Terms of Service
Thanks for choosing Kick-it points (“kick-it points”, “we”, “us”, “our”). By signing up or otherwise using the Kick-it Points service, software application (together, the “Kick-It Points Service” or “Service”), or accessing any content or material that is made available by Kick-it points through the Service (the “Content”) you are entering into a binding contract with Kick-it Points Inc.
If you don’t agree with (or cannot comply with) these Agreements, then you may not use the Kick-it Points Service or post any Content. Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please, therefore, make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through our information and support email found on the website.
MARKETING AND AD PLACEMENT AGREEMENT
This Agreement is entered into with reference to the following facts:
Kick-it Points Inc. has developed proprietary software which can target market discounts to smartphone users who are at a specific location engaging in leisure and recreational activities.
A. Agreeing Merchant (hereinafter “The Merchant”) agrees to allow Kick-it Points Inc. to reach members of the public engaged in recreational/app activity at specific locations with The Merchant's deals, while still having control of the promotion, the type of character of the business and the content of the advertising for discounts.
B. The undersigned parties wish to work cooperatively on a subscription basis without any long-term commitment (Month-to-month):
Fees: There are no fees associated with being a featured business on the Kick-it Points app, so long as the app subscription is absent of add-on services or promotions like our Digital Media services and/or in-app features (Push Notifications, Recommended Business List, etc). If said Merchant decides to opt into our add-on services, costs will be communicated to said Merchant and an invoice will be sent reflecting the amount owed.
Payment Method: Payments must be made by check payable to Corporation OR through Corporation’s online invoice manager (wave.app) which will send invoices to The Merchant via email. If a check is written, it must be presented in person or sent to Corporation’s Address (872 Higuera St. San Luis Obispo, CA, 93401). If the invoice is processed through wave.app software, then Client will fulfill payment requirement online.
C. No employer/employee or partnership relationship is being, or will be, created by this Agreement and Kick-it Points Inc. is solely acting as an independent contractor.
D. The Merchant will have complete control and approve each business, the ad content and the location for the marketing. If The Merchant has any issue with an advertiser or the content then Kick-it Points Inc. will immediately delete the ad placement upon receipt of an email (or any other means of communication) from The Merchant.
F. Merchant Deletion: If either party wishes to cancel the subscription, there will need to be verbal or written notice sent to the other participating party. If any actions by The Merchant are deemed volatile and can jeopardize the experience that Kick-it Points is trying to provide its users, then the violating Merchant’s account can be deactivated as soon as Kick-it Points Inc. would like to do so.
G. Confidentiality: Kick-it Points respects the confidentiality of partnered Merchants. All business matters and material information conveyed by said Merchant to Kick-it Points Inc. are held strictly confidential per the agreement. Kick-it Points Inc. will not communicate with any parties about said Client without permission.
H. Notice and Changes: If either party wishes to cancel the subscription or make changes to the agreement, there will need to be verbal or written notice sent to the other party involved.
A. Survival. All covenants, representations, warranties and other provisions under this
Agreement to be performed or relating to the Agreement shall survive the consummation of this transaction.
B. Attorneys' Fees. Should any party hereto reasonably retain counsel for the purpose
of enforcing or preventing the breach of any provision hereof including, but not limited to, instituting any action or proceeding to enforce any provisions hereof for damages by reason of any Alleged breach of any provision hereof, for a declaration of such party's rights or obligations hereunder or for any other judicial remedy, then, if said matter is settled by judicial determination (which term includes arbitration judicially affirmed), the prevailing party shall be entitled, in addition to such other relief as granted, to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys' fees and costs for
the services rendered to such prevailing party.
C. Time of Essence. Time is expressly declared to be of the essence in this Agreement
and of every provision hereof in which time is an element.
D. Benefit and Burden. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, representatives, successors and assigns.
E. Independent Advice of Counsel. The parties hereto and each of them, represent
and declare that in executing this Agreement they rely solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently selected counsel, concerning the nature, extent and duration of their rights and claims, and that they have not been influenced to any extent whatsoever in executing the same by any of the parties hereto or by any person representing them, or any of them.
F. Voluntary Agreement. The parties hereto, and each of them, further represent and
declare that they have carefully read this Agreement and know the contents thereof, and that they sign the same freely and voluntarily.
G. Arbitration and Mediation. In the event that a dispute arises as to this Agreement,
the Parties will engage in non-binding mediation in an effort to resolve the dispute. The costs of the mediation will be borne by the Parties equally. In the event that any such dispute cannot be resolved through mediation, the Parties agree that any dispute arising under this Agreement shall be decided by neutral, binding arbitration and not by court action, except as provided by California law for judicial review of arbitration proceedings. The Arbitrator shall be a retired Judge, or an Attorney with at least 5 years of experience in Real Estate Law. The Arbitration shall be conducted in accordance with Part III, Title 9 of the California Code of Civil Procedure, or successor provisions. Judgment upon the award of the Arbitrator may be entered in the Superior Court of San Luis Obispo County, CA which shall have jurisdiction of the matter for all
H. Authority to Act/Good Standing. The undersigned represent that they have the authority to enter into this Marketing and Ad Placement Agreement; and represents that it is a California Corporation in good standing.
Kick-it Points, Inc.