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* What discount will your business offer to VIP Members? (e.g. "20% OFF all entrees")  
What are the restrictions, if any?  
* How many schools would you like to participate in the VIP Program?  
* How can your discounted products or services be purchased? (SELECT all that apply)



 

Terms and Conditions to the VIP Program

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS TO THE ECCOGEN VIP PROGRAM ("AGREEMENT") CAREFULLY. YOUR MEMBERSHIP IN THE ECCOGEN VIP PROGRAM IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING THE "I ACCEPT" BUTTON BELOW YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL REVISIONS THEREOF.

  1. Services. ECCOgen Affinity Group, LLC, D/B/A Affinity Group ("AG") administers services (the "Services") pursuant to which, among other things, it consults and advises it clients on marketing strategies, digital media and emerging technologies that can benefit their business and marketing goals. In connection with the Services, AG and/or AG's affiliates, have developed a program to provide certain school cafeterias and school campuses (such schools participating in the program, "Target Schools") access to a cashless purchase system designed to make it possible for parents to transfer funds to a program card so that students can use the card to purchase food at any participating location (the "ECCOgen Campus Card Program"). In addition to the ECCOgen Campus Card Program, students, graduates and parents of students and/or graduates of Target Schools will be given access to discount opportunities at various merchants (the "ECCOgen VIP Program" and such members of the ECCOgen VIP Program, "VIP Members"). Pursuant this Agreement, AG will provide the Services to the Merchant and grant Merchant membership in the ECCOgen VIP Program, which program combines the various Merchants for the ECCOgen VIP Program ("Membership"). As part of Membership, AG will include the Merchant's name, address, telephone number, discount/benefit, and restrictions as provided within the Agreement in at least one of AG's websites and/or other collateral and promotional materials targeted to the ECCOgen VIP Program.
  2. Term. The Agreement shall remain in effect until either party terminates the Agreement upon 30 days written notice prior to July 1 of the year in which the termination shall be effective. Should Merchant fail to make timely payment in accordance with the terms of this Agreement, AG, shall, in its sole discretion, be entitled to immediately suspend the Services and Membership and terminate the Agreement.
  3. Payment. The Merchant agrees to pay an annual fee of $100.00 for each Target School per year, (the "Annual Fee"). The Annual Fee shall be due within thirty (30) days of acceptance of Merchant’s Affinity Group Local Merchant Application by AG. In the event that the Merchant fails to timely pay any amount due hereunder, such overdue amount shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) and the Merchant shall pay all expenses, costs and attorney fees incurred by AG in collecting any such past due amounts. There is a fifty dollars ($50) change fee for the Merchant to make any changes to their offer for each School, which is due at the time of the change. Additionally, we offer optional graphic design services at a rate $40 per hour if clients request assistance on logo-related work or coupon design / layout.

