Neighborhood Email/MayorMayor's Department - 2002
Appropriation #1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00 A~}PROVED,
FORM BY:
Gm MtNT PU CU S OF GOODS ),ND St VIC S
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby
entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works
and Safety ("City"), and Neighborhood Email ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 1160/419.99 funds. Vendor agrees to provide the Goods and
Services and to otherwise perform the requirements of this Agreement by applying at all times the
highest technical and industry standards.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than One Thousand Eight Hundred Dollars ($1,800.00) (the
"Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30)
days detailing the Goods and Services provided to City within such time period. City shall
pay Vendor for such Goods and Services ~vithin sixty (60) days after the date of City's
receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and
Services are not disputed, are in accordance with the specifications set forth in Exhibit A,
are submitted on an invoice that contains the information contained on attached Exhibit B,
and Vendor has otherwise performed and satisfied all the terms and conditions of this
Agreement. Subject to the above, if an undisputed invoice amount is not paid within sixty
(60) days of its receipt by City, then a late charge in a sum equal to one percent (1%) of
such amount shall accrue and be due and payable by City to Vendor as a separate debt for
each month it remains unpaid.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
Neighborhood Email
Mayor's Department - 2002
Appropriation ~1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of all chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and Services and does not correct such failure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of creditors or dissolves, each such event
constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
Neighborhood Email
Mayor's Department - 2002
Appropriation #1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
10.
11.
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but not
limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
Neighborhood Email
Mayor's Department - 2002
Appropriation #1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
12.
13.
14.
15.
16.
17.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision hereof.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an
appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate
venue for and has jurisdiction over same.
SEVERABILITY:
If any term of this Agreement is invalid or unenfomeable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Nancy Heck, Mayor's Office
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
Neighborhood Email
Mayor's Department - 2002
Appropriation # 1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
18.
19.
20.
If to Vendor:
Neighborhood Email
7321 Shadeland Station, Suite 175
Indianapolis, Indiana 36256
ATTN: /f,/~ ~- ,~"~",~ ~.,~,~..-
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
TERMiNATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of
termination, unless the parties have previously agreed in writing to a greater amount.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the time of termination, unless the parties have
previously agreed in writing to a greater amount.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in which same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
Neighborhood Email
Mayor' s Department - 2002
Appropriation #1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
21.
22.
23.
24.
25.
26.
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2002, and shall, on the first day of each
January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise
agreed by the parties hereto.
HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to
the extent any term or condition contained in any exhibit attached to this Agreement conflicts with
any term or condition contained in this Agreement, the term or condition contained in this
Agreement shall govern and prevail. This Agreement may only be modified by written amendment
executed by both parties hereto, or their successors in interest.
Neighborhood Email
Mayor's Department - 2002
Appropriation #1160/4191.99; P.O. 10850
Contract Not To Exceed $1,800.00
1N WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
~,D~a?es B rain ard,~residing ~Xer
te: _?'
Ma'ry Ai)t{ Burke, M[mber
Date: 7- ~J~O~
Billy Walker, Member
Date:
ATTEST:
/D~iana Cordray, IA~rr'C} Cler'k-Tr~a~urer
Date: ~1'~1-0 2-..,,
By:
AutO?ed Signature
Print~me
]',,tr.~, d,c,. r'
Title
FID/TIN:
SSN if Sole Proprietor:
Date:
Service Agreement
Please complete, sign and fax this agreement to 317-577-3188 and mail a copy to:
Neighborhood Email
7321 Shadeland Station, Suite 175
Indianapolis, IN 46256
This Service Agreement ("Agreement") is made as of the day of ,2002, by and between Neighborhood Email
("Neighborhood Email") and ("Customer").
