Master Exclusive Rehab Partner Agreement

This Master Exclusive Rehab Partner Agreement (the “Agreement” or “ERP”) is entered into as of the date the Parties have executed the ERP (the “Effective Date”) by and between Rehab.com, LLC, a Delaware LLC (the “Publisher”), and together with the “Rehab Partner”, and collectively (the “Parties”).

1. AGREEMENT

This Master ERP and the accompanying Insertion Order shall define both Rehab.com’s and the Rehab Partner’s specific obligations with respect to the display and/or delivery of the Exclusive Listing, advertising campaigns or promotions on the Rehab Partner’s behalf. Each Insertion Order from now until the termination of this Agreement shall be governed by this Master ERP. The submission of an executed Insertion Order by the Rehab Partner is construed as acceptance of all of the rates, terms and conditions under which the exclusive position is sold at that time. All rates quoted are valid for 10 days from the date of such statement

2. PURPOSE

The Rehab Partner hereby engages Rehab.com, and Rehab.com hereby accepts such engagement, to publish on its Rehab.com website the Exclusive Listing and to perform all of the services described in this Agreement and more fully in the Insertion Order attached hereto and made a part hereof, in connection with placing and publishing the Exclusive Listing on the Website (the “Services”). Rehab.com markets its Exclusive Listings as a premium listing position for a select number of Rehab properties in each of its individual beach destinations within the website.

3. COMPENSATION

The total compensation for the Services shall be as set forth in the Insertion Order hereto. Payments shall be made according to the payment schedule set forth in the Insertion Order hereto.

4. TERM

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated or expired in accordance with the provisions of the Insertion Order.

5. TERMINATION

Types of Termination. This Agreement may be terminated:

By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within five (5) days of receipt of written notice thereof.
By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with its performance under this Agreement.

Responsibilities after Termination. Following the termination of this Agreement for any reason, the Rehab Partner shall promptly pay Rehab.com according to the terms of the Insertion Order for any unpaid Services rendered before the effective date of the termination (the “Termination Date”). Rehab.com acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. If Rehab Partner wishes, Rehab.com shall return to the Rehab Partner all materials and information the Rehab Partner has provided to Rehab.com in connection with this Agreement, no later than ten (10) days after the Termination Date.

6. RESPONSIBILITIES

Of Rehab.com Rehab.com agrees to do each of the following:

Place and publish the Exclusive Listing on the Website as detailed in this Agreement and the Insertion Order
Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.
Use best efforts to maintain the Website and to minimize any Website downtime or errors that affect or the constant display of the Exclusive Listing during the Term.
Maintain a commercially reasonable method for collecting information and data relating to the use and performance of the Exclusive Listing, and report such information to the Rehab Partner as detailed in the Insertion Order.

Of the Rehab Partner. The Rehab Partner agrees to do each of the following:

Provide all assistance and cooperation to Rehab.com in order to enable Rehab.com to place and publish the Exclusive Listing on the Website.
Provide initial information and deliver the Exclusive Listing within a mutually agreed upon Effective Date (the “Initial Exclusive Listing”).
Submit to Rehab.com a complete Exclusive Listing of acceptable quality, content, and format, as further detailed in Section 10 below and in the Insertion Order attached hereto and made a part hereof.
Make a good faith and commercially reasonable effort to provide customers with the products and/or services described in the Exclusive Listing.

7. CONFIDENTIALITY AND CONFIDENTIAL INFORMATION

Each Party agrees to keep the terms and conditions of this Agreement confidential. The Parties agree that either Party may disclose the fact that the Parties have entered into an Agreement in the form of a press release or a disclosure of the relationship in their respective media kits, customer or vendor lists, strategic partner lists and such other marketing data provided the disclosing party obtain the written consent of the other Party and the Parties agree that such consent will not be unreasonably withheld.

Each Party further agrees, during the Term and for a period of two years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the other Party, any Confidential Information. “Confidential Information” means any of the Parties’ proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly. At the request of either Party, the other Party must promptly return all copies of Confidential Information received from such Party, and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.

8. PARTIES’ REPRESENTATIONS AND WARRANTIES

The Parties each represent and warrant as follows:

(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.

(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

(iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

Rehab.com hereby represents and warrants as follows:

(i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and Rehab.com shall obtain all permits or permissions required to comply with such laws, rules, or regulations.

(ii) The Services required by this Agreement shall be performed by Rehab.com or Rehab.com’s staff, and the Rehab Partner shall not be required to hire, supervise, or pay any assistants to help Rehab.com perform such Services.

The Rehab Partner hereby represents and warrants as follows:

(i) The Rehab Partner will make timely payments of amounts earned by Rehab.com under this Agreement and as detailed in the Insertion Order hereto.

(ii) The Rehab Partner shall notify Rehab.com of any changes to its procedures affecting Rehab.com’s obligations under this Agreement at least thirty (30) days prior to implementing such changes.

(iii) The Rehab Partner shall provide such other assistance to Rehab.com as it deems reasonable and appropriate.

(iv) The content comprising each Exclusive Listing and any website advertised by such Exclusive Listing (each, an “Advertised Website”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations.

(v) The Rehab Partner has the right to sell the products or services contained within the content of the Exclusive Listing.

