1. Free Trial: Free trial provides Client with the Alumni Access ® platform for the designated trial time period. The free trial begins once the Alumni Access® team has completed the branding process for the website and mobile app. A notification will be sent by email to Client approximately two weeks from the time Access receives sufficient Client information to notify Client of site and app completion. Upon completion of the trial, Client may elect to continue the program for the designated price or cancel the services at no cost.
  2. Advertising: Access is authorized to advertise Client's business, including using its logo and the promotional offer(s) Client establishes through websites, personalized email, mobile devices, and printed materials, where applicable, to enrolled customers. Client will not use any Access logos or trademarks in any advertising or promotion without prior written approval of Access.
  3. Email and Other Compliance: Client represents and warrants that: (i) any email addresses or other personal information used to transmit or in connection with promotional offer(s) have been lawfully collected and compiled with express permission from email recipients, (ii) Access and Client will comply with all applicable state and/or federal laws, rules or regulations, and all applicable Federal Trade Commission regulations and/or opinions, including without limitation privacy and anti-spam laws or other applicable unsolicited commercial email laws, (iii) Access and Client have the full right and authority to provide the services hereunder, and (iv) Client is not bound by any contract or arrangement of any kind that conflicts with the terms of this Agreement, (v) Access will not sell or otherwise provide customer data to third parties, except as directed by “Client” or as needed to deliver core services as outlined in this agreement.
  4. Indemnification: Client agrees to indemnify, defend and hold harmless Access and Access’ members, affiliates, subsidiaries, directors, employees and agents from any demands, investigations, actions, damages, claims, liabilities, costs and expenses of any kind, including reasonable attorneys’ fees, in connection with any claims, investigations or actions arising in any way out of Client’s duties or obligations set forth in this Agreement, including or arising from or in connection with Client’s breach of warranties made in this Agreement, or with respect to any of Client’s products or services, whether or not included in the promotional offers, including, but not limited to, consumer complaints or product liability claims. Access agrees to indemnify, defend and hold Client and its affiliates, subsidiaries, shareholders, directors, employees and agents harmless from and against any damages, claims, costs and expenses, including reasonable attorneys’ fees, in connection with any claims or actions arising in any way out of Access’ duties or obligations set forth in this Agreement including or arising from or in connection with Access’ breach of warranties made in this Agreement, and shall inform Client of such as soon as known, and correct such as soon as possible (e.g., immediate changes to online offers or Internet Websites under Access’ control, corrective notices for printing errors).
  5. Confidentiality: Under no circumstances shall the terms of this Agreement including, without limitation, the price and payment terms, be disclosed to a third party. Further, the parties each acknowl¬edge and agree that all tangible information revealed, obtained or developed in the course of or in connection with the perfor¬mance of this Agreement shall be considered as confidential or proprietary information which, except as necessary for fulfill¬ment of obligations under this Agreement and with appropriate safeguards to protect its confidential and proprietary character, shall not be disclosed to any third party without prior written consent of the other party. Notwithstanding, in the event the Client cancels this agreement at any time, Access retains the right to continue to service the enrolled members under a different or generic program name.
  6. Payment of Fees: To pay the applicable amounts of Set Up Fees and Monthly Subscription Fees according to the terms described on the Participation Form. Set Up Fees will be charged in full upon execution of this agreement, and Monthly Subscription Fees will be billed every thirty days thereafter. As the Client’s customer database grows, the Monthly Subscription Fee will automatically be increased according to the then current price tier levels described on the Participation Form. In the event Client fails to pay any fees when due to Access, Access may immediately terminate this Agreement.
  7. Cancellation: Client or any of its customers can cancel anytime with a fifteen (15) day written notice to Access. Once the Client cancels, Access is no longer under any obligation to provide information regarding the members or customers that registered under Client’s program. Access retains the right to market to the enrolled customers/members of Client’s program under a different or generic name. Access has the right to immediately terminate this Agreement for any breach by the Client of Client’s obligations under this Agreement, by giving the Client written notice of termination. Access also has the right to cancel or terminate this Agreement at any time upon 30 days written notice to the Client.

Effective Date: November 1, 2013