Service Agreement. Neighborhood Email agrees to provide Customer with emai] list and/or production services (the "Service") subject to
the terms of this Agreement, the Prices stated in Exhibit A, and the Operating Rules stated in Exhibit B. This Agreement, the Prices
and the Rules state the full agreement between Neighborhood Email and Customer with respect to the Service to be provided to
Customer by Neighborhood Email. Any other or prior agreements between Neighborhood Email and Customer with respect to the
subject matter of this Agreement are hereby supersedeth
Right to Modify. This Agreement and The Rules may be supplemented, modified or amended (each a "ftevision") by Neighborhood Email
at any trine at its sole discretion, and each such revision will be effective 2 days after it has been sent to Customer by Neighborhood
Email pursuant to Paragraph I 1 ("Notices"). If any Revision is not acceptable to Customer, Customer may terminate this Agreement in
the manner provided in Paragraph 10 ("Tenninatiogr) below. Customer's continued use of Neighborhood Email's services under this
Agreement after the effective date of such Revision shall be deemed to constitute acceptance of the Agreement as so supplemented,
modified or amended. Except as otherwise stated in this Paragraph 2 and Paragraph 4, this Agreement may not be amended, except by
a wrilten agreement signed by both parties.
Activation and Use of System
(a) Following execution of this Agreement, Neighborhood Email shall provide Customer with an account name and a password that
will allow access to Neighborhood Email. (Sometimes referred to as the "System"). Customer will use Neighborhood Email as an
Independent Content Provider ("ICP"). As an [CP, Customer shall be liable and responsible for any and all activities conducted
through its account by Customer or, if applicable, by Customer's users, whether or not such activities have been authorized by
Customer.
(b) Upon Neighborhood Email's request, Customer shall provide Neighborhood Email with accurate and complete registration
information with respect to Customer's use of the System (including the identity of Customer's authorized users and their passwords)
and to promptly update such information as changes occur. Customer's failure to provide or update such infom~ation shall constitute a
breach of this Agreement and this shall be grounds for Neighbodmod Email to terminate this Agreement or the right of any person
associated with Customer to use the System (including any person using Neighborhood Email through Customer's account with or
without Customer's authority), In such case, Customer shall also be liable to Neighborhood Email for any and all additional remedies
which may he avadable under law.
C_ harbor.
(a) Customer will be charged for the use of Neighborhood Email services in accordance with the Prices. Neighborhood Email may
modify the Prices at any Iime pursuant to section (b) of this Paragraph 4. Payment shall be due upon receipt of Neighborhood Email's
invoice. Neighborhood Email may impose a service charge of up to 10% of the unpaid portion of any payments that are not paid
withth 30 days of receipt of invoices.
(b) The present rates for the Services are stated in the Prices. These rates are subject to change by Neighborhood Emai] at any time and
such change shall become effective 30 days' following the delivery of a notice pursuant to Paragraph 11 ("Notices"). If any change in
rates is not acceptable, Customer may terminate service under this Agreement as provided in Paragraph 10 ("Termination "). However,
Customer's continued use of the Service following the effective date of any change in rates shall be considered acceptance of such
change.
(c) Customer is responsible for all charges arising out of its use of the System whether or not Customer authorizes such use.
Use of System Content.
(a) Customer may charge their users under separate agreements for use of the system and any information, communications, software,
photos, video, graphics, music, sounds and other material and services provided by Customer or other users of Customer's accomat
(collectively referred to as "Content"),
(b) Customer acknowledges, and shall also notify its authorized users, that Neighborhood Email is not responsible for and does not
give any assurance to any person with respect to the validity, value, usefulness or accuracy of Content. Customer and a~ay person using
Customer's account shall bear any hak associated with the Content. Neighborhood Email has the right to monitor the use of the
System, including the Content which may appear from time to time. However, Neighborhood Email does not prescreen or attempt to
censor or review any Content pt/or to its appearance on the System. Neighborhood Email has the right (but not the obligation) to
require Customer to remove, prohibit or discontinue any Content on the System which Neighborhood Email, in its sole discretion,
determines to be harmful, offensive or otherwise in violation of or this Agreement.
Page 1
[pt~llectual Pronertv Rights,
(a) Content Subject to Rights - Customer ackno~vledges that Content on Neighborhood Email, whether provided by Customer or others
may include material which is the subject of and protected by copyrights, Ucademarks, service marks and other proprietary rights
("Rights"). Customer acknowledges that such Rights are valid and valuable and are protected and apply to all media that now exists or
may in the fu txn:e exist. Unless specifically provided elsewhere Jn this Agreement, Customer's ability to use any Content that is
protected by such Rights shall be governed by applicable law including relevant patent and trademark law.
