1.1. Term & General Termination.
This Agreement will commence on the Effective Date set forth above, and shall have a term of twelve (12) months from the Effective Date (“Term”). At the end of the first Term, and on each twelve (12) month anniversary thereof, the Agreement shall renew automatically for one (1) year periods (“Renewal Dates”), unless terminated by either party by providing written notice to the non-terminating party of their desire to terminate, no fewer than sixty (60) days in advance of the pending Renewal Date, so that both Parties may plan for proper continuity of services to program participants.
1.2. Early Termination.
Termination of this Agreement outside of the parameters of Section 1.1 of this Agreement shall constitute “Early Termination”. If you wish to terminate this Agreement pursuant to Early Termination, you shall provide written notice to GRAND of said desire no fewer than thirty (30) days in advance of the date of termination. FACILITATOR shall be responsible for notifying its’ employees that FACILITATOR wishes to terminate its’ participation with the program. Upon receipt of your notice of termination, GRAND will offer your employees participating in the program (“Participating Employees”) two options:
(a) Option One: Participating Employees may continue their memberships with GVSP by paying their full membership and full monthly savings plan fees directly to GVSP using an alternative automated monthly billing mechanism, such as credit/debit card, or DDA account draft;
(b) Option Two: Participating Employees may terminate their savings plan participation and cash out their accounts, pursuant to the cancellation provisions of their Member Participation Agreement.
1.3. Continuity of Services.
Should FACILITATOR terminate this Agreement, GRAND will provide program services through the wind-down, transition, redemption, and/or encashment periods, for all Participating Employees active as of the effective date of the termination, depending on the program termination option(s) selected by FACILITATOR and/or its’ Participating Employees.
ARTICLE 2: FACILITATOR UNDERSTANDINGS & PARTICIPATION
2.1. Overview of FACILITATOR Participation.
By signing this Agreement, you are giving GRAND permission to present the Grand Vacations Savings Program (“GVSP” or “Program”) to your employees, and your employees permission to purchase, through payroll deduction, a vacation savings program and travel and entertainment discounts program offered exclusively through GVSP. You agree to facilitate all authorized payroll deductions from Participating Employees, and remit to GVSP, and/or its designated agents, the amount agreed upon between the Participating Employees and GVSP on an executed Membership Participation Agreement. FACILITATOR shall utilize its own accounting and/or payroll system, and be responsible for all deductions and retention of employee program fees and costs. Though it may choose to contribute to the employee’s membership or savings costs, FACILITATOR is not financially responsible for the costs of its’ employees’ participation.
2.2 Invoices.
On the first day of each month, an invoice shall be generated for FACILITATOR, reflecting pending charges for all active Participating Employees as of the first day of that particular month. This invoice shall be sent to FACILITATOR via electronic mail and United States Mail (“USM”). At any time, FACILITATOR may log into the FACILITATOR Administration section of the Program website and update the status of Participating Employees. Any change in status, and attendant adjustment in pending charges, shall be reflected in the next invoice period.
2.3. Payments.
All payments are due within seven (7) days of receipt of emailed and/or USM mailed invoices. FACILITATOR shall pay GRAND the full amount reflected in the invoice. FACILITATOR agrees to remit payments on a timely basis, via wire payment, credit card payment, money order, corporate check, or electronic funds transfer, and acknowledges that delays of payment and/or non-payment of invoice on behalf of Participating Employees will affect their ability to redeem their travel savings account benefits, and may be cause for termination of benefits and/or the program.
(a) Overpayment and Underpayment. FACILITATOR agrees and acknowledges that underpayments will cause employee savings account funds to be placed into a temporary account, and posting to the respective employee accounts will be suspended until the FACILITATOR account is reconciled with GRAND. Similarly, overpayments will be segregated and placed into a temporary account, and will either be returned to FACILITATOR or credited toward future FACILITATOR invoices.
(b) Non-Payment. Notwithstanding the foregoing if FACILITATOR fails to make timely payment, according to the terms of this Agreement, within seven (7) days of written notice, GRAND may consider the failure to make such payment a breach of FACILITATOR’s obligations under this Agreement, and may elect to cease providing FACILITATOR’s Participating Employees with access to the program, pending receipt of payment.
