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HomeMy WebLinkAbout2015-694-Visitor Bureau-Destination marketing mint conditions Destination Marketing empower M I NTCOM gconnecting planners and their greetings Association It"tternatloi ial to destinations and their experts MINT CONDITIONS ( Revised May 2013 ) As a member of Destination Marketing Association International ( DMAI ) and as a subscriber of the Meeting Information Network ( MINT) historical database system , I , as the President/CEO/ Executive Director of cgo ( DMO Name ) agree to support the MINT system . In order to make MINT the most complete meeting information resource in the industry , I commit to follow the reporting rules and procedures outlined below , as defined by the DMAI Sales & Marketing Committee . I further commit to guarantee that our staff will I consistently and completely report all information for reportable meetings . r REPORTING RULES G What and when is information reportable to the MINT system ? I WHAT WHEN • Bookings — Meetings/events confirmed At least on a monthly basis or as definite for the future using greater or soon as the booking is confirmed to equal to 50 rooms on peak night . Bookings definite status held on a regular basis and rotate among destinations . [NOTE: This 50 room threshold lowers to 25 rooms * on peak night for those DMOs with the capability to electronically report their bookings (Le ., via CRM system application program interface-API)] E C: C • Histories — Post event data on those Within 90 days of the bookings using greater or equal to 50 meeting/event end date ; after this rooms on peak night . * time period the record is marked as delinquent . • Organizations, Meeting Profile, Contacts- Ongoing add NEW organizations, meeting profiles and contacts for bookings and histories or UPDATE organizations, meeting profiles and contacts to existing records . *The difference between the number of rooms on peak night for bookings versus the number of rooms on peak night for histories addresses the need for smaller meetings to be included in MINT while maintaining the original requirement of 50 rooms on peak for histories. Destination 606 6 �4 Marketingempower M I NT Com connecting planners send their meetings Association International to destinations and their experts I make this commitment as evidence that our DMO fully understands the reporting system and have designated certain staff members to champion and adhere to these reporting rules . We also make this commitment with the full understanding that if we are delinquent for bookings and histories , we will be unable to receive information from the MINT system until we have brought our delinquencies up to date . SYSTEM CONFIDENTIALITY AND ACCESS Sharing MINT Queries Policy : As a subscriber to the MINT system , the MINT Query Reports are proprietary information for the contributing DMOs . Query Reports are not to be run for or shared with any outside partners . Allowing access to Query Reports , and the information contained within them , with outside entities takes away from the collaborative nature of this DMO subscriber' s only system ; and if this does occur , the integrity of the system is then compromised . Access to the system is for the subscriber DMO and its staff members only Access to System : The MINT Historical Database is a subscription based web - accessible database that allows one user to one computer and is cookie based . If you need to change computers , you need to be re -verified , which will be at the control of your MINT Admin (s ) . i! e 2 Destination 000 *04044 Marketin empowerM I NTCOM gconnecting Manners and their meetings Association Interi `Iatlmal to destinations and their experts We truly believe in this industry collaboration and the concept that the exchange of information is one of the cornerstones of DMAI and the DMO industry . Signed : President/ xecu ' v Director Print Name/ Date Primar Sales Lea er Print Name/ Date Convention Services Leader Print Name/ Date C � I l � MINT Administrator Print Name/ Date C PLEASE RETURN TO : Kate Skidmore , Subscription Services & Engagement Manager DMAI empowerMINT . com 2025 M Street , Suite 500 ` Washington , DC 20036 Fax : 202 - 835 -4090 Email : kskidmore@destinationmarketing . org WWW empower empowerM I NICOM connecting planners and their meetings to destinations and their experts empowerMINT . com DMO Participation Agreement This AGREEMENT is made by and between EmpowerMINT . com and Chapel HilUOrange County CVB #34909 (Hereinafter referred to as "Participant") With the following address : (All notices are to be sent to Participant and to EmpowerMINT . com at the below address) C 1 O ' Contact : U " ,r 7v s Qa \ Email Participation Agreement to : Address : t . C ��d� `I ' Destination Marketing Association International City : t � Stated Zip : `l Attn : Kate Skidmore 2025 M Street, NW, Suite 500 Phone , ' Ci `A I�6DD Fax : Washington, DC 20036 E-mall : (�� \ c ( > \ �,` ( Phone : 858 335 -9446 PARTICIEPATION 1 . empowerMlNT Program. Participation includes managing a destination profile and soliciting support from bureau member business for the purposes of including images, group rates, and available dates on empowerMINT.com and/or other promotional websites collectively referred to as « empowerNIMT Program )) . 