Local Advertising Agreement

We are thrilled to add you to the Nexdup social calendaring system! Please review the following

Agreement in its entirety, and sign at your convenience.

This non-exclusive Listing Agreement for Businesses (“Agreement”) is entered into by and between

Nexdup app, Next Tech, LLC, (“the Company”); and

You ( “the Advertising Partner”) wishing to advertise business services on

the Nexdup Social Calendaring system, with an Effective Date (the “Effective Date”) per submiting the form online.

RECITALS

A. Nexdup operates, maintains, and provides a platform and associated services to Advertising Partners for the listing, advertisement, and booking of local activities through the Nexdup platform (the “Nexdup Private Network”), offered exclusively to Private Clients who (a) are registered users, (b) have actively opted in to engage in our business services, (c) have completed a customer profile, and (d) only access the offerings of the Nexdup Private Network by logging into the Nexdup mobile or desktop app using a personal username and password (the “Nexdup Users” or “Users”); 

B. Advertising Partner owns, or manages, or is otherwise authorized to represent certain business activities, and desires to advertise those activities and offer them for usage via listings on the Nexdup Private Network, subject to the following terms and conditions.

Therefore, the parties agree as follows:

1. Services. In exchange for consideration as defined below, and subject to Advertising Partners compliance with this Agreement, its Appendix, and all incorporated Terms and Conditions and Privacy Policy Nexdup will: (a) publish, post, advertise, distribute, book, and accept payments associated with the business services under Advertising Partner’s management (each unique service, a “Service”); and (b) provide Advertising Partner with access to the Nexdup online control panel to make available to Nexdup associated tools and resources designed to reflect performance-metrics and to enhance opportunities for exposure of the Services in the Nexdup marketplace (each of the above, a “Service,” and generally, the “Services”).

Nexdup agrees to permit Nexdup Users to create reservations only during periods marked available by Advertising Partner. When a Nexdup User creates a reservation, Advertising Partner agrees that it shall accept and honor that reservation, subject to the terms of this Agreement including Cancellation of Reservations below, in consideration for one of the following, chosen as specified below (the “Advertised Rate”):

 

·       the “Advertised Rate,” as specified below (altogether, the “Advertised Rate”), or

·       a Private Promotional Rate (“PPR”), set at Advertising Partner’s discretion in a Nexdup online control panel.

 

Advertising Partner acknowledges and understands that Nexdup operates a private marketplace focused on generating incremental bookings and revenues to Advertising Partners. This is done by directly incentivizing Nexdup Users to book specific services on specific dates that are most attractive to Advertising Partner’s bottom line. Examples include (a) near term (inside of 60 days) bookings, (b) advance bookings, and (c) off-season bookings. These incremental bookings are achieved through an optional capability offered to Advertising Partners, known as Private Promotional Rates, or PPRs.

PPRs enable Nexdups’s dynamic pricing algorithm to promote Advertising Partners’ specific services on specific dates, with the intent of maximizing revenue with no impact to publicly available/searchable consumer rates. Advertising Parners have SOLE control over the setting of PPRs, and can adjust, turn on, or turn off, PPRs at any time, through Nexdup’s online control panel. Advertising Partner initiated changes to PPRs propagate to the Nexdup App, whereby the lower the PPR, the higher the resulting bookings.

Advertising Partner acknowledges and understands that, when setting PPRs, the PPR becomes the new Remitted Rate, and rates visible to Nexdup Clients (the “Gross Rate”) are set dynamically by Nexdup’s algorithm. Furthermore, Nexdup’s algorithm promotes services specifically such that the lower the PPR, the higher the resulting promotion and views (see “Sort Order” below). 

Nexdup retains the right to charge fees, such as a Credit Card Processing fees and applicable markup, which shall be additional to the Gross Rate offered by the Advertising Partner. These additional fees charged shall be collected and kept by Nexdup for use of the service. In all instances, the rate offered to Nexdup users shall be less than the publicly available rate offered by the Advertising Partner, pre-discount.

Given the above terms and for purposes of clarity, Nexdup is exclusively compensated on a success only, pay-per-booking, basis, under which Nexdup provides Services associated with each of Advertising Partner’s Listings, and Advertising Partner receives payment each time a service is booked.

3. Listing Appearance in Search Results; Sort Order. Nexdup acknowledges that the Nexdup App is competitive and that Advertising Partners desire maximum exposure for their Listings, particularly for dates where incremental bookings would drive maximum profitability. The appearance of these Listings in search results is dynamic and variable in response to several factors including the particular combination of search parameters entered by each Nexdup User using the Nexdup App. These parameters may include such things as location, number of guests, and Gross Rates. However, the order of appearance of Listings on the Nexdup App among any set of services returned in response to a Nexdup user’s initial search (i.e. ‘sort order’) may be based upon, as selected by the user or by Nexdup: the percentage discount to Public Rates (shown as an “all-in” rate, including service fees), total dollars saved versus Public Rates (shown as an “all-in” rate, including service fees), or the Gross Rates. Sort order and filtering may then be further influenced by Advertising Partner-selected preferences (e.g., Gross Rates, guest-rating), as well as other variables.

4. Advertising Partner Terms of Service. Advertising Partner shall have the right to review Nexdup’s Terms of Service for Advertising Partners and understands and acknowledges that these include provisions for indemnification of Advertising Partner and Nexdup, and other industry standard terms.

5. Cancellation of Reservations. Reservations by Nexdup users have strict non-cancellability and non-refundability provisions. In the event of force majeure, double booking, if services are cancelled, or for other reasons, Advertising Partner or subsequent Owner or Heir, shall have the option to a) honor any or all reservations in place, b) cancel and refund Nexdup users all funds paid, or c) substitute comparable or superior services), and be responsible for any costs associated with said substitution.

 

6. Term and Termination. This Agreement governs all Advertising Partner Listings as of the Effective Date, is not subject to an annual term, and may be terminated by either party upon 30 days’ written notice, or as set forth below. Upon 30 days’ notice by Nexdup of any material changes to this Agreement, or the Agreement then in effect, Advertising Partner Listings will be governed by, and subject to, the then-current Nexdup Listing Agreement for Advertising Partners. Listings may be terminated or removed by Nexdup or Advertising Partner from the Nexdup App without cause and for convenience.