(b) Customer Warranty o Customer agrees, and will require each and every one of its users to agree, (i) that it will transmit on
Neighborhood Email only Content that is not subject to any Rights in favor of any other party or Content in which the holder of ax~y
Rights has given express consent to such ~ansmlssion and (ii) that by transmitting or allowing the transmission of any Content on the
System, Customer or Customer's users automatically warrant that Neighborhood Emai[ has the royalty free, perpetual, irrevocable,
nonexclusive worldwide right to transmit and display such Content in whole or in part on Neighborhood Emil. Customer may obtain
the consent of its users tu the covenants provided in this Paragraph by requiring such persons to perform sign-on procedures that will
confirm their agreement to and acceptance of these conditions.
(c) Lawful Use - Customer agrees to use Neighborhood Email only for lawful purposes. Customer recognizes and agrees that
Neighborhood Email at its sole discretion may monitor any and all areas of Neighborhood Email to oversee compliance with this
Agreement and Customer will so infom~ its users that their use of the System will constitute consent to such monitoring. If Customer
or any of its users restricts or inhibits any other customer or user of Neighborhood Email, Neighborhood Email may, at its discretion,
terminate or limit the right of Customer or CustomeFs user to use Neighborhood Emil.
International Usaee. Customer ac~mwledges that its use of the System allows access to Content originating Prom other custumers, ICPs and
third parties located in countries other than the United States, Customer's agrees that its access to and use of such Content may be
goven~ed (in addition to this Agreement and the Rules) by separate terms and operating policies that conform to appropriate and
applicable national laws and customs.
No Warranty. CUSTOMER EXPRESSLY AGREES THAT USE OF THE NEIGHBORHOOD EMAIL SYSTEM, NEIGHBORHOOD
EMAIL SERVICES AND SOFTWARE ARE AT THE CUSTOMER'S SOLE RISK. NEIGHBORHOOD EMAIL SERVICES AND
SOFTWARE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KiND, EITHER
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
NEIGHBORHOOD EMAiL'S LIABILITY TO CUSTOMER FOR BREACH OF THiS AGREEMENT IS LIMITED SOLELY TO
THE AMOUNT PAID BY CUSTOMER TO ACCESS AND USE THE SYSTEM AND NEIGHBORHOOD EMAIL SOFTWARE
AND SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SYSTEM FAILED TO OPERATE AS A RESULT OF
NEIGHBORHOOD EMAiL'S ACT OR OMISSION. TEE REFUND OF FEES PAID TO NEIGHBORHOOD EMAIL FOR THE
PERIOD DURING WHICH THE SYSTEM MAY HAVE FAILED TO OPERATE AS A RESULT OF NEIGHBORHOOD EMAIL'S
ACT OR OMISSION SHALL BE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECI 10 THE USE OF THE SYSTEM AND
NEIGHBORHOOD EMAIL'S SOFTWARE AND SERVICES. IN THE EVENT ANY STATE DOES NOT ALLOW THE
EXCLUSION OR LIMITATION OF ANY WARRANTY OR LIABILITY UNDER THIS AGREEMENT, NEIGHBORHOOD
EMAIL'S LIABILITY [N SUCH STATES SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO
EVENT SHALL NEIGHBORHOOD EMAiL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, pUNITIVE OR INCIDENTAL
DAMAGES.
