Exhibit 10.1
SERVICES AGREEMENT
THE PARTIES TO THIS AGREEMENT ARE:
The Provider : "Interups Inc"
0000 Xxxxxxxxx Xxxxxx Xxxxx 000,
Xxxxxxxxx XX 00000-0000
Tel: (000)000-0000
THE PROVIDER IS ENGAGED IN THE BUSINESS OF OFFERING VOUCHERS FROM VARIOUS
MERCHANT FOR SALE THROUGH PROVIDER WEB SITE.
The Merchant: "SIA Olira"
K . Xxxxxxxxx Xxxxxx 00, Xxxx, Xxxxxx, XX-0000
Tel x000 00000000
THE MERCHANT WISHES TO OFFER ITS PRODUCTS OR SERVICES THROUGH PROVIDER WEB SITE.
PROVIDER AND MERCHANT AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND
CONDITIONS.
1. COMPENSATION FOR SELLING THE VOUCHERS FOR MERCHANT ACCORDING THIS AGREEMENT
WILL BE:
The Provider will retain Provider Commission which is one -half (1/2) of proceed
of the Vouchers sales. Voucher means discounted coupons for Merchant discounted
products or services to be offered on Provider web site. Merchant should supply
Provider with details, specifications of the Voucher. Duration of the Voucher
offering on Provider web site will not be exceeded 7(seven) days.
2. PROVIDER RESPONSIBILITIES:
Provider will offer and promote the Merchant product or services through web
site. Provider will endeavor to notify Merchant in advance of the Voucher
offering, however, Provider does not guarantee that it will provide advance
notice of time when Voucher will be available on Provider web site.
Provider will issue each purchaser of the Merchant Product or Services a
numbered voucher for each purchase. Within one business day following the end of
the Voucher offering Provider will provide Merchant with the names of all
persons having the right to redeem the Vouchers and the corresponding Voucher
numbers.
The Provider will retain one -half of proceed of the total Vouchers sales.
Provider will remit the rest as payment to Merchant within sixty days after the
last day of Voucher sale.
3. MERCHANT RESPONSIBILITIES:
Merchant warrants that it will honor and accept the Voucher sale price and
Voucher expiration Date at Provider web site.
Merchant acknowledge that aware that in some jurisdiction may be required by law
to accept Vouchers beyond their Expiration Date.
In the event that Merchant ceases business operations before any payment from
the Provider, the Merchant, its successor and assigns forfeit any right for such
payments.
All payments of sale tax and use tax related to the products or services of
Merchant offered in the Voucher shall be Merchant responsibility.
Merchant warrants that it owns or validly possesses the sole or exclusive rights
or licenses to use any form of intellectual property including but not limited
to copyrights, trade names and trademarks that Merchant provide to Provider.
Merchant will be asked to provide a logo, photograph, or other marketing
materials to be used in Provider web site. Merchant hereby grants Provider a
nonexclusive worldwide license to reproduce, use, display, perform, distribute
to promote Merchant product/services at Provider website.
In the event Provider has received a substantial number of customer complaints
or requests for refunds, as determined in its discretion, Provider may hold-back
up to a third of the Merchant Payment until the parties have reached a mutually
acceptable plan for resolving the complaints.
4. REFUNDS:
Merchant agrees that Provider shall have the right to refund the Voucher price
to any Purchaser who is dissatisfied with the experience of scheduling and using
the Merchant Product. In case of refund will also return Provider Comission to
the Merchant.
5. MUTUAL REPRESENTATIONS AND WARRANTIES:
Merchant and Provider represent and warrants throughout the Term that: (a) Each
has the right, power and authority to enter into this Agreement; (b) Each is
registered for sales and use tax collection purposes in the state of its
incorporation or formation; (c) The product or service, upon being sold via
Provider web site shall be available immediately for redemption by the
purchaser; (d) the terms and conditions of the Product or Service sale,
including any discounts or goods and services offered thereunder, comply with
all, and do not and will not violate any, local, state or federal law, statute,
rule, regulation, or order ("Laws"), including but not limited to, any Laws
governing Products, gift cards, coupons, and/or gift certificates; (e) the
Products and any advertising or promotion of Merchant's products and services
relating thereto will not constitute false, deceptive or unfair advertising or
disparagement under any applicable Laws;
6. MERCHANT INDEMNITY:
Merchant agrees to defend, indemnify and hold Provider, its affiliated and
related entities, and any of their officers, directors, agents and employees,
harmless from and against any claims, lawsuits, investigations, penalties,
damages, losses or expenses (including but not limited to attorney's fees and
costs) arising out of or relating to any of the following: (a) any breach or
alleged breach by Merchant of this Agreement or the representations and
warranties stated in this Agreement; (b) any claim for state sales or use tax
obligations ("Taxes") arising from the sale and subsequent redemption of a
Product; (c) any claim by any local, state or federal governmental entity for
unredeemed Products or unredeemed cash values of Products 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 ("Abandoned Property
Claims"); or (d) any claim arising out of or relating to the products and
services provided by Merchant, including but not limited to, any claims for
false advertising, product defects, personal injury, death, or property damages.
7. TERM AND TERMINATION:
This Agreement shall continue in effect for the longer of one (1) year following
the Effective Date or the last date when a customer of Provider purchases a
product offered by Merchant through the Provider website. Provider may terminate
this Agreement at any time for any reason by giving the Merchant written notice
of such termination. Provider will terminate Merchant for any repeat copyright
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infringement activity. The expiration of the Term shall not in any way affect
the purchaser's usage of the product or service, or Merchant's obligation to
honor the terms of the sale. Upon execution of the Agreement, Merchant agrees
that Merchant will not promote an online offer with respect to the products or
services described in this Agreement of similar or greater value for a period up
to 90 days from the Effective Date, plus a minimum of 90 days following the
Merchant's date of feature on the Provider website.
8. LIMITATION OF LIABILITY:
EXCEPT FOR 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,
NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE
POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
9. WARRANTY DISCLAIMER:
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. MERCHANT DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES
OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE
PRODUCTS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN
THE PRODUCT WILL BE CORRECTED, OR THAT PRODUCTS WILL RESULT IN ANY REVENUE OR
PROFIT FOR MERCHANT.
10. OTHER:
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. Merchant may not assign or transfer its rights or obligations under this
Agreement, whether by operation of law or otherwise, without Provider prior
written consent.
This agreement constitutes the whole agreement between the parties and any
alteration must be in writing and signed by both parties.
This Agreement (the "Agreement") is entered into effect this May 17, 2012.
/s/ Xxxxxxx Xxxxxxxx
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Interups Inc ("Provider")/XXXXXXX XXXXXXXX
/s/ Xxxx Belkovska
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XXX Xxxxx ("Xxxxxxxx")/XXXX XXXXXXXXX
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