Read this agreement in its entirety. By reading this Agreement, and marking this document as READ you AGREE to the terms set forth and acknowledge that you understand all of the terms of this Advertising Agreement document, published by WPL ENTERPRISE, LLC, a Missouri limited liability company, hereinafter referred to as “WPL” and doing business as Defenders Gateway. You agree and understand that you are making this agreement on behalf of your company the “Client” in this document.
A. WPL and Defenders Gateway is engaged in the business of selling advertising to be placed in a database and presented to first responders, veterans and current members of the United States military within the context of an application (App) under the brand name DEFENDERS GATEWAY™. WPL and Defenders Gateway sells advertising marketed through this application and viewed by the aforementioned individuals.
B. CLIENT desires to advertise its services or product(s) on the DEFENDERS GATEWAY™ application. WPL (Defenders Gateway) and Client agree on the advertising purchase price amount and terms set forth on this Advertising Agreement and on the Sign-Up Form provided on this web site, as well as the discount to be offered to WPL’s Defenders Gateway ™ Subscribers or Defenders, the users of the Application.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, WPL and Defenders Gateway, and Client agree as follows:
1. WPL agrees to provide Client designated advertising space in the form of a listing on WPL’s application (App) named Defenders Gateway ™ in exchange for the stated fee set forth on the web site Sign-Up Form, listing will be placed under Clients choice of Heading on the App, for one of the following terms:
A. Term one (1) year B. Term two (2) years
2. Client agrees to provide a discount for its services or product(s) to the DEFENDERS GATEWAY™ App subscribers or Defenders in the percentage stated on the web site Sign-Up Form provided. This discount will be calculated off of regular Client pricing for their services or product(s). In the event Client fails to provide the agreed-upon discount to subscribers or Defenders, this Agreement shall be terminated upon written notice to Client. Termination of this Agreement shall be without prejudice to any right, remedy or obligation of either party arising hereunder prior to such termination.
3. Any amounts paid under this Agreement, whether it survives the full term or is prematurely terminated, shall be non-refundable.
4. The relationship between the parties shall be that of an independent contractor. Neither party shall not have the right to control the manner or method in which the other party operates or to bind the other party to any contracts or agreements except those specifically in furtherance of this Agreement.
5. Both parties and their agents and employees shall at all times comply with all applicable laws and regulations related to the terms, provisions and operation of this Agreement.
6. Each party agrees to indemnify, defend and hold the other party harmless from and against any claim, demand, loss, penalty, damages, cause of action, or expense (including attorney fees and other litigation expenses) asserted against, sustained by, resulting to, imposed on, or incurred by indemnified party, and caused in whole or in part by the acts or omissions of indemnifying party or anyone employed by the indemnifying party, except to the extent such damage is caused by solely by the negligence of the other party.
7. The rights and obligations of the parties hereunder shall be governed by, and the validity and interpretation of this Agreement shall be determined in accordance with, the law of the State of Missouri. Jurisdiction and venue on all suits and special proceedings shall be limited to and deemed proper only in St. Louis County, Missouri, and Client consents to said jurisdiction and venue and waives any objections based on venue or convenience of the forum.
8. The parties agree that this Agreement cannot be assigned by either party, without written consent of the other. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
9. In any litigation, arbitration or other proceeding arising out of or in any way relating to this Agreement, the prevailing party shall be entitled to recover from the other party any and all costs and expenses, including reasonable attorney fees and expert witness fees, incurred by the prevailing party in connection with such proceeding.
10. This Agreement is the complete and final expression of the agreement between the parties. Any other oral or written negotiations or agreements of the parties are hereby revoked. No change, modification, or amendment shall be valid unless the same is in writing, signed by the parties hereto, and specifically provides for amendment, change, or modification of this Agreement. Neither party is relying on any promise or representation not expressly set forth therein.
END OF TERMS
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