Vendor Terms and Conditions
You as a “Participating Vendor” desire to join the Abenity program, and in consideration of joining, you agree, as evidenced by signing up for the Abenity Program, to be bound by the following terms and conditions:
Abenity will publish Participating Vendor’s offer on www.abenity.com behind a private, member’s only area for the employees and members of our corporate partners. The Participating Vendor’s listing in the Abenity Discount Directory will include all information provided by Participating Vendor to Abenity Inc. All content provided by Participating Vendor must be approved by Abenity Inc. prior to being published in the Abenity Discount Directory. Participating Vendor 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 Participating Vendor or any third party, for the content on the Participating Vendor’s dedicated offer page. Participating Vendor 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. Participating Vendor’s discount offer will be active in the Abenity Discount Directory until Participating Vendor contacts Abenity Inc. with requested changes. Participating Vendor may discontinue their listing in the Abenity Discount Directory at any time with 30 days written notice to Abenity Inc.
Any claim asserted against or made by a member, client or corporate partner to the Participating Vender 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 Participating Vendor and Abenity Inc. may, in its sole discretion, elect to immediately remove Participating Vender 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 PARTICIPATING VENDOR TO MEMBERS AND/OR CORPORATE PARTNERS.
The Participating Vendor agrees 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 Participating Vendor’s 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 Participating Vendor 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 Participating Vendor’s involvement in the Abenity Program, excluding any nonpayment by the Participating Vendor 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 Participating Vendor hereby submits, as evidenced by 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 Participating Vendor’s involvement in the Abenity Program. The Participating Vendor waives 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 PARTICIPATING VENDOR 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 6, 2011