This Grapevine Wall Sponsor Agreement (“GWSA”), along with the Terms & Conditions and the sponsor registration form (the “Registration Form”), constitute an agreement (the “Agreement”) between Grapevine Wall (“Grapevine Wall”) and the participant identified on the Registration Form (“Sponsor”). Rally Earth, LLC is the legal entity for artist, Craig Tilley and the Grapevine Wall and Sponsor agree to be legally bound as follows:
“Sponsor” Listed sponsor with the Grapevine Wall.
“Business Owner” Person or persons who owns, runs, manages or represents the Listed Business.
“Business Listing” All the details and images submitted for a Business Owner to describe it for the purpose of display on Sponsor Directory, Shop, promotional materials, Write-Up posts and all other items displaying Listed Business images and information.
“Write-Up” A highly SEO friendly blog post to highlight a Sponsor.
“Subscription” The period that the Sponsor is displayed and promoted on Grapevine Wall.
By proceeding with the purchase of your Grapevine Wall Sponsorship, you (“The Business Owner”) agree to be legally bound by the terms and conditions (“the Terms”) set out below with immediate effect
Content of Business Listings
Grapevine Wall accepts Business details in good faith and expects that Business Owners will provide an accurate description of their activities, products and Services.
All Business Listings should comply with relevant US legislation including the Fair Trading Act (which covers false descriptions). The Business Owner agrees to indemnify Grapevine Wall against all claims, costs arising out of any misleading information within their listings.
Grapevine Wall will take every care to reproduce faithfully the text, contact details and logos provided to us by Business Owners. We will not however be held liable for any loss arising out of any error or omission on our part.
Grapevine Wall reserves the right to determine the design and layout of Business Listings, and (at our discretion) make alterations to submitted details or logos, should we consider it to be necessary. Grapevine Wall will not be held liable for any loss arising out of such alterations.
Sponsor shall provide Grapevine Wall with its trademarks, logos, descriptions or information that it wishes Grapevine Wall to display on public web pages relating to their business as well as provide to Consumers via e-mail (collectively “Sponsor’s Content”). Sponsor agrees that Grapevine Wall may access, preserve and disclose Sponsor’s account information and Content: (a) to comply with legal process; (b) to enforce these T&Cs; (c) to respond to claims that any Content violates the rights of third parties; (d) to respond to your requests for customer service as provided in Grapevine Wall’s ”Help Section”; or (e) to protect the safety, rights or property of Grapevine Wall, its consumers and the general public. At any time, Grapevine Wall, in its sole discretion, shall retain the right to remove, edit, refuse to publish or otherwise exercise control over any Sponsor Content. Sponsor agrees that it will bear all risks associated with Sponsor Content, including but not limited to any reliance on the accuracy, completeness, or usefulness of such Content.
Materials and Logos
Grapevine Wall will take the utmost care of all materials and logo provided for Business Listing, but cannot be held liable for any loss or damage however caused.
It is the responsibility of the Business Owner to ensure they have the right to reproduce any digital images that they supply to us. The Business Owner agrees to indemnify Grapevine Wall against all claims costs arising out of any infringement of copyright for such images.
Grapevine Wall cannot be held liable for any loss or damages whatsoever incurred, including consequential losses such as lost income, in connection with sponsorship to the Grapevine Wall mission.
Sponsor hereby grants to Grapevine Wall the nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote Sponsor’s Content only in connection with Grapevine Wall’s obligations hereunder. “Grapevine Wall” and the Grapevine Wall logo are trademarks/service marks of Rally Earth, LLC. (the “Legal Entity”). Sponsor agrees not to display or otherwise use the Grapevine Wall Marks for any purpose whatsoever, except after obtaining Grapevine Wall’s prior written consent in each instance of such use. The Service and any future iterations of the Service shall remain the sole property of Grapevine Wall and Sponsor agrees not to reproduce, duplicate, copy, sell, trade, resell, remarket or otherwise exploit for any commercial purposes, any portion of the Service, or any use of or access to the Service, except as permitted hereunder.
Payment must be made by credit card or check. If payment is not received, the Sponsor will remain in Pending Status until payment is received and access to the program will be suspended.
Your subscription will be automatically renewed or billed by invoice if payment by check for the amount of your initial payment on the same day of the following month or year, depending on your sponsorship schedule, and continuing until you discontinue your recurring payment schedule. You may cancel your recurring billing at any time by calling 770.355.7779. By accepting these terms and conditions, you agree to start a recurring payment plan. Please note, due to the nature of our program, we ask for a 30 day notice to discontinue recurring payment plans.
If renewal payment is not received 7 days after the renewal invoice date your listings will no longer display on the Website and your access in the program will be suspended.
Level of Service
Grapevine Wall will make every effort to provide Business Owners with a first class service. Grapevine Wall will endeavor as far as practical to ensure that the Website is available on the Internet at all times. However some breaks in service are inevitable and often beyond our control, we are therefore unable to guarantee 100% availability.
