SHOW YOUR CARD & SAVE CLUB-VENDOR LICENSE AGREEMENT
1. Parties and Purpose
This Agreement is made on the 17th day of October, 2005, by Nitar Tech Corp.,
0000 Xxxxxxxxx Xx., Xxxx #0, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx L5N 657 (hereinafter
referred to as ("Vendor") and The Auto Club Group, a Michigan non-profit
corporation, consisting of Chicago Motor Club (AAA Chicago), Automobile Club of
Michigan (AAA Michigan), AAA Minnesota/Iowa, Cornhusker Motor Club (AAA
Nebraska), North Dakota Automobile Club (AAA North Dakota), and AAA Wisconsin,
Inc. hereinafter collectively referred to as "Club"). Vendor wants to increase
business by offering its products and services at a discount to members of the
American Automobile Association ("AAA") and the Canadian Automobile Association
(CAA), and Club wants to increase its membership and to retain and/or improve
membership satisfaction by offering Vendor's products and services at a
discount. To accomplish these goals, the parties agree to the following terms
until this contract is terminated or modified as provided below.
2. Discounts/Benefits
Vendor agrees to offer the following discounts or special benefits to all
members of the American Automobile Association ("AM"), Canadian Automobile
Association ("CM"), AAA/CAA international affiliated clubs, and ARC Europe
affiliated clubs, showing the "SYC&S" or the "SYC!" xxxx on their club
membership card, or the approved temporary SYC&S discount card (See Exhibit A
a. Vendor shall provide to members of AM and CAA a discount off the prices it
charges it to the public large for its products and services, or other special
benefit, as follows:
MEMBERS WILL BE OFFERED A 60 DAY FREE TRIAL PERIOD.
b. Vendor may provide to members of AAA and CAA additional discounts through
special promotions, subject to prior approval by Club.
c. The offer shall be available upon presentation of a valid AAA or CM
membership card or valid AAA Visa or AAA MasterCard. No other documentation
shall be required. No coupon may be required by Vendor, except for, with AAA
approval, short-term testing of the Offer over a limited geographic area.
d. Except as set forth in this Agreement, Vendor may not limit the frequency of
usage by the member of his or her membership card, in recognition of the
continuous nature of the discount program described herein.
e. The discount provided to members of AAA and CM represents the best ongoing
discount Vendor offers, and is superior to any current or future ongoing
discount offered to the public at large or to members of organizations that are
open to the public at large. If Vendor engages in coupon discount or other price
promotion marketing in a regular basis, the discount offered pursuant to this
Agreement shall be superior to the other coupon and/or price promotion offers.
f. The Offer shall be available at all of Vendor's company-operated locations
and at no less than 100% of Vendor's franchisee-operated locations.
3. License to Use Xxxx
Club grants to Vendor a non-exclusive license to use the service xxxx subject to
the terms of this Agreement. Vendor agrees to use the SHOW YOUR CARD & SAVE@
xxxx solely for the purpose of identifying itself as a participant in the SHOW
YOUR CARD & SAVE@ discount program.
4. Display Of Xxxx
(a) During the term of this Agreement, Vendor shall use the AAA Emblem and the
Show Your Card & Save@ xxxx only in conformance with the rules and regulations
promulgated by AAA from time to time. It is expressly agreed between the parties
that AAA retains full ownership of the Emblem and the Show Your Card & Xxxxx!!)
xxxx and registrations thereof.
(b) Every display of the xxxx shall be in substantially the following form or
such other form as the Club may establish from time to time:
(c) The xxxx xxx not be altered, modified, or combined with other design
elements.
(d) The xxxx xxx be displayed only in the front windows or entry doors of
Vendor's premises, inside the Vendor's premises, and in print advertising. The
xxxx xxx be graphically displayed in television advertising, but may not be
audibly represented on television or radio other than through expression of the
phrase "AAA MEMBERS SHOW YOUR CARD & SAVE"
(e) Vendor shall submit to Club samples of each use of the xxxx, including but
not limited to photos of any use of the xxxx on Vendor's premises.
(f) Vendor shall relocate or remove displays of the xxxx upon the Club's
request.
(g) Promotion of this Agreement outside the territory assigned to Club by AAA is
subject to the approval of the club responsible for that territory. Should
approval be denied, Vendor will cease from any future promotion within that
club's territory that states or implies approval of that promotion by AAA or by
Club. Club will notify Vendor of any such denial as soon as possible.
(h) Each usage of the xxxx by Vendor, other than those uses defined above, must
be pre-approved by Club. This pre-approval right shall be accomplished by
submitting advance copy of all such promotional materials to Club sufficiently
in advance of publication deadlines to allow Club reasonable opportunity to
review them.
(i) Non-approved usage of the xxxx by Vendor shall be deemed a significant
violation of this agreement and may result in the termination of this Agreement
by the Club. Vendor shall not use the Club's name, or otherwise refer to the
Club in any advertising, publicity or promotion except with the prior consent of
the Club.
5. Publicity and Training
a). Vendor shall display the Show Your Card & Save ("SYC&S") door/window decal
prominently plus other SYC&S point-of-sale materials as reasonably requested by
Club and agreed to between Club and Vendor.
b). Vendor may display additional materials furnished by Club prominently in
customer areas in an attractive manner, if it is reasonable to do so as
determined by the nature of the materials themselves, and the space available to
display them.
c). Club shall list Vendor as a participating Vendor on various print
advertising and other promotional materials it distributes to members at the
nearest Club branch location.
d). Club may conduct other advertising as it deems appropriate. Any use of the
Vendor's name or logos by Club shall be in accordance with the specifications of
Vendor.
e). Vendor shall train its front line employees concerning the details of the
program described herein, and shall encourage them to promote the program in the
course of their customer contacts.
