COUPON CLUB TERMS
& CONDITIONS
Coupon Club Membership Agreement
This TCM Coupon Club Membership Agreement ("Agreement") is entered into and made effective as of the date the business agreeing to it ("Member") accepts it by checking the acceptance box at checkout on TCM's website and completes payment (the "Effective Date"), by and between Member and The Columbia Mom LLC, a Maryland limited liability company ("TCM"). Member and TCM may be referred to individually as a Party and collectively as the Parties.
TCM operates a local community platform, including a website, email list, and social media accounts, that reaches local families and residents. Member wishes to be listed in TCM's Coupon Club directory and to have its offer showcased to TCM's community. The Parties desire to enter into an agreement whereby TCM will list Member and publish Member's offer in exchange for payment of the membership fee, subject to the terms and conditions set forth herein, and hereby agree as follows:
Terms
1. Membership, Term, and Fee
TCM agrees to provide Member with a one-year membership in the TCM Coupon Club (the "Membership"), subject to the terms of this Agreement.
Term. The Membership lasts for one (1) year, which is twelve (12) consecutive months (the "Initial Term"). The Initial Term begins on the date Member's payment is processed (the "Membership Start Date") and ends twelve (12) months later, on the day before the anniversary of that date. For example, a Member who pays on November 3 has an Initial Term of November 3 through November 2 of the following year. Each one-year period after the Initial Term is a "Renewal Term," and "Term" means the Initial Term and each Renewal Term, as applicable.
Fee. Member will pay TCM a fee of $99 for the Initial Term (the "Fee"), due in full at sign-up. The Fee covers the entire one-year Term for which it is paid and is not billed monthly.
Automatic Renewal. The Membership renews automatically for successive one-year Renewal Terms, beginning on each anniversary of the Membership Start Date, unless Member cancels before the renewal date as described in Section 10. Member authorizes TCM and its payment processor to charge the payment method Member used at sign-up, or later updated, for each Renewal Term. The renewal fee will be the then-current annual Fee, which TCM will state in the renewal notice, unless a founding or locked rate that TCM offered Member at sign-up applies, in which case that rate applies for as long as the Membership renews without interruption. TCM will email Member a renewal notice at least thirty (30) days before each renewal date stating the renewal date, the renewal fee, and how to cancel.
2. What TCM Provides
During the Term, TCM will provide the following (together, the "Services"):
a. a listing for Member in the Coupon Club directory on TCM's website; and
b. publication of Member's coupon or offer (the "Offer") in the directory, and, at TCM's discretion, through other TCM channels such as email or social media.
TCM is providing a platform to advertise and showcase Member's Offer to TCM's community and following. TCM is not a party to any transaction between Member and any customer, and does not sell, deliver, or fulfill Member's products or services.
Listing Go-Live. TCM publishes new and updated listings once per month, on the 1st. If TCM receives Member's Offer details and listing information through TCM's online offer form (the "offer form"), on or before the 25th of a month, Member's listing will go live on the 1st of the following month. If TCM receives it after the 25th, Member's listing will go live on the 1st of the month after that. For example, a listing received on November 3 goes live on December 1, and a listing received on November 28 goes live on January 1. Member understands that, because listings go live on this monthly schedule, its listing will not be live for the first part of the Term, and that this does not extend the Term. Members who sign up before TCM first publishes the Coupon Club directory will go live on the date TCM first publishes it.
Offers. Each Membership includes one Offer for the full Term, or up to twelve (12) unique Offers, changed no more than once per calendar month. TCM may decline, or require changes to, any Offer that does not meet its listing guidelines.
Monthly Offer Changes. TCM will email Members each month with a link to an offer change form. To change an Offer, Member must submit the form on or before the 25th of the month, and the change will go live on the 1st of the following month. A change submitted after the 25th will go live on the 1st of the month after that. If Member does not submit a change form by the deadline, TCM will continue to run Member's most recently submitted Offer. TCM may, but is not required to, send reminder emails.
Placement and Format. TCM controls the design, categories, order, placement, and format of the directory and all listings, and may change them at any time.
3. Billing and Payment
Failure to pay the Fee as set forth herein will result in immediate suspension or removal of Member's listing and the Services. Payments made via credit card may incur additional processing fees. All costs of collection, including interest, reasonable attorneys' fees, and court costs, will be assessed to Member. Refunds are addressed in Section 10.
4. Member's Responsibilities and the Offer
Member agrees that it is solely responsible for its Offer and for delivering its products and services to customers. Specifically, Member agrees to:
a. provide accurate and complete listing and Offer information through the offer form, and promptly notify TCM of any change;
b. ensure the Offer is lawful, accurate, and not misleading, and that any exclusions, limits, and expiration dates are clearly stated;
c. honor the Offer as described in its listing for the full period the listing is published;
d. deliver and fulfill the Offer, product, or service to customers; and
e. resolve any customer questions, disputes, or complaints relating to the Offer, products, or services.
TCM is not responsible for the delivery, quality, or fulfillment of any Offer, product, or service, and is not responsible if Member fails to honor its Offer.
