumes no responsibility or liability arising from the content of any such reviews, or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such reviews on the website.
NOTICES Any and all notices or other communications, which either Party shall be required or may elect to provide the other Party, pursuant to this Agreement, shall be in writing unless otherwise provided. Any written notice of communication shall be personally delivered, faxed or mailed by certified mail return receipt requested to the other Party at the principal place of business of the other Party as reflected on the signature page of this Agreement. Delivery or service or any written notice or communication shall be deemed received and completed as follows: (a) if personally delivered, upon such delivery, (b) if faxed, upon acknowledgement thereof, or (c) if mailed from within the United States, properly addressed to the other Party and postage prepaid, return receipt requested, upon receipt by the other Party, but in any not later than 72 hours after the time of transmission.
TIME. With regard to the Party's performance of their obligations under this Agreement, time is expressly made of the essence.
IN WITNESS WHEREOF, the Parties have entered into this Membership Agreement as of the last date written below.
Exhibit A
To Membership Agreement
Addendum # 1
***1. Term: The Term of this Membership Agreement shall commence on Thursday, March 27, 2008, and shall terminate upon either party submitting a written notice requesting termination.
2. During the Term of this Agreement, Member subscribes to the following Membership program:
If at any time the Member is not satisfied with the membership package, the membership can be canceled after 3 months trial.
*** 3. The Member shall pay a total of $19.95 for a term of 1 month for the Membership described in Paragraph 2 above for the Term of this Agreement. The membership will automatically renew each month unless either party submits written notice requesting termination. In the event the membership is terminated, the account will remain active until the next billing date at which time the account will be closed and the member will no longer be billed. Refunds will not be issued for early termination.
4. Member is solely responsible for the accuracy of its Membership representations and warranties and Member warrants and represents to Green Shopper Guide that all of its Membership claims are true and have a factual basis.
5. This Addendum may be modified only by a writing of the Parties stating that it intends to modify this Agreement and Addendum.