SIMPLY PROPOSED VENDOR ADVERTISING AGREEMENT

This ONLINE ADVERTISING AGREEMENT  (“Agreement”) is made and entered as of the date it is electronically accepted, by and between Simply Proposed, L.L.C., a Minnesota Limited Liability Company, (hereinafter “SP”), and you, the signee (“Vendor”).

RECITALS

WHEREAS, SP owns and operates a website named www.SimplyProposed.com (“Website”);

WHEREAS, SP is a wedding website that uses website advertisements / listings to connect couples with vendors who offer various wedding and event services; WHEREAS, Vendor wishes to become featured as a “Vendor” on the Website;

WHEREAS, Vendor desires to have text-based links (“Advertisements”) placed on the Website to promote its products and services and connect it with potential clients;

NOW THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, and in accordance with the terms and conditions contained herein, the parties agree as follows:

TERMS

1.         Advertisement Display. SP agrees to publish Advertisement(s) on its Website. Under this Agreement, Vendor will receive a standard listing including: business name, about us, contact information, logo, social media links, photos and video.

2.         Advertisement(s) Content. SP reserves the right to review and approve the submitted Advertisement(s), and may reject any Advertisement for any reason, exercised in good faith.

Advertisements shall not contain:

(i)         any content promoting the abuse of alcohol or tobacco or use of illegal substances, pornography, or adult-oriented content;

(ii)        any content which contains expletives or other inappropriate language;

(iii)       any content that promotes illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes or investment opportunities, or advice which is contrary to law;

(iv)       any content that is libelous, defamatory, contrary to public policy or unlawful or any other content deemed inappropriate by SP in its sole discretion.

Vendor is solely responsible for providing Advertisement(s) in the format required for display. Vendor acknowledges that SP will not be responsible or liable for the quality of any portion of Advertisement(s) that does not meet the established mechanical criteria.

3.         Intellectual Property. Vendor grants SP a limited, nontransferable, nonexclusive license

to copy, reproduce, use, store, set up, prepare derivative works, distribute copies, publicly display, publicly perform and transmit the Vendor’s Advertisement (including any tradenames, trademarks and service marks) during the term of this Agreement and solely in connection with this Agreement, including for the purpose of fulfilling SP’s responsibilities under this Agreement. After termination of this Agreement, SP will remove the Vendor’s Advertisement and cease further display of the Advertisement.

SP shall own and retain exclusive title to all content, copyrighted works, trademarks, service marks, logos, and/or graphics which are owned and/or developed by SP and which may be used by Vendor. Nothing in this Agreement grants Vendor any right to use the name, trademark, or service mark of SP, including use in any advertisement, sales promotion, or press release, without SP’s prior written approval.

4.         Vendor Warranty. Vendor warrants that:

(i)         Advertisement(s) shall not include or constitute, or be the subject of a notice or claim of, any false designation of origin, false advertising or unfair competition under the law of any state or country;

(ii)        Advertisement does not and shall not contain or have been alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violate any applicable law or regulation, or infringe any proprietary, intellectual property, contract or tort right of any person, or misappropriate a person’s trade secret, name, likeness or identity;

(iii)       Content supplied by Vendor is owned by or licensed for use by Vendor and, by supplying Content to SP, Vendor automatically warrants that it owns or holds a valid License for the Content, and that Vendor has the right to authorize SP to copy, reproduce, use, store, set up, prepare derivative works, distribute copies, publicly display, publically perform and transmit the same. Vendor shall immediately inform SP in writing of the termination of any License for Content covered by this Agreement, or of any reason that may prohibit the rights Vendor is giving SP under this Agreement; and,

(iv)       Vendor shall indemnify and hold SP harmless from and against all liability, claims, damages, penalties, fines, costs, and expenses, including SP’s attorney’s fees and court costs, in the event of any violation or claim of violation of any copyright laws, service marks, trademarks, patents, intellectual property or other rights by SP arising out of or related to Content provided by Vendor to SP.

