SpinoutDay, LLC is a Florida Company. SpinoutDay offers opportunities for increased exposure and customers through the marketing and distribution of gifts and travel related destination services (“product”) through various owned, related and third party online and offline marketing and gift and travel distribution channels (“the Distribution Channels”). The Distribution Channels utilized for any particular product is at the discretion of SpinoutDay.
The Supplier agrees to provide the Supplier’s product at the rates as per described on the negotiated rate agreement and availability for distribution by SpinoutDay through the Distribution Channels in accordance with the terms of this agreement.
So what are you agreeing to exactly? By signing the Negotiated rate agreement you grant SpinoutDay the right to market the Suppliers activities as per described on the Negotiated Rate Agreement via its sales channels (online and offline). So essentially, we will get busy promoting what you do.
How can you help us make you look as good as possible? Read on. SpinoutDay shall receive from the experience provider all essential and important information, texts and pictures, required for the description of the activities in its website www.spinoutday.com. Our customers love images and descriptive words. The more materials we get to promote you, the better.
SpinoutDay will at its own discretion make decisions concerning the levels of promotion and sales channels to be employed. SpinoutDay shall always make every effort to achieve the best possible turnover for the Supplier. ( Bluntly, that means that we will try to make you as much money as we can ! )
2. How does it work ?
So here’s the good part about how we make this a win-win situation. Customers will pay to SpinoutDay the list price offered for your fabulous activity as stated on the SpinoutDay website. The customer then receives a voucher from SpinoutDay containing a unique ID number. The voucher can be redeemed by requesting a booking date for the activity through the SpinoutDay website.
The Supplier will enable SpinoutDay to participate from time to time in special promotions, deals or discounts. SpinoutDay is allowed to feature such deals on its website. SpinoutDay will sell the activity at the same retail price as the Supplier.
The customer has the right to withdraw from the purchase of the experience voucher within 14 days and receive a full refund from SpinoutDay. Please note that refunds are only permitted for valid vouchers that have not been used, i.e. where an experience date has not yet been booked. Once the booking is requested on the SpinoutDay system, the voucher cannot be cancelled and is not refundable.
3. Yes, some boring stuff...Sales Tax details
In the case sales tax is applicable to the activity, SpinoutDay will pay the tax to the Supplier and collect the tax from the customer. The Supplier will not charge the sales tax if SpinoutDay presents a Sales and Use Tax Exemption Certificate.
After the sale to its customer, SpinoutDay will purchase the activity from the Supplier and pay the agreed wholesale or net price to the Supplier. (That’s the part where you get paid ). SpinoutDay agrees to pay at time of booking confirmation or as per mutual agreement.
5. Price and validity of vouchers, extention
The Supplier will guarantee the validity and price of the voucher for one year after the purchase by SpinoutDay. If the voucher has not been redeemed within one year after the purchase, the Supplier will grant a 3 month extension, and may charge administration cost and/or a price increase of the activity. (This policy keeps the customers happy in case they procrastinate.)
6. Redemption of vouchers and booking appointments
To redeem a voucher and to book an appointment, the customer will contact SpinoutDay, who will schedule the appointment with the Supplier. SpinoutDay will verify the booking and invalidate the voucher for future use. At the time of the appointment, the customer will present the SpinoutDay voucher to the Supplier, which entitles him to participate in the activity. (This is the part where the customer goes and has a good time.)
The Supplier undertakes to keep the voucher for a two year period for reference in case of a dispute and send it to SpinoutDay if so requested. Should the Supplier be threatened with capacity bottlenecks or otherwise be unable to perform the activity, SpinoutDay must be immediately informed of this. If contact with a customer has already been established, the Supplier must inform the customer directly.
7. Expiry dates / rescheduling / what is they just never show up?
When scheduling the activity with the customer, the Supplier must check the date of expiry of the experience voucher. The date of the appointment must fall before or on the expiry date. The rescheduling of cancelled or postponed appointments and regulation of no show, cancellation fees or charges after the initial booking is a matter between the customer and the Supplier and is governed by the Supplier ´s Terms and Conditions. The Supplier will provide information concerning all applicable fees and charges, including cancellation fees and the enforcement thereof to the customer via SpinoutDay at the time of the booking. (But hopefully, we’ll never need to worry about these issues because everyone will show up and enjoy themselves as planned.)
8. Licenses and Liability
(Here’s the part where you agree you are “legit.”) The Supplier gives its assurance that it possesses a business license or occupational license and all permits that are legally required to offer the above mentioned activities, and that all equipment provided for the customer and the place of performance of the service are in compliance with the relevant federal and state health and safety regulations. The Supplier furthermore gives its assurance that it possesses valid third-party liability insurance, applicable to its services.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THIS AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”). SPINOUTDAY’S CUMULATIVE LIABILITY RELATED TO DIRECT DAMAGES WILL BE LIMITED TO THE COMMISSION FEES RECEIVED BY SPINOUTDAY RELATED TO THE DEAL SET FORTH IN THIS AGREEMENT. THESE LIMITATIONS SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATION.
Supplier agrees to indemnify SpinoutDay against any damages, costs, claims or liabilities arising from or in connection with Suppliers activity and the fulfillment thereof.
