<div class="poh-banner"></div>
<hr/>
<p class="align-right">Letter Of Agreement</p>
<table class="memo-table">
	<tr>
		<td>Date:</td>
		<td>{{ date }}</td>
	</tr>
	<tr>
		<td>Client:</td>
		<td>
			{{ partner.full_name | auto_br }}
			{{ partner.title | auto_br }}
			{{ partner.venue.name }} (hereinafter "Client") <br/>
			{{ partner.venue.address_1 | auto_br }}
			{{ partner.venue.address_2 | auto_br }}
			{{ partner.venue.city }}, {{ partner.venue.state }} {{ partner.venue.zip }}
		</td>
	<tr>
	<tr>
		<td>Company:</td>	
		<td>
			Pursuit of Happiness, LLC (hereinafter "Company")<br/>
			1000 Revolution Mill Drive, Suite 2<br/>
			Greensboro, NC  27405<br/>
			336.643.0387<br/>
		</td>
	</tr>
	<tr>
		<td>RE:</td>
		<td>{{ partner.venue.name }} {{ agreement_type }}</td>
	</tr>
</table>

<p>
Company hereby agrees to provide access to the EverWondr Events Network to the Client in accordance with and subject to the following terms and conditions.
</p>
<ol>
	<li>	
		NETWORK SERVICES
		<ol>
			<li>Company will provide server and support for event frame</li>
			<li>Company will supply an admin tool for uploading, revising and tracking events, and listing venues.</li>
			<li>Admin access to the URL in question, including passwords and any or all read/write/upload/download privileges to the admin tool, are not transferrable, and may not be shared with any other party or organization.</li>
			<li>Company will hold two training sessions for attraction, venues and artists at initial launch. Additional training will be charged at a rate of $85/hour, including travel.</li>
		</ol>
	</li>
	<li>
		GENERAL PROVISIONS
		<ol>
			<li>
				<u class="blocked">Exclusive Arrangement</u>
				Client agrees not to engage the services of any other events calendar Network during the term of this agreement without first obtaining the written consent of Company.
			</li>
			<li>
				<u class="blocked">Agent Relationship</u>
				Company is authorized to act as Client?s agent in purchasing the materials and services required to host the site activities on behalf of Client.  
			</li>
			<li>
				<u class="blocked">Cancellation of Plans</u>
				Client reserves the right, in its sole discretion, to modify, reject, cancel or stop any and all plans, schedules or work in process to launch the site; and in such event Company shall immediately take proper steps to carry out Client?s instructions; but Client agrees to reimburse Company for any direct losses Company may sustain derived from such modification, rejection, cancellation or stoppage ordered by client provided such modification, rejection, cancellation or stoppage was not the result of negligence or misconduct by Company. Client shall reimburse Company for all expenses incurred in connection with Client marketing communications previously authorized by Client, and to pay Company any service charges relating thereto, in accordance with the provisions of this Agreement.
			</li>
			<li>
				<u class="blocked">Failure of Suppliers to Perform</u>
				Company will endeavor to the best of its knowledge and ability to guard against any loss to Client through failure of suppliers to properly execute their commitment, but we shall not be held responsible for any failure on their part.
			</li>
			<li>
				<u class="blocked">Indemnification of Network and Client</u>
				Company agrees to exercise its best judgment in the preparation and execution of all activities for Client, with a view to avoiding any claims, proceedings, or suits being made or instituted against Client or Company. Company shall defend, indemnify, and hold Client, its officers, employees and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys? fees, or claims for injury or damages arising out of the performance of the Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys? fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omission of Company, its officers, agents or employees. Client shall defend, indemnify, and hold Company, its officers, employees, and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys? fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys? fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Client, its officers, agents or employees.
			</li>
			<li>
				<u class="blocked">Client Partnership</u>
				<ol>
					<li>Client will supply a direct link to the EverWondr Events Calendar from the main navigation of their current site. (Event / Event Calendar)</li>
					<li>Client agrees to set up training session with local attractions and venues.</li>
				</ol>
			</li>
		</ol>
	</li>
	<li>
		TERMS OF AGREEMENT
		<p>
			This agreement is for maintenance, administrative access and server fees for the template site/calendar for {{ partner.venue.name }}
		</p>
		<p>
			This agreement shall begin on {{ partner.start_date | date("m/d/Y") }} and shall continue in effect until {{ partner.end_date | date("m/d/Y")  }}. Termination by either party may be for convenience. Termination by Client requires at least ninety (90) days written notice and full payment of remainder of contract. In the event of termination for convenience by client, client shall compensate Company for all direct costs incurred pursuant to this Agreement by Company. In the event of termination for convenience by Pursuit of Happiness, Pursuit of Happiness shall pay client back for any excess payments on a pro-rated basis. 