Quality of Logos
Business Listings allow you to provide a logo to represent your Services which will be displayed alongside your Business Listing. Logos which are fuzzy, and of bad quality, too large or too small will be rejected.
Complaints from users of our Website are treated very seriously. If we have evidence that your Business Listing does not meet US advertising standard laws we have the right to suspend or terminate your activity.
Sponsor agrees to indemnify and hold Grapevine Wall, its third party publishers and list Businesses and their respective affiliates, employees, officers, agents, directors and representatives (“Grapevine Wall Indemnified Parties” or “Grapevine Wall”), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) arising out of or related to any breach of warranty or breach of this RESA. The indemnity obligations of this paragraph are contingent on Grapevine Wall giving prompt written notice of any such claim. Grapevine Wall will have sole control over the litigation or settlement of such claim
Each party represents and warrants that it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this RESA and that its performance hereunder will fully comply with all applicable laws, rules and regulations, including but not limited to the CAN-SPAM Act of 2003 and Children’s Online Privacy Protection Act of 1998. Any agency executing this RESA on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and remains jointly and severally liable for all obligations under this RESA.
Limitations of Warranties and Liability
(a) THE ADVERTISING SERVICE PROVIDED BY GRAPEVINE WALL, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GRAPEVINE WALL MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. GRAPEVINE WALL DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. GRAPEVINE WALL DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF CONSUMER. GRAPEVINE WALL MAY DISPLAY ADVERTISEMENTS AND OTHER INFORMATION ADJACENT TO YOUR CONTENT ON THE SITE AND Sponsor AGREES THAT IT IS NOT ENTITLED TO ANY COMPENSATION FOR SUCH ADVERTISEMENTS. UNDER NO CIRCUMSTANCES SHALL Grapevine Wall BE RESPONSIBLE FOR ANY CONTENT DISPLAYED ON ITS PARTNER OR AFFILIATE WEBSITE(S) OR ANY OTHER DISPLAY OF ADVERTISEMENT(S) OR INFORMATION THAT MAY BE ADJACENT TO Sponsor CONTENT. GRAPEVINE WALL DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE OR SCREEN DESIGN. ALL SERVICES ARE CONTINGENT UPON GRAPEVINE WALL’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND GRAPEVINE WALL IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. GRAPEVINE WALL SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME. GRAPEVINE WALL WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.
(b) GRAPEVINE WALL SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. GRAPEVINE WALL’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT FOR THE ADVERTISING CAMPAIGN IN QUESTION.
(c) The Provisions of this Section 9 are an essential element of the benefit of the bargain reflected in this RESA.
Neither party shall be liable for, or considered in breach of or default under this RESA on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of the Grapevine Wall Services); provided that the non-performing party gives reasonably prompt notice under the circumstances of such condition(s) to the other party.
This RESA shall be governed by the laws of the State of Georgia without respect to choice of law rules. The parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Gwinnett County, Georgia for such purpose, waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in the most recent Service Order. Any claim under this RESA, other than for indemnity and defense as provided herein, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice): If to Grapevine Wall, to the attention of the Director of Grapevine Wall, P.O. Box 2556, Buford GA 30518; If to Sponsor, to the executive and address set forth on the most recent Service Order.
Sponsor may not assign this RESA without the express prior written consent of Grapevine Wall. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that acquires substantially all of the party’s stock, assets or business.
Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.
Marketing Materials & Communications
Sponsor agrees that Grapevine Wall may identify Sponsor as a Grapevine Wall Sponsor in client lists and other marketing materials and use content submitted by Sponsor, including but not limited to Sponsor’s contact information and logo, for the purpose of customer service, promotion and marketing efforts. Sponsor consents to receive email communications with respect to goods, services and/or promotions offered by Grapevine Wall.
Entire Agreement, Modification
This RESA and exhibits or addenda thereto constitutes a valid and binding agreement between the parties, and has been duly executed by an authorized representative of each party. This RESA and any Service Order, exhibits or addenda is intended to be the parties’ complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized representatives of the parties. The terms and conditions hereof shall prevail exclusively over any written instrument or Service Order submitted by Sponsor even if signed by Grapevine Wall unless this RESA is expressly amended by an addendum attached hereto that references this RESA and the specific provisions to be modified. No interlineations to this RESA shall be binding unless signed by both parties.
Changes to This Plan
These terms and conditions may be amended or modified by Grapevine Wall at any time with or without notice; however, Grapevine Wall will endeavor to provide reasonable notice of any amendments or modifications.
Survival & Severability
Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this RESA shall survive and remain in effect after such happening, Each party acknowledges that the provisions of this RESA were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. Further that all provisions are inserted conditionally on their being valid in law. In the event that any provision of this RESA conflicts with the law under which the RESA is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the RESA, (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the RESA will remain in full force and effect.
Except as otherwise specified, the rights and remedies granted to a party under this RESA are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
This RESA may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this RESA shall be deemed to be an original.
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