CHAMBER PROGRAM MEMBER AGREEMENT
This Chamber Program Member Agreement (the “Agreement”) dated as of the date
signed by the Chamber of Commerce identified in Section IX of this Agreement (the
“Effective Date”) is made by and between Constant Contact, Inc., a Delaware corporation
with its principal place of business at 1601 Trapelo Rd, Suite 329, Waltham, MA 02451
(“CTCT”) and the Chamber of Commerce identified in Section IX of this Agreement (the
“Chamber”).
RECITALS
CTCT provides small businesses and organizations with a variety of products and related
tools and resources including:
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CTCT Email Marketing (the "Email Marketing Product");
CTCT Online Survey (the "Survey Product"); and
CTCT Event Marketing (the "Event Marketing Product").
In addition to the products described above, CTCT provides a variety of related offerings,
including email archiving and premium image hosting services. The Email Marketing
Product, the Survey Product, the Event Marketing Product, and any related offerings are
referred to in this Agreement as the “CTCT Service."
CTCT has developed a program known as the “Chamber Program” to assist Chambers of
Commerce in communicating more effectively with their members, and to provide
Chambers of Commerce with the ability to offer the CTCT Service as a membership
offering.
Chamber desires to become a member of CTCT’s Chamber Program and to receive a free
CTCT account, subject to the terms and conditions set forth below.
In consideration of the mutual covenants contained herein, CTCT and the Chamber have
agreed and do hereby agree as follows:
I.
Chamber Account.
A.
During the Term (as such term is defined below) of this Agreement,
CTCT shall provide Chamber with access to a CTCT account, free of charge, except as
set forth below. Subject to the limits described herein, the Chamber account shall include
the Email Marketing Product (up to five thousand (5,000) email addresses), the Survey
Product (up to five thousand (5,000) responses per month), the Event Marketing Product
(up to ten (10) open events per month), unlimited image hosting and email archive. With
respect to the Email Marketing Product, if the number of email addresses in the
Chamber’s account exceeds five thousand (5,000) email addresses, the Chamber shall
pay CTCT a monthly fee in accordance with CTCT’s normal billing practices the
difference in price between the fee for an account with five thousand (5,000) email
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addresses and the fee for an account of the actual size of the Chamber’s account. With
respect to the Survey Product, if the number of survey responses in the Chamber’s
account exceeds five thousand (5,000) responses per month, the Chamber shall pay
CTCT a monthly fee in accordance with CTCT’s normal billing practices a $0.05 overage
charge per response for responses over five thousand (5,000). With respect to the Event
Marketing Product, if the number of open events in the Chamber’s account exceeds ten
(10) in any month, the Chamber shall pay CTCT a monthly fee in accordance with
CTCT’s normal billing practices the difference in price between the fee for ten (10)
events and the fee for an account with the actual number of events in the Chamber’s
account. The fees described in this Section I are based on CTCT then-current fees, taking
into account any non-profit and/or prepay discounts, and are subject to change in CTCT’s
sole discretion.
B.
CTCT may from time to time add additional products and services to the
CTCT Service. CTCT may, in its sole discretion, make such additional products and
services available to the Chamber account on a free or discounted basis under CTCT’s
Chamber program. In the event CTCT determines to make such additional products and
services available to Chamber under CTCT’s Chamber Program, CTCT shall notify
Chamber of the additional products and services and the terms and conditions that apply
to Chamber’s use of such additional products and services. Notwithstanding anything to
the contrary in this Agreement, any such notice shall serves as an enforceable amendment
to this Agreement binding on CTCT and the Chamber.
C.
In order to activate an account, the Chamber shall complete this
Agreement, and will be bound by CTCT’s standard terms and conditions applicable to all
CTCT accounts and by the marketing, publicity and linking requirements as further
described in this Agreement.
II.
Marketing Activities.
During the Term of this Agreement, Chamber will engage in at least four (4) marketing
activities annually, which focus on CTCT. These activities may include, but are not
limited to,
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include CTCT material in Chamber Welcome Kit
email or direct mail campaign to membership
email introduction of CTCT to membership
Chamber breakfast
Chamber after hours event
Chamber educational/training seminar
In regions where CTCT employs a Regional Development Director (RDD), the RDD
may conduct two (2) training seminars for the Chamber’s members and other invited
guests each year at Chamber facilities.
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III.
Press Release.
Within thirty (30) days after the Effective Date, CTCT and Chamber will issue a joint
press release describing the Chamber Program and Chamber’s membership in that
program.
IV.
Logos.
A.
Chamber grants to CTCT, during the term of this Agreement, a nonexclusive, non transferable, royalty-free right to use Chamber’s logo for the purposes of
identifying Chamber as a member of the Chamber Program.