Indemnification. Upon request by Neighborhood Email, Customer agrees to defend, indemnify and hold harmless Neighborhood Email, its
affiliated companies, licensees and ICPs from all liabilities, claims m~d expenses, including attorneys' fees, arising from breach of this
Agreement or by Customer or any of Customer's users by use of, or in connection with, the transmission of any Content on the System
whether or not such use was authorized by Customer. Neighborhood Email reserves the right to approve Customer's counsel to defend
any such claims, which approval will not be unreasonably withheld, and to approve any settlement agreement that is not fully covered
by applicable insurance. Neighborhood Email, at Customer's expense, shall cooperate with Customer in the defense of any claims,
subject to this indemnification. Neighborhood Email also reserves the right, at its own expense, to assume the exclusive defense and
control of any matter otherwise subject to indelmrification by Customer hereunder, and in such event, Customer shall have no further
obligation to provide indemnification for such matter,
Termination. Either Customer or Neighborhood Email may terminate Customer's right to use the System at any time and for any reason,
with or without cause. Subject to the provisions of Paragraph 8, If Customer is dissatisfied with any term of this Agreement or any
Rule, policy or practice of Neighborbood Email in operating the System, or in the Content appearing on the System or the amount or
type of fees or billing methods, or any change therein, Customer may terminate this agreement by delivering written notice to
Neighborhood Email in the manner provided in Paragraph 1 I and in such instance this will be Customer's sole remedy. Customer's
notice of termination will be effective upon receipt by Neighborhood Email. In the event that a Customer's account is so terminated or
canceled by Customer or Neighborhood Email, Customer will be entitled to the refund of any fees that have been paid in advance with
respect to the remainder of the term of this Agreement provided Customer is not otherwise in breach of this Agreement.
Page 2
Notices. Notices may be sent by personal delivery, certified mail, return receipt requested, recognized overnight courier or by email, with a
printed confirmation of receipt, to the parties at the following addresses:
Neighborhood Emaih
7321 Shadaland Station, Suite 175
Indianapolis, IN 46256
in fo(~neighb or hoodetmil.c om
Customer Name & Address:
Company Name:
Address:
City, State, ZIP
Contact email address:
Delays. Neighborhood Email shall not be liable for failure to perform hereunder due to the inability of Customer, Neighborhood Email or
any other person to connect to the Inter, or any other failure or unavailability of the Inter for any cause whatsoever, acts of God, or of
the public enemy, or of any government or agency thereof, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages,
freight embargoes, severe weather, differences with workmen, resthctions imposed by governmental agencies, war, hostilities, riot,
rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation or any other cause
beyond the conlxol of Neighborhood Email, or Neighborhood Email's exercise of its rights under this Agreement. in the event of delay
by Neighborhood Email due to any such cause, the date of performance of any act by Neighborhood Emai] will be postponed by such
length of time as may be reasonably necessary to compensate for such delay,
Privacy, Neighborhood Email shall exercise reasonable commercial efforts to make list manager system secure, Neighborhood Email shall
not make Customer's passwords available to mxyone who is not an authorized agent or employee of Neighborhood Emall or a list
administrator who has been so designated to Neighborhood Email in writing.
Neighborhood Email acknowledges that memberships lists provided to Neighborhood Email by Customer in connection with this
Agreement are the properW of Customer. Unless Neighborhood Email receives specific instructions from Customer to the contrary.
Neighborhood Email will not sell. license, share, transfer or othelwise disclose Customer's memberships lists or Customer's list
administrator's login information to any third party except as otherwise specifically provided in the Agreement.
Neighborhood Emai] may access Customer's membership lists in order to unsubscribe a member who has sent to Neighborhood Email
a request that it do so or a complatht to the effect that such member is unable or unwilling to tmsubscribe tbemselves, or if such
member violates the Rules or the terms of this Agreement.
Applicable Law. To the extent of any conflict between this Agreement and, this Agreement shall take precedence, If any portion of this
Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed consistent with
applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force
and effect. The laws of the State of Indiana, excluding its conflicts of law rules, shall govern this Agreement and Customer and
Nalghborhood Email each submit to the exclusive jurisdiction of the comts of the State of Indiana for the enforcement of this
Agreement or any action arising out of or relating to this Agreement. This Agreement shall bind and be for the benefit of the parties
hereto and their respective successors and assigns.
AGREED: Customer
Printed Name:
Signature:
Billing email/fmx address:
Blanket purchase order #:
Credit/debitcardtype: ~lMc/Visa [21AE FIDiscover F1Debit
Credit card g / Exp. date: /
Page 3
List Manager Seryice. s~-0 .~ ~0
~ne List Package- $195 set up, $195 per month includes:
l, 30,000 email messages per month, ex~a emails l/2 cent each*
2, List Manager sol. are online access
3. Subscription and delive~ mpo~s
4. Webs~te subscribe fo~
5 HTML ~itor with image host~g
6. "Send-to a-friend" email ~o~ding
7. Phone ~aining session
8. List set up including datable import
9. Free unlimited suppo~ via emall
~ Add an email discussion forum - only $29/month. Maximum 200 members.
