Arizona Professionals, LLC Marketing Subscription Agreement Terms
This Agreement is between Arizona Professionals, LLC (hereinafter "AZP") and the “Subscriber” who completes the subscription registration process to open and maintain a subscription account with AZP. AZP includes all current and future locations, including Queen Creek Professionals. AZP and Subscriber are collectively referred to as the “Parties.”
By agreeing and/or submitting Subscriber’s payment information, Subscriber expressly agrees to and consents to be bound by all of the terms of this Agreement.
Services
The Parties agree that AZP shall provide Subscriber with marketing networking services (collectively, the “Services”) for the promotion of the Subscriber’s business, in accordance with the terms and conditions set forth herein. The Services shall consist of marketing and referral generation through networking with other Subscribers and consumers in Arizona and the surrounding communities.
Subcontractors
Subscriber acknowledges that AZP may, in the execution of the Services hereunder, engage third-party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. AZP shall supervise such services and endeavor to guard against any loss to Subscriber as the result of the failure of Subcontractors to properly execute their commitments, but AZP shall not be responsible for their failure, acts, or omissions, except where such failure, acts, or omissions are due to AZP’s negligence or willful misconduct. If Subscriber enters into arrangements with third-party vendors, subcontractors, or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that AZP utilize such Preferred Suppliers in the discharge of AZP’s obligations hereunder, Subscriber remains solely responsible for such Preferred Suppliers.
Subscriber Approval of Materials
AZP shall submit to Subscriber for its approval all elements of finalized materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required for work that has not been finalized.
Services to Subscriber's Designees
Should Subscriber request AZP to make purchases for or render services to any parent, subsidiary, or affiliate of Subscriber (“Subscriber Affiliate”), Subscriber and such Subscriber Affiliate shall be jointly and severally liable to AZP even though AZP may render invoices to, or in the name of, such Subscriber Affiliate.
Fees
As compensation for the Services rendered pursuant to this Agreement, Subscriber agrees to pay AZP a flat monthly fee of $60.00 plus credit card transaction fees. This fee is payable in advance of each month’s services. AZP reserves the right to increase fees at any time by providing 30 days' advance written notice to Subscriber.
Marketing
Subscriber hereby grants AZP the right to use the name and service marks of Subscriber in its marketing materials or other oral, electronic, or written promotions, which shall include naming Subscriber as a client of AZP and a brief scope of services provided. In addition, Subscriber hereby grants AZP the right to display its logo (or other identifying information) and a hyperlink to Subscriber’s website on the home page of AZP’s website and/or social media platforms. Any use of AZP’s logos or links on Subscriber’s website must be approved in writing by AZP. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
Term and Termination
This Agreement will commence on the Effective Date and continue on a month-to-month basis until terminated (“Termination Date”) by either party with 30 days’ advance written notice. With proper written notice, either party may terminate the Agreement without cause.
No Guarantees
AZP will make reasonable efforts to market Subscriber's business, but cannot guarantee increased business, revenues, profits, or return on investment resulting from AP’s services.
Confidentiality
The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which:
(i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
(ii) was previously known to the receiving party or rightly received by the receiving party from a third party;
(iii) is independently developed by the receiving party; or
(iv) is subject to disclosure under court order or other lawful process.
The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of unauthorized use or disclosure, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, AZP and Subscriber acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Termination Date.
Governing Law
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Arizona, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Arizona.
General Provisions
Entire Agreement
This Agreement applies to Arizona Professionals, LLC and all of its locations, including but not limited to Queen Creek Professionals (QCP) and any future locations or affiliates.
Amendment
AZP shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to the Subscriber by email at the address provided to AZP by Subscriber. Subscriber’s continued access to or use of the Services after the date such amended terms are delivered to Subscriber shall be deemed to constitute acceptance of such amended terms.
By agreeing and/or submitting Subscriber’s payment information, Subscriber expressly agrees to and consents to be bound by all of the terms of this Agreement.