		</p>
	</li>
	<li>
		PURSUIT OF HAPPINESS COMPENSATION
		<p>
			Company will provide an event upload, server support and maintenance for a fee of 
			${{ partner.cost_year + partner.cost_year_socialwondr }} per year for a period of {{ agreement_term }} years.
		</p>
	</li>
	<li>
		MISCELLANEOUS
		<ol>
			<li>
				<u class="blocked">Relationship of Parties.</u>
				Company is an independent contractor of the Client. Neither Company nor any employee of the Company shall be deemed an officer, employee or agent of the Client. Company's personnel shall not be employees of, or have any contractual relationship with the Client.
			</li>
			<li>
				<u class="blocked">Limitation and Assignment.</u>
				The Client and the Company each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the Company nor the Client shall assign or transfer its interest in this Agreement without the written consent of the other. 
			</li>
			<li>
				<u class="blocked">Governing Law.</u>
				This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina.
			</li>
			<li>
				<u class="blocked">Entire Agreement.</u>
				This Agreement represents the entire and integrated agreement between the Client and the Company and supersedes all prior negotiations, representations or agreements, either written or oral.  This Agreement may be amended only by written instrument signed by both parties. 
			</li>
			<li>
				<u class="blocked">Severability.</u>
				If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Any partner deemed to have caused negative impact to the EverWondr Network via direct or indirect actions, is subject to immediate removal. They will forfeit service and remain liable for full payment of the rest of their contract.
			</li>
			<li>
				<u class="blocked">Limitation and Assignment.</u>
				The Client and the Company each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the Company nor the Client shall assign or transfer its interest in this Agreement without the written consent of the other. 
			</li>
		</ol>
	</li>
	<li>
		BILLING
		<p>All fees to launch the site, host and maintain for the first year are due at the beginning of the contract. Annual server, maintenance and admin access fees will be billed to Client on the yearly anniversary of the launch date with payment due upon receipt. Payment is expected in full.</p>
		<table class="mini-table">
			<tr>
				<td>Payment Due</td>
				<td>Amount</td>
			</tr>
			{% for payment in payments %}
			<tr>
				<td>{{ payment | date('m/d/Y') }}</td>
				<td>${{ partner.cost_year }}</td>
			</tr>
			{% endfor %}
		</table>
		{% if partner.cost_year_socialwondr > 0 %}
		<p>SocialWondr Suite</p>
		<p>
			<b>WondrMail:</b><br/>
			6 email pushes/year for WondrMail, additional pushes can be purchased for $65/each
		</p>
		<p>
			<b>WondrList:</b><br/>
			Unlimited access to flyer creation tool
		</p>
		<p>
			<b>WondrWire:</b><br/>
			Unlimited access to reverse publishing feature
		</p>
		<table class="mini-table">
			<tr>
				<td>Payment Due</td>
				<td>Amount</td>
			</tr>
			{% for payment in payments %}
			<tr>
				<td>{{ payment | date('m/d/Y') }}</td>
				<td>${{ partner.cost_year_socialwondr }}</td>
			</tr>
			{% endfor %}
		</table>
		{% endif %}
		<ol>
			<li>
				<u class="blocked">Agreement to Pay</u>
				Client agrees to pay properly submitted Company invoices within 30 days of receipt.
			</li>
			<li>
				<u class="blocked">Overdue Accounts</u>
				All past due accounts are subject to a late charge of 1-1/2% per month after 45 days from the original invoice date. After that date the account will be suspended and the site turned off until payment is made.
			</li>
			<li>
				<u class="blocked">Files/Records</u>
				All databases, files and records are the property of Company and can be accessed only through written permission of Company.
			</li>
		</ol>
	</li>
</ol>

<p>
	Agreed and Accepted:<br/>
	Pursuit Of Happiness, LLC
</p>