20 empowerMINT. com shall fiimish Participant with log in information in the form of an email. Participant agrees to peforn set-up procedures and to continue to update information on an as needed basis . Participant represents and warrants that it has the right to authorize empowerMINTcom to use its name, logo, images, data, etc . 3 . Design. Participant acknowledges and agrees that the design and shape shall be subject to the requirements and limitations of the Web Site . empowerMINT.com reserves the right to make such adjustments in the shape, exact size, and attributes in order to make it fimction within the Web Site, provided, however, such adjustments shall not materially alter the actual hotel profile data as entered by participant. 4 . Participant agrees to provide marketing support as determined soley by empowerMINT. com. Participant agrees to keep current with marketing action items and use best efforts to support the program through out the tern of participation. Participant agrees to promptly respond to all empowerMINT Program communications . Participation Total Term Inventory Type Fee Contract Comments Price I" empowerMINT Internet Destination Sales & Marketing Package 2014 -2015 to be prorated for 2 months of usage 12 Featured listing across empowerMINT network . months Unlimited subscription to MINT database $ 7350 . 00 $ 7350 . 00 at $ 1 ,225 fora 5 / 1 / 15 start date Annual renewal 7/ 1 / 15 at $ 7350 Lead Tracking & Reporting Private Label Search and RFP engine I u Total $ 7350 . 00 The above information applies to a renewable contract applicable on a July 1411ne 30 cycle. Payment Options , The undersigned agrees to pay the above stated charges and understands that the contract will automatically renew unless cancelled (seepage 2). By signing, you agree to the Terms and Conditions attached as page 2. Executed this day of 12015 empowerMINT. com Bureau : C1< too � ' . By: By Name : Christine Shimasaki Name : �-� �- � (�A Title : Managing Director, empowerMINT. com Title : C 0�1 �t' ► t �� Cl�®. All pailic*ation orders subject to enipowerMINT. com Ternts and Conditions attached (seepage 212) © 2010 empowerMINT . com VWW empower M I N1 com connecting planners and their meetings to destinations and their experts empowerMINT . com Terms and Conditions 1 . Purpose. EmpowerMINT. com is a website operated by Destination Marketing Association International (DMAI) with its principal place of business located at 2025 M Street, NW, Suite 500, Washington, DC USA 20036 and hereby agrees to provide promotional space and access to the Web Site and to arrange for certain related services (collectively, the "Program"), subject to the terns and conditions of this Agreement. 2 . Payment and Payment Terms . In total and final consideration for the services to be provided by EmpowerMINT. com as set forth herein, Customer shall pay the sum of $ Said payments shall entitle Customer access to the Web Site for 12 months . 3 . Term and Termination. This Agreement shall commence on the Effective Date (as defined herein) and, unless terminated earlier as provided herein, shall continue for an initial term of one ( 1 ) year (the "Initial Tern") , and will automatically renew for additional periods of one ( 1 ) year term (each an "Additional Tenn"), unless written notification of non-renewal is provided by either party to the other party at least thirty (30) days prior to the expiration of the Initial Tenn or of the Additional Term, if applicable, or unless otherwise terminated as provided herein. EmpowerMINT. com Reserves the right to terminate this Agreement in the event that the Customer fails to make the payments as set forth in Section 2 above . In the event of any such termination, Customer shall immediately pay for any and all Advertisement services rendered up to the time of such termination. Customer may terminate this Agreement at any time without incurring liability of any kind in the event that EmpowerMINT. com breaches Sections Seven (7) and Eight (8) and such breach continues and is not cured for more than thirty (30) days after receiving from the Customer written notice regarding the breach. In addition to any other rights and remedies at law, either party hereto may, by giving written notice to the other party, immediately terminate this Agreement in the event that the other party (i) is declared insolvent either in bankruptcy proceedings or other legal proceeding or (ii) goes into voluntary or involuntary liquidation. Upon termination or expiration of this Agreement for any reason, each party shall immediately cease to use any of the other party' s marks and promotional materials including, without limitation, removing Customer IP and any other Customer-provided materials from the Web Site . I 4 . All rights, title and interest (including copyright) in and to program participation and its placement in the web Site are reserved to EmpowerMINT. com. Participant acknowledges and agrees that EmpowerMINT . com is and shall remain the owner of all design work, information and technical enhancements incorporated