Services
The Parties agree that AZP shall provide Subscriber with marketing networking services (collectively, the “Services”) for the promotion of the Subscriber’s business, in accordance with the terms and conditions set forth herein. The Services shall consist of marketing and referral generation through networking with other Subscribers and consumers in Arizona and the surrounding communities.
Subcontractors
Subscriber acknowledges that AZP may, in the execution of the Services hereunder, engage third-party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. AZP shall supervise such services and endeavor to guard against any loss to Subscriber as the result of the failure of Subcontractors to properly execute their commitments, but AZP shall not be responsible for their failure, acts, or omissions, except where such failure, acts, or omissions are due to AZP’s negligence or willful misconduct. If Subscriber enters into arrangements with third-party vendors, subcontractors, or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that AZP utilize such Preferred Suppliers in the discharge of AZP’s obligations hereunder, Subscriber remains solely responsible for such Preferred Suppliers.
Subscriber Approval of Materials
AZP shall submit to Subscriber for its approval all elements of finalized materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required for work that has not been finalized.
Services to Subscriber's Designees
Should Subscriber request AZP to make purchases for or render services to any parent, subsidiary, or affiliate of Subscriber (“Subscriber Affiliate”), Subscriber and such Subscriber Affiliate shall be jointly and severally liable to AZP even though AZP may render invoices to, or in the name of, such Subscriber Affiliate.
Fees
As compensation for the Services rendered pursuant to this Agreement, Subscriber agrees to pay AZP a flat monthly fee of $60.00 plus credit card transaction fees. This fee is payable in advance of each month’s services. AZP reserves the right to increase fees at any time by providing 30 days' advance written notice to Subscriber.
Marketing
Subscriber hereby grants AZP the right to use the name and service marks of Subscriber in its marketing materials or other oral, electronic, or written promotions, which shall include naming Subscriber as a client of AZP and a brief scope of services provided. In addition, Subscriber hereby grants AZP the right to display its logo (or other identifying information) and a hyperlink to Subscriber’s website on the home page of AZP’s website and/or social media platforms. Any use of AZP’s logos or links on Subscriber’s website must be approved in writing by AZP. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
Term and Termination
This Agreement will commence on the Effective Date and continue on a month-to-month basis until terminated (“Termination Date”) by either party with 30 days’ advance written notice. With proper written notice, either party may terminate the Agreement without cause.
No Guarantees
AZP will make reasonable efforts to market Subscriber's business, but cannot guarantee increased business, revenues, profits, or return on investment resulting from AP’s services.
Confidentiality
The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which:
(i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
(ii) was previously known to the receiving party or rightly received by the receiving party from a third party;
(iii) is independently developed by the receiving party; or
(iv) is subject to disclosure under court order or other lawful process.
The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of unauthorized use or disclosure, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, AZP and Subscriber acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Termination Date.
Governing Law
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Arizona, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Arizona.
General Provisions
- Paragraph Headings and Captions: These are inserted for convenience and do not define, limit, or extend the scope of this Agreement.
- Severability: If any provision is found to be invalid, the remaining provisions shall remain in full force and effect.
- Force Majeure: Neither party shall be liable for failure or delay in performance due to causes beyond their reasonable control.
- Survival: Certain provisions, including confidentiality, shall survive the termination of this Agreement.
- Entire Agreement: This document constitutes the entire agreement between the parties. Any changes must be made in writing and signed by both parties.
- Amendment: AZP shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to the Subscriber by email. Subscriber’s continued use of the Services after receiving the amended terms shall constitute acceptance.
Entire Agreement
This Agreement applies to Arizona Professionals, LLC and all of its locations, including but not limited to Queen Creek Professionals (QCP) and any future locations or affiliates.
Amendment
AZP shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to the Subscriber by email at the address provided to AZP by Subscriber. Subscriber’s continued access to or use of the Services after the date such amended terms are delivered to Subscriber shall be deemed to constitute acceptance of such amended terms.