2.4. Communication.
You authorize GRAND to communicate with you and your employees via USM, electronic mail, and telephone. You consent to the use of your business and personal information by us and/or our third party providers for the purpose of providing the services associated with your account and/or your Participating Employees’ membership.
ARTICLE 3: GENERAL PROVISIONS
3.1 Superseding Authority.
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, representations, and promises between the Parties, whether oral or written. This Agreement supersedes, and merges all prior agreements, promises, understandings, statements, representations, warranties, indemnities, and covenants and all inducements to the making of this Agreement relied upon by either party, whether written or oral, and embodies the complete and entire agreement of the parties. No statement or agreement, oral or written, made before the execution of this Agreement shall vary or modify the written terms hereof in any way whatsoever.
3.2 Disclaimer of Liabilities. You expressly understand and agree that:
a. we and our subsidiaries and affiliates are not responsible or liable for any benefits provided by participating vendors, and if Participating Employees have any claims relating to such benefits, Participating Employees must make their claim against the vendor directly providing the benefit.
b. under no circumstances shall our liability exceed our current membership fees, and under no circumstances shall we be liable for your or your employee’s incidental or consequential damages.
c. without limitation, we make no warranty that (i) the service will meet your or your employee’s requirements, (ii) the service will be uninterrupted, timely, secure or error free, (iii) or the quality of any products, services, information or other material obtained through our service will meet your or your employee’s expectations.
d. you expressly understand and agree that we shall not be liable for any direct, indirect, incidental special consequential, exemplary damages including, without limitation, damages for loss of profits, good will, use of data, or other intangible losses resulting from (i) the use or inability to use a service, (ii) the cost of procurement or of substitute goods and services resulting from any goods, data, information, or services purchased or obtained, or messages received, or transactions entered into through or from the service, (iii) unauthorized access to, or alteration of your or your employee’s transmissions or data, (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the service.
3.3 Notice.
Any notice required of any party hereunder shall be effected by either hand delivery, overnight courier service such as FedEx, or by United States Certified Mail, Return Receipt Requested, and shall be deemed delivered to the other party upon receipt or if mailed, five (5) days after mailing. All notices or other communications required to be delivered under this Agreement shall be addressed as follows: Grand Incentives, Inc., 7560 Commerce Court, Sarasota, FL 34243, Attn: GVSP Program Administrator.
3.4. Maintenance of Records.
Both Parties agree that they will maintain a detailed accounting of all relevant materials related to its relationship with the other as contemplated in this Agreement, and of other business records with respect to the services performed and received during the Term of this Agreement, and for a twenty-four (24) month period following its termination.
3.5 Non-Warranty.
FACILITATOR understands that GRAND makes no warranty or representation, express or implied, of merchantability or fitness for a particular purpose with respect to any of the benefits provided to Participating Employees. Further, no advice or information obtained by you, or by Participating Employees, from our personnel or through any third party service shall create any warranty not expressly provided for in the Member Participation Agreement. FACILITATOR shall be conclusively deemed to have conducted all due diligence necessary to understand and comport with the terms of this Agreement.
3.6. Authority.
Each Party represents and warrants to the other Party that (i) it has full power and authority to execute this Agreement, and to perform its obligations hereunder; and (ii) the execution, of this Agreement constitutes a binding obligation, enforceable in accordance with its terms.
3.7. Breach.
Failure to comply with any of the terms of this Agreement, and any appropriate opportunity to cure such failure, shall constitute breach, and shall entitle the non-breaching party the option to seek full legal and economic redress. The failure of either party to give a notice of default, or to enforce compliance with any of the terms of this Agreement, or the granting of an extension of time for performance, will not constitute a permanent waiver of any term of this Agreement. No change, amendment, modification, termination or waiver of any provision will be binding, unless made in writing and signed by authorized representatives of both parties. In the event a court of competent jurisdiction determines that any part or provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other term or provision.
3.9 Amendment.
This Agreement may only be amended in a writing signed by an authorized representative of the Parties.
3.10 Separate Entities.
GRAND and FACILITATOR recognize that they are separate and independent entities.
3.11 Continuity.
In case any one or more of the provisions in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, any such invalidity, illegality, or unenforceability shall not affect any other provision herein. This Agreement shall be binding upon the Parties hereto and their respective successors and assigns.
3.12 Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Effective Date below.
GRAND INCENTIVES, INC.ENDORSEMENT
FACILITATOR ENDORSEMENT |
