Terms & Conditions
TERMS, CONDITIONS, AND POLICIES OF SEEK SPOT
• AUTHORIZATION. The party placing a Listing or Sponsorship (“Partner”) in Seek Spot (“Company”) directory represents and warrants that it is the duly authorized and appointed agent for, or representative of, the product, service, or place of business to be listed under this Agreement. Partner represents and warrants its authority to publish and advertise the Listing as submitted to the Company, including, but not limited to, the use of any photography, video, reproduction, endorsement, trademark, or trade name.
• PAYMENT. Partner must pay the Company in accordance with the terms and conditions set forth in the Partnership Agreement. The Company has the right to hold the Partner liable for such monies that are due and payable to the Company.
o Payments on lines of credit are subject to a $5 monthly processing fee.
o Payments on lines of credit are due on the 1st and must received no later than the 5th.
o Payments on lines of credit which are agreed to be paid by direct debit (ACH debit checking account) will be debited on the 1st
o If payment is not received or cannot be debited by the 5th a $20 late fee will be applied.
o Discounts will be credited to the last month(s) of the contract.
• PAYMENT PLANS. The Company’s directory is published once a year (every 12 months). Listings in print will be for one year and cannot be removed after contract deadline. Thus, Partner agrees Payments are a payment plan on a line of credit. They are a courtesy extended to Partners and cannot be canceled for any reason.
o Partners requesting extension of credit must submit pay with Direct Debit (ACH)
o Partners refusing Direct Debit (ACH) may pay with a Credit Card (with a second credit card back up) though a credit application must be submitted (one time fee of $15 applies) for a credit report. The information obtained will be used to determine extending credit and the amount. The Company will hold all submitted financial information in the strictest of confidence. Based on findings from the credit review, an additional deposit may be required. If the Company denies credit, there will be no refund of $15 application fee and any Listing must be paid in full.
• COMMUNICATION. The Company will make its best efforts to communicate with Partners.
o For all communications, two emails will be sent and a follow up phone call will be made. If Partner fails to respond to all three attempts by Company, Partner forfeits rights.
o Partner agrees to inform all employees that a listing has been placed in the Companies directory and agrees to respond to Companies email requesting conformation of such communication.
• SUBMISSION OF LISTING AND DEADLINES. Partner must adhere to the Instructions and submit all required items to the Company by the Contract, Materials and Approval Deadlines.
o All materials must be submitted online using the Materials Submission Form. No materials will be accepted in any other format.
o If Partner fails to submit any or all materials for the offers in the package purchased, those offers will be forfeited.
o If Partner fails meet any of the published Deadlines, the Company may reject the submission for the current Publication Issue and publish in the next Publication Issue. If the Company publishes in the next Publication Issue, Partner’s payment shall be credited to the next Publication Issue and the term of publication shall be extended accordingly.
• PROOFS. Partner must proof the Listing for accuracy by the Proof Approval Deadline. Company is not responsible for errors or omissions in any advertising materials provided or approved by the Partner or its agency. Print-ready material submitted for full page listings by the Partner or agency will not be sent a proof. Partner is entitled to a maximum of three proofs and corrections; any revisions thereafter will be charged $75.00 per proof.
o If Partner fails to communicate proof approval prior to the Proof Approval Deadline, the Company may reject the submission for the current Publication Issue and publish in the next Publication Issue.
• LISTING RULES AND QUALITY.
o Partner will be placed in chosen subcategory and their listing will be alphabetically placed based on their DBA (doing business as – DCCA business name) except when behind a sponsor. We will not accept change to DBA name to move up or down the alphabet for listing purposes.
o Partner must adhere to the quality requirements as set forth in the Materials Instructions. If Partner fails to adhere to the quality requirements, the Company shall not be liable for the quality of reproductions.
• REJECTION OR CANCELLATION. The Company has the right to reject or cancel any Listing at its sole discretion without notice to Partner.
o There is NO cancellation after Contract Deadline. Full payment is required.
o For cancelation prior to Contract Deadline, Partner may pay a $150 cancelation fee. Any payments received from Partner will be retained. Partner acknowledges that Company shall retain any payments, which will be applied to any future directory services purchased by Partner within two (2) years from the date of this agreement. At the end of such two-year period, Partner will forfeit the deposit including any right to apply the deposit to future services.
o The Company requires written notice of cancelation of any Agreement within 15 days of signing Agreement but no later than the published contract deadline for the next scheduled issue. Written notice to Company required by this Agreement can be sent by email, certified mail, return receipt requested, reputable overnight courier or hand delivery, and notices will be deemed to have been given, one (1) day after date of mailing or date of deposit with a reputable overnight courier, or on the day of delivery if delivered by hand, or after response from email. Any such notice shall be addressed to: Seek Spot at PO BOX 893024 Mililani, HI 96789.
