1. Advertisements. Subject to the terms and conditions hereinafter set forth, Froogle, LLC shall place Advertiser’s advertisements in the Mobile App “Froogle app”. Advertiser shall provide all advertising content (the “Advertisements”) to be placed in the Mobile app “Froogle”. Advertiser warrants that its advertisement is in compliance with all laws, whether local, state or federal, to comply with the advertising of alcoholic beverages. Advertiser acknowledges and agrees that Froogle LLC does not create the content of the Advertisements and is not responsible for ensuring that said content complies with the provisions of Minnesota Statutes and Minnesota Rules pertaining to the advertising of alcoholic beverages or any other type of advertising. Froogle LLC will not be responsible for any advertisement that does not show up on any smartphone for any reason. Only users that have the mobile app “Froogle” on their smartphone, android or iphone only, will be able to receive the advertisement. Advertiser may not change the content of an Advertisement more often than once per month. Any changes to the Advertisements must be submitted to Froogle, LLC no later than 5:00 p.m. on the Friday before the week in which the change is to take place. Froogle, LLC shall not be liable for failure to display the Advertisements if such failure is cause by labor disputes, strikes, war, fire, flood, accident, material shortage, or any other circumstances beyond Froogle LLC’s control. In the event of such failure, Froogle LLC may, at its sole option, either extend the term of this Agreement or refund a pro rata amount of the fee paid by Advertiser under this Agreement.
2. Payment. Unless paid in full, Advertiser’s first monthly payment is due upon approving advertisement.. All other payments shall be made to Froogle, LLC on or before the day in which advertiser authorizes. If any payment is more than 30 days late, Advertiser shall pay a late charge of $29 for each month not paid. There will be a $30 charge for any dishonored payment. Froogle, LLC reserves the right to remove the Advertisements in the event of non-payment. Upon failure or neglect of Advertiser to pay as stipulated above, the entire unpaid balance of this Agreement shall become immediately due and payable. Advertiser authorizes Froogle, LLC to obtain a commercial and/or personal credit report regarding Advertiser and its business.
3. Term. The term shall commence on the date of the execution of this Agreement, shall continue thereafter for the submitted Agreement Term Length. This Agreement shall be automatically renewed for additional term length equal to that of the Agreement Term Length unless terminated (a) by either party via written notice (Certified US mail to Froogle, LLC PO BOX 45 Zimmerman , MN 55398) to the other party at least 30 days prior to the expiration of the initial term of this Agreement or any renewal term hereof; or (b) by Froogle, LLC at any time and for any reason or no reason, upon 30 days written notice to Advertiser, in which case Froogle, LLC will refund a pro rata amount to Advertiser for any amounts paid for time the Advertisements are not displayed.
4. Termination.
(a) If business does not honor their deal/coupon that Froogle has the right to remove them from the Froogle app without reimbursement and all monies due at that point will be due immediately.
(b) If business cancels with Froogle they are required to remove beacon and send back by Certified US mail to PO BOX 45, Zimmerman, MN 55398 with in 30 days. If the Froogle Beacon is not returned with in that period of time business will be charged $100 for restocking fee.
(c) Froogle has the right to remove business from Froogle app at anytime or for any reason.
5. Indemnity. Advertiser assumes liability for and agrees to indemnify, defend if requested by Froogle, LLC, and hold Froogle, LLC harmless from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, and expenses, including court costs and legal fees, of whatever kind imposed or incurred by or asserted against Froogle, LLC in any way relating to the Advertisements and/or the content thereof. This provision shall survive expiration or termination of this Agreement.
6. Costs Of Litigation. In the event that Froogle, LLC is involved in litigation with Advertiser to enforce the provisions hereof, including but not limited to collection of unpaid amounts, Froogle, LLC shall be reimbursed by Advertiser for its costs of litigation, including reasonable attorney fees.
7. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supercedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations or agreements among the parties in connection with the subject matter hereof, except as set forth or referred to herein. No supplement, modification, waiver or termination of this Agreement or any provision hereof shall be binding unless executed in writing by the parties to be bound. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
(b) Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, and are not intended to be full or accurate descriptions of the content thereof.
(c) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(d) In the event that any provision of this Agreement conflicts with the law under which it is to be governed, said provision shall be severed from this Agreement without affecting the remaining provisions thereof.
(e) All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, transferees, and permitted assigns.
(f) This Agreement shall be governed by the laws of the State of Minnesota without regard to the conflict of laws rules thereof.
(g) Nothing in this Agreement is intended to confer upon any person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other party, nor shall any provisions hereof give any entity any right of subrogation against or action against any party to this Agreement.
(h) All representations and warranties made pursuant to this Agreement and all agreements made by the parties pursuant to this Agreement shall survive the consummation of the transaction or transactions contemplated by this Agreement.