B.
For as long as the account is in effect, Chamber will list CTCT as a
corporate sponsor on the appropriate webpage on its website and will link to the cobranded landing page created for the Chamber by CTCT.
V.
DISCLAIMER OF WARRANTIES
CTCT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL
(INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH RESPECT TO
THE CHAMBER PROGRAM, THE CTCT SERVICE OR ANY OTHER MATERIALS
OR INFORMATION PROVIDED UNDER THIS AGREEMENT.
VI.
LIMITATION OF LIABILITIES
A.
IN NO EVENT SHALL CTCT BE LIABLE FOR ANY
CONSEQUENTIAL,
INDIRECT,
INCIDENTAL,
PUNITIVE,
SPECIAL,
EXEMPLARY OR OTHER RELATED OR SIMILAR DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND
THE LIKE FOR BREACH OF THIS AGREEMENT, EVEN IF CTCT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B.
CTCT AGGREGATE LIABILITY ARISING OUT OF THIS
AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR
OTHERWISE, SHALL NOT EXCEED US$ 100.
VII.
Term and Termination.
A.
Term. The term of this Agreement shall commence on the Effective Date
and shall remain in effect for an initial term of one (1) year (“Initial Term”). Thereafter
the Agreement shall be automatically renewed for consecutive one-year periods (each a
“Renewal Term”) unless either party provides notice in writing, at least thirty (30) days
prior to the end of such year, of its intention not to renew this Agreement. The Initial
Term and any Renewal Term are collectively referred to herein as the “Term.”
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B.
Termination for Cause. This Agreement may be terminated by either
party upon fifteen (15) days prior written notice to the other party by reason of the
material failure of such other party to comply with the terms of this Agreement, as
applicable, provided that such failure remains unremedied at the end of such fifteen (15)
day period.
C.
Termination Without Cause. Either party shall have the right to terminate
this Agreement during any Renewal Term upon thirty (30) days written notice to the
other party.
VIII.
General.
A.
CTCT may, in its sole discretion, offer account discounts and other
benefits to members of the Chamber. These discounts and other benefits may be
terminated or revised at any time by CTCT.
B.
Chamber may not assign this Agreement in whole or in part without
CTCT’s prior written consent.
C.
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without regard to its conflicts of laws provisions. Any action, suit, or other
legal proceeding, which is commenced to resolve any matter arising under or relating to
any provision of this Agreement, shall be commenced only in a court of the
Commonwealth of Massachusetts (or, if appropriate, a federal court located within
Massachusetts), and CTCT and the Chamber each consents to the jurisdiction of such a
court.
D.
If any provision of this Agreement is found invalid or unenforceable, that
provision shall be enforced to the maximum extent permissible, and the other provisions
of this Agreement shall remain in force.
E.
All notices under this Agreement shall be personally delivered or sent by
certified or registered U.S. mail or nationally-recognized express courier, return receipt
requested, to the addresses above. Either party may change its address for notices under
this Agreement by giving written notice to the other party by the means specified in this
Paragraph. Notices shall be effective upon receipt.
F.
No failure of either party to exercise or enforce any of its rights under this
Agreement shall act as a waiver of such right.
G.
This Agreement contains the entire understanding between the parties with
respect to the subject matter hereof, superseding and replacing any and all prior or
contemporaneous agreements, communications, and understandings (both written and
oral) regarding such subject matter. This Agreement may only be amended by an
instrument in writing signed by both parties.
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H.
The parties to this Agreement are independent contractors. Neither party
is an agent, representative, or partner of the other party. Neither party shall have any
right, power or authority to enter into any agreement for or on behalf of, or incur any
obligation or liability of, or to otherwise bind, the other party. This Agreement shall not
be interpreted or construed to create an association, joint venture, partnership, franchise,
sales representative or employment relationship between the parties or to impose any
partnership obligation or liability upon either party. Each party shall bear its own costs
and expenses in performing this Agreement.
IX.
Signature.
Please complete the information below and return the form to CTCT. This Agreement is
not binding upon CTCT until CTCT verifies your eligibility under the Chamber Program.
At that time you will receive a complimentary CTCT’s account for your organization’s
use, subject to the terms and conditions set forth above. You will be contacted with the
username and password for your CTCT account.
Chamber: __________________________________________________________
Name: _____________________________________________________________
Address: ___________________________________________________________
Phone: _____________________________________________________________
Email Address: ______________________________________________________
URL: _____________________________________________________________
Existing Constant Contact User Name (if applicable):
_______________________________
_____________________________
Signature
_____________________________
Title
_____________________________
Date
Please fax completed agreement to: 781-652-5112
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