    All payments shall be made via check or Bank Card (MasterCard or Visa).
  4. Discount. The Merchant agrees that at all times during the Term of this Agreement, the Merchant will offer at least one (1) discount to VIP Members presenting a valid AG discount coupon to the Merchant. The Merchant may change the discount during the Term, provided, however, that the Merchant shall provide written notice to AG of such change 30 days prior to the effective date of such change. There is a fifty dollars ($50) change fee for the Merchant to make any changes to their offer for each School, which is due at the time of the change. Further, Merchant agrees to educate all relevant employees on the Merchant’s participation in the ECCOgen VIP Program. Merchant agrees that the discount/benefit specified in this Agreement shall not be applied to alcohol, firearms, tobacco or material deemed of an adult nature.
  5. Subcontract. As part of providing its Services, AG will be entitled to subcontract certain marketing and revenue tracking services to a third party designated by AG (the "Authorized Subcontractor"). The Merchant, in order to receive the Services and obtain Membership, shall enter into a Master Services Agreement with the Authorized Subcontractor, which term shall, at a minimum, be concurrent with the Term of the Agreement.
  6. Merchant's Warranty. The Merchant warrants that (a) the Merchant has all the necessary rights and authorization to produce and distribute its products and/or services and to permit AG or its affiliates to promote and advertise the Merchant's products and/or services, (b) the Merchant's products and/or services and the rights granted under this Agreement do not infringe the proprietary rights of third parties, including copyrights, trademarks and trade secrets, (c) the images, written descriptions, and any other information or materials provided by the Merchant to AG or its affiliates for listing on AG's or its affiliates' website(s) and promotional materials are truthful and accurate, and (d) the Merchant's promotion and distribution of its products and/or services does not violate any applicable laws or regulations, including, without limitation, laws or regulations regarding obscenity and defamation.
  7. License and Ownership. The Merchant hereby grants to AG during the Term of the Agreement, a limited, non-exclusive, non-transferable, irrevocable during the Term of the Agreement, license to use and sublicense the Merchant's trade names, logos, trademarks, service marks, trade dress, Internet domain names, or similar proprietary marks and copyrights as reasonably necessary to perform AG's obligations under the Agreement, including providing Services and promoting the sale or usage of ECCOgen VIP Program memberships. AG hereby grants to Merchant during the Term of the Agreement, a limited, non-exclusive, non-transferable, irrevocable during the Term of the Agreement, license to use and sublicense AG's trade names, logos, trademarks, service marks, trade dress, Internet domain names, or similar proprietary marks and copyrights as reasonably necessary to perform Merchant's obligations under the Agreement, including promoting the sale or usage of ECCOgen VIP Program memberships.
  8. Privacy. Throughout the Term of the Agreement, both parties agree to adhere to fair information collection practices with respect to the receipt or provision of the Services and Membership. During the Term of the Agreement, the Merchant will not use the Services or its Membership to violate any third party's privacy rights, to send junk email, to interfere with third parties' uses of the Internet or other services (including hacking or other security intrusions), and the Merchant will abide by the terms of AG's Privacy Policy located at www.myaffinitygroup.com. The Merchant agrees never to alter any AG tags so as to include any personally identifiable or sensitive information of any visitors in such tags.
  9. Indemnification; Limitation of Liability.
    1. The Merchant agrees to indemnify, defend, and hold harmless AG and its affiliates (and their respective officers, directors, employees, shareholders and agents) from and against any and all third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to (i) any breach by the Merchant of the Agreement, including, but not limited to, breach of warranty; (ii) the violation of any applicable law or regulation by the Merchant; (iii) the operation or content of the Merchant's website(s); (iv) the alleged violation or infringement of any intellectual property or privacy rights of any third-party as a result of any materials provided by the Merchant to AG; (v) the sale or use of the Merchant's products; or (vi) the sale or use by the Merchant of any information collected by the Merchant.
    2. Neither AG nor the Merchant shall be liable to one another for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of the Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy. Except for liabilities resulting from AG's willful misconduct or recklessness, AG's liability hereunder shall not exceed the Annual Fee paid or payable by the Merchant under this Agreement within the one-year period immediately proceeding the date that the alleged wrongful act first occurred.
  10. General Provisions.
    1. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges and supersedes all prior discussions and writings between them with respect to the contents of this Agreement for the Services and Membership provided by AG.
    2. Governing Law. The Merchant consents to the personal jurisdiction of the state and federal courts located in California and agrees that any claim against AG shall be brought in the state or federal courts located in San Francisco, California. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of California without reference to conflict of law principles.
    3. Relationship. This Agreement does not constitute and shall not be constructed as constituting an agency, partnership or joint venture between AG and Merchant.
    4. Notices. The Merchant shall provide AG with any notice to relating to the Agreement at the addresses set forth below:

      ECCOgen Affinity Group
      3661 Buchanan Street, 4th Floor
      San Francisco, CA 94123

      AG shall provide the Merchant with any notice relating to the Agreement at the address provided by the Merchant in Merchant's Affinity Group Local Merchant Application.
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