9. INTELLECTUAL PROPERTY

No Intellectual Property Infringement by either Party. The Rehab Partner represents to Rehab.com and Rehab.com represents to the Rehab Partner and each Party unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content comprising either Party’s media collateral to be published on Rehab.com is owned by the respective Party, or that the respective Party has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the other respective Party and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by either Party. Each Party further represents to other that any domain names or URL listing for any Website within the Exclusive Listing and Rehab.com does not infringe, dilute, or otherwise violate third-party rights or trademarks.

Rehab Partner Property Rights. All text, graphics, photos, designs, trademarks, service marks, trade names, hyperlinks, or other content comprising any Exclusive Listing provided, leased, or licensed to the Rehab.com with respect to Rehab.com’s performance of the Services are the sole property of the Rehab Partner, and Rehab.com has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Rehab Partner, Rehab.com will not use or mention the Rehab Partner’s name, or publish or distribute any materials provided, leased, or licensed to Rehab.com, for any purpose not specified in this Agreement.

Rehab.com Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are the property of Rehab.com and the Rehab Partner has no ownership rights or other intellectual property rights in or to such items.

License. The Rehab Partner grants Rehab.com a non-exclusive limited license to use its trademarks, service marks, and trade names only in connection with publishing the Exclusive Listing on the Website during the Term.

10. EXCLUSIVE LISTING SUBMISSION

Delivery of Exclusive Listing. The materials comprising the Exclusive Listing must be delivered to or made available electronically to Rehab.com before listing can take place on the website.

Format of Exclusive Listing. The Exclusive Listing format is either included in the Insertion Order or to be made available by the Rehab Partner.

Publishing of the Exclusive Listing. Rehab.com will publish the Exclusive Listing on the Website in accordance with the Insertion Order.

Replacement Exclusive Listing(s). The Rehab Partner may, in its sole discretion, make changes to, update, or replace the Exclusive Listing with another Exclusive Listing (each, a “Replacement Exclusive Listing”) or make changes to, update, or replace a Replacement Exclusive Listing with another Replacement Exclusive Listing or the Initial Exclusive Listing.

11. REVIEW OF EXCLUSIVE LISTING

Right to Review. Rehab.com has the right, but not the duty, to review the Exclusive Listing and any Replacement Exclusive Listing but does not accept responsibility or liability for any errors, inaccuracies, or inappropriate content in any Exclusive Listing.

Right to Reject, Remove or Modify. Rehab.com has the right, but not the duty, to reasonably reject or remove from the Website any Exclusive Listing that it in good faith believes:

(i) is not functional on or compatible with the Website through no fault of Rehab.com;

(ii) contains or links the Website to any pornographic, hate-related, violent, or other content that Rehab.com reasonably deems objectionable;

(iii) violates any applicable laws, rules, and/or regulations or any of Rehab.com’s policies; and/or

(iv) breaches the Rehab Partner’s representations made under this Agreement.

If, despite using commercially reasonable efforts, Rehab.com fails to publish an Exclusive Listing in accordance with the terms of this Agreement or in the event of any other failure, technical or otherwise, the sole liability of Rehab.com shall be limited to a refund of such amounts or of any amount the Rehab Partner has then paid to Rehab.com as set forth in the Insertion Order attached hereto.

12. INDEMNIFICATION

Of Rehab Partner by Rehab.com. Rehab.com shall indemnify and hold harmless the Rehab Partner and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of Rehab.com arising from or connected with Rehab.com’s carrying out of its duties under this Agreement, or (ii) Rehab.com’s breach of any of its obligations, agreements, or duties under this Agreement.

Of Rehab.com by Rehab Partner. The Rehab Partner shall indemnify and hold harmless Rehab.com from and against any and all Claims that it may suffer from or incur and that arise or result primarily from (i) its publication of the Exclusive Listings on the Website pursuant to this Agreement or (ii) the Rehab Partner’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of Rehab.com.

13. LAWS AFFECTING ELECTRONIC COMMERCE

From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the other Party and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the other Party’s exercise of Internet electronic commerce.

The Rehab Partner also agrees that to the extent a user is transferred away from the Rehab.com website and to the website of the Rehab Partner or their booking agents or subcontractors for the purposes of booking a Rehab stay, or any other activity available for purchase on their website, the Rehab Partner agrees that it will adhere to the Rehab Partner’s Privacy Policy and such policy is available for review by the user on the Rehab Partner’s website.

14. LIMITATION OF LIABILITY

NO PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES AS A RESULT OF ANY ACTION OF THE OTHER PARTY EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

15. NATURE OF RELATIONSHIP

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any obligation between either Party and a third party.

16. AMENDMENTS

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

17. ASSIGNMENT

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement, except that Rehab.com may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Rehab Partner of written notice of such assignment or transfer.

18. SUCCESSORS AND ASSIGNS

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

19. FORCE MAJEURE

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: notify the other Party of such event and use reasonable efforts to resolve any issues as a result of the Event and perform its obligations hereunder.

20. NO IMPLIED WAIVER

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

21. NOTICE

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties

22. GOVERNING LAW

This Agreement shall be governed by the laws of the state of Delaware.

23. COUNTERPARTS/ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

24. SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

25. ENTIRE AGREEMENT

This Agreement, together with all Exhibits hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.