o Partner agrees that they will not threaten or verbally abuse Company members, employees, contractors or agents, use defamatory or indecent language. Company reserves the right to remove Partner from the website immediately and from the publication at it’s next issue if such abuse arises and they will not be invited to participate with Company in the future.
o In order for coupons to be effective they must inspire people to take action otherwise they will not be used. Thus, all offers must be expressed as a dollar amount or dollar value. Percentages will not be accepted and dollar value must be greater than 20%. Free Gifts with purchase must be valued at $5 or more.
o Viewers can redeem coupons by presenting printed coupon or image on smart phone.
o It is very important that all employees are made aware of the coupon offer. It reflects negatively on Partner and Company if the viewer presents a coupon and the employee is unaware of offer.
o An email will be sent to all Partners asking for confirmation that employees are aware of the offer. Partner agrees to inform all employees and reply to email confirming employee notification.
• CHANGE OR ALTERATION. The Company has the right to change or alter the Listing, Featured Business or Calendar of Event for conformity purposes without notice to Partner.
o Listing and/or Contract changes after contract deadline are permitted for online listing only.
o Listing can be transferred to new owner if business is sold, but all changes to billing information must be submitted in writing and approved.
o If a Partner’s business goes out of business no changes can be made to the print directory after the final proof approval deadline. However, changes can be made to the online listings. Changes can include: removal of listing, changing contact information, listing information or pictures. The Company allows up to 2 weeks for information to be revised online once written request is received. All changes need to be in writing and sent to Design@SeekSpot.com
• FIRST RIGHT OF REFUSAL. Partner’s have the first right of refusal and can extend the term of Agreement provided that the Partners gives written notice to Company of its commitment to so at least 120 days prior to the contract deadline or in reply to first right of refusal email sent by Company. In the event that the Partner shall fail to respond to email or provide the 120-day notice described in the prior sentence, Company shall have no further obligation to Partner to extend the term of the agreement. Nothing in this paragraph shall require Company to extend the term of Agreement at the same rates as the original Agreement and any extension of the term of Agreement shall be at Company’s current rates.
• RULES OF LISTING. Listing created are for the express consent of the Company Directory and may not be reproduced, duplicated or printed outside of the Directory itself for any other purpose, without prior written consent.
• SALES REPRESENTATIVE NOT AUTHORIZED TO MAKE CHANGES. The sales representative of Publisher has no authority to make any changes in this Agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.
• PREEMPTION. The Company has the right, at its sole discretion, to reposition any Listing and replace with units of greater space, special placements, or insertions.
• WAIVER OF RIGHTS. Partner waives any rights to any claims of loss advertising, loss of business, failure to print, failure to publish, or failure to distribute.
• SEVERABILITY. If any provision of this Agreement is illegal or unenforceable, the other provisions of this Agreement remain in effect, but only if the essential provisions of this Agreement for each party remain valid, binding, and enforceable.
• GOVERNING LAW. Hawaii law governs all matters arising under or relating to this Agreement.
• COSTS. The Company and Partner shall bear their own attorneys’ fees and costs arising from or in connection with this Agreement and the Litigation.
• MODIFICATION. No modification, termination, or attempted waiver of this Agreement may be valid unless in writing and signed by both parties.
• COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in two or more counterparts, each of which to be an original, but all of which to constitute a single agreement. Signatures via facsimile transmission or e-signatures via email or website shall have the same force and effect as originals.
• NONDISCLOSURE AND NONCOMPETITION. (a) At all times while this Agreement is in force and after its expiration Partner agrees to refrain from disclosing Company documents, trade secrets, or other material. (b) While this Agreement is in force, the Partner agrees to use all Company documents and materials for its sole use and to abide by the nondisclosure and noncompetition terms of this agreement. After expiration or termination of this agreement, Partner agrees not to compete with Company for a period of 3 years within a 250-mile radius of Company’s business locations. This prohibition will not apply if this Agreement is terminated because Company violated the terms of this agreement. Competition means owning or working for a business of the following type: Visitor directory distributed to Vacation Homes (c) Partner agrees to pay liquidated damages in the amount of $10,000 for any violation of the covenant not to compete contained in subparagraph (b) of this paragraph.
• ENTIRE AGREEMENT. This Agreement contains the complete and final understanding of the Parties and supersedes all other agreements, either oral or in writing, between the Parties. No representations, warranty, promises, inducements, or agreements not stated in this Agreement have been made to any Party. The Parties have not signed this Agreement relying on any representation, warranty, or promise not stated explicitly in this Agreement.
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