6. Inspectors/Research/Tracking
a). Club may inspect premises occupied by Vendor to observe placement of
materials referring to Club, to observe the manner in which the SHOW YOUR CARD &
Save xxxx is displayed and to otherwise observe the manner in which its members
are being served. Also, Club may conduct research on this program, which may
include, but is not limited to contact of AAA and CAA members who became
Vendor's customers through this program, to aid in this research.
b). Vendor shall track all sales, in dollars and number of transactions, to
AAA/CAA members who make purchases through this program, if it has the technical
capability to do so Vendor shall provide to Club a report that contains this
tracking information at a mutually agreed frequency.
c). Vendor shall not maintain, use or sell any list or database of AAA, CAA or
Club members. Except as required or permitted by this Agreement, Vendor shall
not use, copy, or divulge any information provided by AAA or AAA/CAA clubs.
7. Indemnity and Evidence of Insurance Coverage
Vendor shall indemnify, defend and otherwise hold harmless Club, the American
Automobile Association, Inc., their officers, directors, agents and employees
from and against any and all loss, liability, claim, damage and expense
(including, without limitation, court costs and attorney fees) resulting from
bodily injury, personal injury, or property damage arising out of any act or
omission by Vendor, its employees or agents in furtherance of this Agreement.
Vendor shall maintain, in an amount no less than $300,000 per occurrence,
general liability insurance, including coverage for bodily injury, personal
injury, property damage, products liability, contractual liability, and
completed operations, to protect Club, the American Automobile Association,
Inc., their officers, directors, agents and employees from any such loss,
liability, claim, damage and expense. If Vendor is required to carry motor
vehicle insurance, Vendor shall maintain occurrence-based commercial vehicle
insurance in an amount no less than $2,000,000 combined single limit.
8. Disputes
Vendor is responsible for good faith efforts in quickly resolving directly with
AAA and CAA members any complaints that such customers have which arise through
Vendor's furnishing of products and services through this program, including
complaints about charges. If it is discovered that Vendor failed to provide the
agreed upon discount, it shall quickly refund to the AAA or CAA member the
amounts due. If such good faith efforts are unsuccessful, Vendor shall cooperate
with Club in attempting to resolve such complaints, with an acknowledged
commitment to further the goals of this Agreement as set forth in paragraph 1.
9. Term
The initial term of this Agreement is one year, commencing on the date indicated
in paragraph 1. It shall automatically renew for successive one-year terms
unless one of the parties provides notice of its intent not to renew or to
terminate, as provided below. Within the second term and beyond, either party
may terminate this Agreement at any time, subject to 60 days advance notice, as
provided below.
10. Termination
At least 60 days before the end of the first term, or in the second term and
beyond, either party may non-renew or terminate this Agreement by giving written
notice to the opposite party a minimum of thirty (30) days in advance of the
effective date of termination, provided, however, that Vendor shall continue to
honor the Club member discounts specified in paragraph 2 of this Agreement on
request for a grace period of sixty (60) days following the effective date of
termination of this Agreement. The notice of termination must be delivered to
the address of the opposite party indicated in the signature block of this
Agreement unless a party has notified the other of a different address for
correspondence purposes following the date this Agreement is made. Upon the
effective date of termination by either party, Vendor shall immediately remove
all promotional materials from its locations, including but not limited to
stickers and any other materials furnished by Club or furnished by Vendor (with
pre-approval from Club).
11. Miscellaneous
a) This Agreement supersedes all prior written or oral agreements or
understandings and contains the entire Agreement by and between parties hereto
with respect to all matters pertaining to the Club "Show Your Card & Save"
Member Discount Program. No amendment to this Agreement shall be effective
unless it is in writing, specifically states that it is amending this Agreement,
and is signed by a duly authorized representative of each party.
b) If any dispute arises concerning this Agreement, the dispute shall be settled
by binding arbitration in Xxxxx County, Michigan in accordance with the
commercial arbitration rules then obtaining of the American Arbitration
Association, and judgment upon the award rendered may be entered in any court
having jurisdiction thereof. The award of the arbitrators shall be binding and
final on all parties. The parties shall bear their respective costs of
arbitration except that the losing party shall pay all fees and charges of the
neutral arbitrator and the American Arbitration Association
c) Under no circumstances shall the Vendor, its agents, or employees be deemed
to be Club agents or employees.
d) Under no circumstances shall the Cub, its agents, or employees be deemed to
be Vendor agents or employees. Please add!
e) Neither Club nor Vendor may assign this Agreement and any attempt to do so by
either party is null and void.
12. [Optional] Addendums
The Addendums listed below are attached hereto and are part of this Agreement:
Website Access
13. All notices, requests, demands and other communications under this Agreement
(Addendum) shall be deemed to have been dully given on the date of service if
served personally I on the party to whom notice is to be given, or on the third
day after mailing, if mailed to the party to whom notice is to be given, by
overnight service by a recognized courier such as Fedex, UPS, and the like, if
addressed to the party to be served, at the address set forth in the Agreement.
14. Signatures and Addresses of the Parties
Signed and Agreed:
By Xxxxxxx Xxxxx The Auto Club Group
Xxxxx Xxxx, III
-/S/- -/S/-
--------------------------------- ---------------------------------
(Signature) (Signature)
Its: NITAR Tech Corp. Its: AVP, Marketing
0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx, XX 0 Xxxx Xxxx Xxxxx
Xxxxxx X0X 0X0 Xxxxxxxx, XX 00000
Date: Oct 17/2005 Date: Oct 22/2005