10. Quality assurance
(This is the part where our employees get to come say hello!) In order to allow SpinoutDay Product Management to offer first rate information and support to its customers and to guarantee the high quality of its experience portfolio, the Supplier shall permit* a SpinoutDay employee once a year to participate in the experience on offer. During this participation, we will take photos and/or video footage to keep the listing of the activity fresh and current. The quality of the service as experienced by the SpinoutDay employee will be reported to the Supplier. Keeping in mind that there is of course nothing better than promoting an activity that we love as much as you do !
* Please note that the Supplier is not obligated to do so.
11. Pictorial material and information ( We Love Photo's )
The Supplier shall, as far as it is able to, furnish SpinoutDay free of charge with photographs and videos of the activities, which may be used by SpinoutDay for promotional purposes associated with the general experience gift business, the Partner activity itself and/or the activity category. (Remember, the more photos, the better!)
The Supplier also authorizes SpinoutDay to utilize the pictorial material and texts of its websites or other published material for the sole purpose of describing the activity on its website and offline promotional material. The materials may for this purpose also be shared with third parties (marketing partners, resellers, press, etc.). SpinoutDay is however under no obligation to use the pictorial material given to it. Together with the photo / video material, the Supplier shall transfer to SpinoutDay free of charge all transferable rights under copyright law and other regulations for the publication, reproduction, transmission and exploitation of the material. The transfer is unlimited in geographical scope but may serve only the purpose of advertising and sales in the context of the “SpinoutDay experience gift” business. The Supplier gives its assurances that the photo/videos material provided is unencumbered by third party Intellectual Property or other Rights or, as the case maybe, that it is entitled to transfer the aforementioned rights to SpinoutDay and that nobody, especially the persons shown in the pictures, may object to the use of this material by the Partner and SpinoutDay Prior to uploading to the website, the text and pictures to be used to describe the experience will be checked and approved by the Partner. The approval confirms the correctness of the contents and represents an undertaking by the Partner to abide by the contents and scope of the experience.
12. How long does this agreement last ?
This agreement shall be automatically renewed each year. Product, contact and rate schedule to this agreement shall be renewed annually or more often as required. Either party may provide 30 days written notice to the other of its intent to terminate this agreement. Both parties will honor all bookings made prior to this termination. All prices in this agreement are expressed in USD.
13. Confidentiality and Intellectual Property Rights
Both sides undertake not to pass on any information concerning this Agreement, prices, commissions or other confidential data to third parties, including the customers.
Supplier agrees and acknowledges that SpinoutDay owns all right, title, and interest in the SpinoutDay Website, SpinoutDay trademarks, and any software, technology or tools used by SpinoutDay to promote, market, sell, generate, or distribute the Vouchers (collectively the "SpinoutDay IP"). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the SpinoutDay IP or any portion thereof, or use such SpinoutDay IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Supplier shall not prepare any derivative work based on the SpinoutDay IP. Merchant shall not translate, reverse engineer, decompile or disassemble the SpinoutDay IP.
14. Written Form
Amendments and changes to this Agreement must be made in writing. This applies also to the waiving of the written form clause.
15. Severability Clause
Should provisions of this Agreement be or become invalid, the validity of the remaining provisions will be unaffected. Instead, the place of that invalid provision shall be taken by a replacement provision corresponding, or at least close, to the purpose of the
Agreement such that the parties would have agreed on for the purpose of achievement of the same economic result had they been aware of the invalidity of the original provision. The same applies to loopholes.
16. Assign of Transfer
Supplier may not assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without SpinoutDay's prior written consent.
17. Choice of Law
This Agreement shall be governed by the laws of the State of Florida.
18. Resolutions of Disputes
Anything dispute, controversy or claim arising out of or relating to this Agreement or to a breach thereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by one (1) arbitrator to be appointed by agreement of SpinoutDay and the Supplier, or, if they cannot agree on an arbitrator within fifteen (15) days following notice that an arbitration proceeding has been commenced by one of the parties, by the American Arbitration Association (the AAA"). If possible, the arbitrator shall be experienced in the field of Contract Law
The arbitration shall be conducted in accordance with the commercial Arbitration Rules of the AAA (the "AAA Rules"). The arbitration, including the rendering of the award, shall take place in Miami, Florida, which shall be the exclusive forum for resolving any dispute, controversy or claim. For the purposes of this arbitration, the provisions of this Agreement and all rights and obligations thereunder shall be governed and construed in accordance with the laws of Florida. The decision of the arbitrator shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator shall be executory, and judgment thereon may be entered by any court of competent jurisdiction.
SIGNATORY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND IN ANY ATTACHMENTS, SCHEDULES AND EXHIBITS ATTACHED HERETO.
NOTICE: BY SIGNING THE NEGOTIATED RATE AGREEMENT YOU ARE AGREEING TO HAVE ANY DISPUTE HEREUNDER DECIDED BY NEUTRAL ARBITRATION, AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY SIGNING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER APPLICABLE LAW. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. YOU HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES HEREUNDER TO NEUTRAL ARBITRATION
The Supplier hereby represents and warrants that: The Supplier has the right, power and authority to enter into this Agreement.