into the Web Site in connection with Participation, except for the designs, marks and other copyrightable materials (collectively, the "Participant Data") provided by the Participant to EmpowerNIINT. com pursuant to this Agreement. The parties hereby acknowledge and agree that the Participant owns and shall continue to own any and all interests in and rights to Participant Data, except that the Participant hereby grants to EmpowerMINT. com a non-exclusive, non-perpetual and limited license to use such Participant Data for purpose of participation under this Agreement, including but not limited to the design and posting on the Web Site. 5 . Representations and Warranties . Each party hereby represents and warrants that: (i) such party is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (ii) such party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (iii) this Agreement is a legal and valid obligation binding upon it and enforceable with its terms . The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (iv) such party has the Rill and exclusive right to grant or otherwise permit the other party to use the trademarks, logos and trade names as set forth in this Agreement, and that it is aware of no claims by any third parties adverse to any of such trademarks, logos and trade names. i 6 . Force Majeure. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt written notice to the other party, shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction or interference . The other party may terminate this Agreement without incurring any liability, however, in the event that the excused party' s inability to perform continues for more than thirty (30) days . 7 . Nonwaiver. The parties hereto agree that a waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. The parties also agree that no failure to exercise or delay in exercising any right under this Agreement on the part of either party shall operate as a waiver of any such right. 8 . Disclaimer of Express and Implied Warranties, Waiver of Express and Implied Warranties and Limitation of Damages : Except as otheiivise expressly provided in paragraph 5, PARTICIPANT ACKNOWLEDGES THAT DMAI DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND IMPLIED, AND THAT PARTICIPATION IS BEING PROVIDED BY DMAI AND ACCEPTED BY PARTICIPANT WITHOUT AN17 WARRANTY OF AN17 KIND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILIT17 OR FITNESS FOR PARTICULAR PURPOSE, EACH OF WHICH PARTICIPANT EXPRESSLY WAIVES. Except as provided in paragraph 14, EMPOWERMINT. COM SHALL NOT BE LIABLE TO PARTICIPANT OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT. . 9 . Indemnification. Participant agrees to protect, defend, indemnify and hold harmless EmpowerMINT.com, its directors, officers, employees, representatives, predecessors, successors and assigns, of and from any and all claims, demands, causes of action and liability, including without limitation, investigation expenses, court costs and reasonable attorney' s fees, arising out of or related to any service that has been or will be provided to EmpowerMINT. com pursuant to this Agreement. i, The parties agree that the foregoing indemnity obligations shall survive the termination or expiration of this Agreement. 10 . Assignment. Neither party hereto may assign or otherwise transfer its rights or obligations under this Agreement to a third party without the prior written consent of the other party. Any attempt to make such an assignment without having obtained the required consent shall be void. Notwithstanding the foregoing, no consent from the other party is required if the assignment of this Agreement is pursuant to the sale of all or substantially all of the assets of assignor' s business . 11 . Governing Law. The parties acknowledge that this agreement has been made in Washington D . C . , and agree that it shall be construed and enforced pursuant to and in accordance with the laws of Washington D . C . without giving effect to its conflicts of law provision. The parties farther agree that the proper venue for any action arising out of this Agreement shall be maintained in any state court of competent jurisdiction in Washington D . C . . 12 . Integration. The Parties acknowledge and agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and that is supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. 13 . Notices . Any notice required or permitted by this Agreement to be given to either party shall be deemed to have been given if in writing and delivered or mailed by first class, registered, or such other traceable, overnight delivery services as FedEx or Airborne, postage prepaid and addressed to the party' s then current business address set forth in this Agreement or to such address as shall subsequently be designated in writing to the other party. 14 . Attorney's Fees and Expenses . If any legal proceeding is necessary to enforce the terns of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, investigation expenses, expert witness fees and costs of court, in addition to any other relief to which the party is entitled as long as such other relief is consistent with the LIMITATIONS OF DAMAGES SET FORTH IN PARAGRAPH 8 ABOVE .