5.         Disclaimer. SP cannot guarantee the authenticity of every inquiry or potential lead. Additionally, SP’s services and Website are provided “as is” without warranty of any kind, express or implied and any use of the services or Website are at Vendor’s sole risk. SP does not warrant that the services or Website will be uninterrupted or error free, nor does SP make any warranty as to the performance or results that may be obtained by use of the services or Website. SP makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.

6.         Independent Contractor. SP shall provide the services described herein as an independent contractor and SP shall not act as an employee, agent or broker of the Vendor.

7.         Termination. SP reserves the right to terminate this Agreement at any time.

8.         Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assignees. Vendor may not assign this Agreement or any part of this Agreement without the prior written consent of SP. In the event of a permitted assignment, Vendor will require its assignee to assume all of its obligations under this Agreement in writing.

9.         Notices. Whenever, under the terms of this Agreement, notice is required or permitted to be given by one party to the other party, such notice shall be sent via email, and in writing and writing, shall be deemed to have been sufficiently given if (i) sent by any nationally recognized overnight courier service that provides receipted delivery service, delivery charges prepaid, return receipt requested, or (ii) sent by the United States Mail, priority mail, in a properly stamped envelope, certified or registered mail, return receipt requested, addressed to the party to whom it is given, at the address publicly listed for the company. Any written notice shall be deemed effective upon the date of delivery as indicated on the return receipt, or forty-eight (48) hours after delivery or mailing, if there is no return receipt showing date of delivery. is

10.       Governing Law, Dispute Resolution & Venue. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota. If any dispute, controversy or claim arises between the parties with respect to this Agreement or any future amendment to this Agreement, the parties will submit the matter for mediation before a mutually agreed upon mediator. If the parties cannot agree on a mediator, the matter will be heard by a mediator appointed through the Minnesota Mediation Center or similar service if Minnesota Mediation Center no longer exists. If mediation does not result in agreement, the parties agree to Minnesota state courts in Hennepin County, Minnesota, as the venue for any litigation regarding this Agreement, including the rights and obligations of any party to this Agreement.

11.       Severability. If any provision of this Agreement shall be declared invalid or unenforceable, then that provision shall be modified to a provision that is valid and enforceable, and most closely carries out the intent of the initial provision, and all remaining provisions shall continue in full force and effect.

12.       LIMITATION OF LIABILITY. ABSENT SP’S WILLFUL OR INTENTIONAL MISCONDUCT, SP IS NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT. VENDOR AGREES THAT ITS MAXIMUM REMEDY FOR ANY DISPUTE WITH OR CLAIM AGAINST SP SHALL NOT EXCEED $100.

13.       Indemnification. Vendor shall at its own expense, indemnify and hold harmless and defend SP, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, sub licensees, and agents from and against any and all claims, losses, liabilities, damages, demands, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement by Vendor or (b) other actions of Vendor.

14.       Entire Agreement; Amendment. This Agreement, together with the Cancellation Form (when applicable), which is attached and made a part of this Agreement, contains the entire understanding between the parties with respect to its subject matter and supersedes any and all other prior written or oral agreements and understandings between the parties.  No amendment or modification of this Agreement shall be effective unless executed in writing and signed by both parties

15.       Waiver. No waiver of any default by any party to this Agreement shall be implied from any omission to take any action on account of such default and no waiver shall affect any default, other than the specific default waived.

16.       Survival. Notwithstanding anything to the contrary in this Agreement, provisions, which by their nature and intent should survive the expiration or termination of this Agreement, shall survive.

17.       Counterparts. This Agreement may be executed in one or more counterparts, electronically or by hand, and shall become effective when one or more counterparts have been signed by all Parties.  Each counterpart shall be deemed an original but all counterparts shall constitute a single instrument. Any facsimile copy, other copy or reproduction of a single counterpart original of this Agreement shall be as fully effective and binding as the original signed counterpart of this Agreement.

By checking the box below, you represent that you arean authorized agent of VENDOR, meaning that you have authority to contractuallybind VENDOR. I hereby acknowledge that Ihave read, understand, and agree to the terms and conditions set forth above.