Customer Loyalty Hagerty Cards

Customer Loyalty Hagerty Cards

This General Business Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider operates and administers a customer loyalty card program branded as Hagerty Cards that tracks customer activity, issues rewards, and provides promotional services;

WHEREAS, Client desires to enroll in the Hagerty Cards program for the purpose of offering loyalty benefits to Client's customers and to engage Provider to perform card issuance, account setup, reporting, and related services described herein;

WHEREAS, Provider and Client wish to define their respective rights, obligations and payment terms with respect to the services to be provided under this Agreement.

Scope of Work

Provider shall perform the services described below for issuance, management, and support of Customer Loyalty Hagerty Cards. Services include, but are not limited to, card design and production, enrollment processing, point accrual mechanics, redemption processing, customer support, transactional reporting, and reconciliation. Specific deliverables, timelines, and performance metrics are set forth below and in the project schedule attached to this Agreement.

Payment Terms

In consideration for Provider's performance, Client shall pay Provider the fees described below. All amounts are payable in lawful currency unless otherwise agreed in writing.

If any undisputed amount is not paid when due, Client shall pay interest at the rate of or a late fee of whichever is greater, plus all costs of collection including reasonable attorneys' fees.

Term and Termination

The initial term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of breach.

Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other in oral, written or electronic form that is identified as confidential or that reasonably should be understood to be confidential. Each receiving party shall (i) hold such Confidential Information in strict confidence, (ii) not disclose it to any third party except as expressly permitted herein, and (iii) use it solely for performance under this Agreement. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating any litigation.

Representations, Indemnification and Limitation of Liability

Each party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Client shall indemnify and hold harmless Provider from and against third party claims arising from Client's misuse of the Hagerty Cards program, breach of applicable law, or Client content. Except for gross negligence or willful misconduct, neither party shall be liable for incidental or consequential damages, and aggregate liability shall be limited to fees paid under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the notice address set forth above for each party or to such other address as either party designates by written notice to the other.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all its assets. Severability: If any provision is held unenforceable, the remainder shall remain in force. Remedies: The parties acknowledge that a breach of confidentiality or intellectual property provisions would cause irreparable harm for which monetary damages are an inadequate remedy, and the injured party shall be entitled to injunctive relief, in addition to other remedies.

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