Provider Terms and Conditions
You desire to participant in the Abenity program as a “Provider,” and in consideration of Abenity Inc. permitting you to participate in the program, you agree to be bound by the following terms and conditions:
Abenity Inc. will publish Provider’s offers on www.abenity.com behind a private, member’s only area for the employees and members of our corporate partners. The Provider’s listing in the Abenity Discount Directory will include all information provided by Provider to Abenity Inc. All content provided by Provider must be approved by Abenity Inc. prior to being published in the Abenity Discount Directory. Provider will be provided with a dedicated offer page within the Abenity Discount Directory and may provide logos, banner images, and text for publication. Abenity Inc. shall not be responsible for, nor liable to the Provider or any third party, for the content on the Provider’s dedicated offer page. Provider shall honor any and all discount offers for all Abenity members who provide valid membership credentials for the length of this agreement. Approved Abenity membership credentials include the presentation of a printed coupon, showing the Abenity membership card, displaying an online coupon from a mobile device, or presenting an Abenity system generated text message from a mobile device. Provider’s discount offer will be active in the Abenity Discount Directory until Provider contacts Abenity Inc. with requested changes. Provider may discontinue its listing in the Abenity Discount Directory at any time with 30 days written notice to Abenity Inc.
It is understood by Abenity Inc. that Provider may list multiple discount offers on behalf of multiple vendors. The Provider, by listing a discount offer for a vendor, hereby expressly warrants and guarantees to Abenity Inc. that the Provider is authorized by said vendor as a third party agent for said vendor to offer the discount, as well as to bind said vendor by these Terms and Conditions.
Any claim asserted against or made by a member, client or corporate partner to the Provider or any vendor shall be immediately reported in writing to Abenity Inc. Failure to promptly notify Abenity Inc. of a claim shall be an event of default by the Provider and Abenity Inc. may, in its sole discretion, elect to immediately remove Provider, as well as any vendors represented by the Provider, from the Abenity Program.
IT IS EXPRESSLY UNDERSTOOD BETWEEN THE PARTIES THAT ABENITY INC. DISCLAIMS ANY LIABILITY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM ANY COMMUNICATION OF INFORMATION BY ABENTIY INC. CONCERNING THE PRODUCTS, SERVICES OR DISCOUNTS BEING OFFERED BY THE PROVIDER AND/OR ANY THIRD PARTY VENDOR REPRESENTED BY THE PROVIDER, TO MEMBERS AND/OR CORPORATE PARTNERS.
The Provider and any vendor listing a discount through the Provider, agree to defend, indemnify, and hold harmless Abenity Inc. and its employees, contractors, members, corporate partners, managers, officers, shareholders, agents and directors from all liabilities, claims, losses, damages, obligations, costs, and expenses, including attorney's fees, that arise from or relate to (a) your use of and access to the Abenity Program, its site or any services, information or products from this site; (b) your violation or breach of any of these terms and conditions, or your representations and warranties; (c) your violation of the rights of any third party, including but not limited to any copyright, property, or privacy right; or (d) any claim that one or more of your submissions to the Site has caused damage to a third party. This defense and indemnification obligation will survive the Provider’s and any vendor listing a discount through the Provider, involvement in the Abenity Program. Abenity Inc. reserves the right, in its sole discretion, to assume the exclusive defense and control of any claim for which we or any of the indemnitees listed above are entitled to indemnification hereunder. In such event, the Provider and the vendor listing a discount through the Provider, shall pay all fees and costs for such defense and shall provide Abenity Inc. with such cooperation at no charge as is reasonably requested by Abenity Inc. to assert any available defenses.
The parties expressly agree to submit any controversy to binding arbitration with the American Arbitration Association. Any controversy or claim between the parties arising out of or relating to the Provider’s involvement in the Abenity Program, and the involvement of any vendor listing a discount through the Provider, excluding any nonpayment by the Provider to Abenity Inc., shall be submitted to binding arbitration with the American Arbitration Association. The parties expressly agree that this arbitration provision and the terms and conditions set forth herein are to be governed by the Federal Arbitration Act (“FAA”).
These terms and conditions shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflicts of law provisions. The Provider and any vendor listing a discount through the Provider, hereby submit, as evidenced by the Provider signing up for the Abenity Program, to the exclusive jurisdiction of the courts of Davidson County, Tennessee, for purposes of any and all litigation arising out of or relating to the Provider’s and any vendor listing a discount through the Provider, involvement in the Abenity Program. The Provider and any vendor listing a discount through the Provider waive any objections to the forum of Tennessee for lack of venue, forum non conveniens, or any other jurisdictional ground.
Should any provision in these terms and conditions be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.
The language of these terms and conditions shall be construed as a whole according to its fair meaning and not strictly for or against either party. Each party specifically waives the application of the common law doctrine that agreements are to be construed against the party who drafted the agreement.
THE PROVIDER, AS WELL AS ANY VENDOR LISTING A DISCOUNT THROUGH THE PROVIDER, HAS HAD THE OPPORTUNITY TO READ AND REVIEW THESE TERMS AND CONDITIONS AND AGREES TO THE TERMS SET OUT HEREIN FREELY, VOLUNTARILY, AND WITHOUT COERCION.
Last Revised: January 19, 2011