~ Additional lists including 20,000 ex~a messages each* - $100 per mon~
~ Publisher 20 Lists - $995 set up, $995 per mon~ includes 500,000 messages*, Additional messages 1/5 cent each*
~ Marketer UnHmited Lists - $1.995 set up, $1,995 per mon~ includes 1,000.000 messages*, Additional messages 1/5 cent each*
~ yo~ in-house systems. From $995 set up, $995 per month includes 125,000 messages*, Additional messages 4/5 cent each*
Publishin9
Free HTML editor with image hosting is included with your List Manager accost.
ltterTem late 450 one tlme fee mcludes stock ahtcs~O~
~ Custom graphic~ option for above - $300 one time fee
~ Cop~dfing option for above - $300 per 250-word article (Includes inte~iews) or $0.90 per word for body copy.
RepoSing Se~ices
Free reports included with your List Manager acco~ include: subscription repons ~d d=live~ r~orts.
~ Click Tracker - $75 set up, $150 per mon~ for ~limited ~e
List Builder Se~ices
~ Email Press Release $395 dis~ibution only, add $300 for cop~fihng and interview
~ Pay-per-subscriber ~ $495 ~ansacgon fee plus $0.60 per address, minimum 5,000 addresses
~ Emil Address Find - $495 ~nsaction fee plus $ 1.25 per address, minimum charge $3,500
~ Ema[I Newsletter Advertising - $495 transaction fee plus media costs
~ Opt-in Email List Rental - $495 tmnsac~on ~ee plus media costs
*Pric~s ~e based on an average message size of [0k. Messages larger th~ [0k are billed on a sliding scale based on increments of 10k. You are
Tech support is Eree by emaih Telephone suppo~ is av~lable at the cost of $50 per incidenL ~stom technical support is available at the hourly
rate o~ $ ]25. Gmphk design and copy ~ting ~ $ 100 per hour
Page 4
EXHIBIT B - The Rules
Acceptable Use - You may not:
Send unsolicited bulk email, whether it be commercial or non-commercial. Your emall wdl be considered unsolicited if your membership
addresses are not 100% opt-in by your members. If your emall addresses came from harvesting, a purchased email list or other
acquired method it is considered unsolicited emall.
Send emall with an invalid From: or Reply-to: address, All messages posted to your list must contain valid cmail edch-esses and you must be
responsive to all replies from members of your list, thcthding unsubsctibe requests. You may not refuse ~msubscribe requests from
members of your list.
Harass, threaten, embarrass or cause distress, unwanted attention or discomfort to a person or entity.
Post or transmit sexually explicit images or other content which is deemed by Neighborhood Email to be offensive.
Transmit any un]awful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful content or content which is
racially, ethnically or otherwise objectionable, or which infringes upon the rights of any third party, as determined by Neighborhood
Impersonate any person, including but not limited to, an official of Neighbofuodd Emai] or an information provider, or communicate trader
a false name or a nmne that you are not entitled or authorized to use.
Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations
having the force of law.
Unsubscribing: All list messages must include unsubscribe instructions in the body or footer of the message so members can unsubscribe
themselves from the list.
List owners should respond to member requests for manual removal from the list with courtesy and timeliness. Please do not discard personal
email messages you receive asking to be removed from your list. Even if the user request for removal is aggressive, unfriendly or otherwise rude,
you should none the less make evevj attempt to help the user get offyoar list and to diffuse the si~ation.
Membership List: You may not use this service for one-time mailings to a list of members after which you delete the membership and create a
new one. Your membership must be a permanent list to which you add new members and/or members subscribe or unsubscribe the~nsalves.
Violation: Violation of these rules may result in removal of the list from our server and termination of the list owner's account. List owners
should be aware that they are responsible for the behavior of their list members.
Page 5
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Invoice
Date:
Project Name:
Invoice No:
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Goods
Cost Per
Item
Services
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
$500,000
$25O,OOO
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000