5. Redemption and Tracking
Member is solely responsible for tracking, counting, verifying, and honoring all redemptions of its Offer, using its own checkout, point-of-sale, booking, customer management, or other business systems. TCM does not track, count, or verify redemptions, and does not manage, collect, or have access to Member's customer data or business systems. TCM may, at its discretion, share general information such as listing views or clicks with Member. Any such information is provided as a courtesy, may not be complete or exact, and is not a guarantee of any result.
6. Listing Content and Communication
TCM will publish Member's listing as described in Section 2 after receiving a complete and accurate offer form. Member agrees to provide appropriate logos, images, descriptions, Offer details, and other brand materials to TCM, and acknowledges that failure to do so, or to respond to reasonable requests for clarification, may delay or limit the listing. A delay caused by Member does not extend the Term. TCM may edit listing content for length, clarity, or formatting, and agrees to maintain open communication with Member, including responding to calls, messages, and emails in a timely manner.
7. No Guaranty and Limitation of Liability
TCM cannot and will not guaranty the success of any listing or Offer. TCM is not responsible and cannot be held liable for a listing's or Offer's failure to garner optimal likes, comments, views, clicks, redemptions, customer generation and retention, sales, and the like. The Services are provided "as is." To the fullest extent permitted by law, TCM will not be liable for any indirect, incidental, special, consequential, or lost-profit damages arising from this Agreement, and TCM's total liability to Member under this Agreement shall be limited to the amount of the Fee paid for the then-current Term.
8. Indemnification
Member agrees to indemnify, release, and hold harmless TCM, its owner(s), contractors, and representatives from any and all third-party claims or causes of action arising from Member's listing, Offer, products, services, business practices, or breach of this Agreement, including, without limitation, any claim relating to the Offer, its redemption, or Member's failure to honor it, and any claim relating to content or images Member provides.
9. Compliance
Member is solely responsible for ensuring that its Offer, products, services, and business operations comply with all applicable federal, state, and local laws, including consumer protection, advertising, and licensing requirements. TCM may identify Member's listing as a paid membership or sponsored placement and will comply with Federal Trade Commission ("FTC") regulations pertaining to sponsored advertisements.
10. Cancellation, Termination, and Refunds
This Agreement begins on the Effective Date and continues for the Initial Term and each Renewal Term, subject to the renewal and cancellation provisions of this Agreement.
Cancellation by Member. Member may cancel the Membership, including automatic renewal, at any time by written notice to TCM (email is sufficient). To avoid being charged for a Renewal Term, Member must cancel before the renewal date. Cancellation stops future renewals but does not shorten the then-current Term or entitle Member to a refund of the Fee for that Term, and the listing will remain active through the end of that Term unless Member requests earlier removal.
Suspension or Termination by TCM for Cause. TCM may suspend or remove any listing or Offer, and may terminate this Agreement immediately and without refund, if in TCM's reasonable judgment: (a) Member has breached this Agreement; (b) the listing or Offer is inaccurate, misleading, unlawful, or violates any applicable law or regulation; or (c) Member's business, Offer, or conduct is inconsistent with TCM's community standards, values, or ethics, or could harm TCM's community or brand.
Termination by TCM Without Cause. TCM reserves the right to end the Coupon Club, or Member's Membership, at any time and without cause by written notice to Member. If TCM does so other than as described in the paragraph above, TCM will refund the Fee for the unused portion of the Term on a pro-rata basis.
Refunds. Except as stated in this Section, the Fee, including the fee for any Renewal Term, is non-refundable once Member's listing has been published or a Renewal Term has begun, including if Member cancels or stops using the Membership before the end of the Term. If TCM has not yet published Member's initial listing, Member may request a full refund in writing. If TCM declines to publish Member's listing, TCM will refund the Fee in full. If Member is charged for a Renewal Term after cancelling in writing before the renewal date, or if TCM did not send the renewal notice described in Section 1, TCM will refund that renewal fee in full on request.
Effect of Expiration or Termination. When the Term ends or the Membership is terminated, TCM will remove Member's listing and Offer from the directory within a reasonable time. Member is not required to honor the Offer for redemptions after the listing has been removed, unless Member chooses to.
11. Non-Exclusivity
The Parties agree and acknowledge that this Agreement does not create an exclusive relationship between Member and TCM. During the Term, TCM is free to list and promote other businesses, including businesses that compete with Member, and Member is free to advertise with other parties.
12. Intellectual Property
The Parties agree and acknowledge that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. This Agreement does not provide for or permit any transfer of ownership of intellectual property between the Parties. Subject to the limitations set forth herein, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use its intellectual property solely and exclusively in conjunction with this Agreement, including, in TCM's case, the right to display Member's name, logo, images, and Offer details in Member's listing and in promotion of the Coupon Club. Either Party may revoke this license at any time, including if any misuse of intellectual property is found. This license will terminate upon the termination of this Agreement, except that TCM may complete any scheduled promotions and may retain Member's listing in its archives. Each Party specifically reserves all rights to its intellectual property, including the right to pursue infringement claims in any applicable tribunal. Member confirms that it owns or has permission to use all content it submits. TCM shall retain the right to use Member-licensed material for the purpose of providing samples of its work to prospective members and advertisers.
13. Independent Relationship
The Parties agree and acknowledge that TCM's relationship with Member is solely that of an independent contractor. Neither Party is an employee, agent, partner, or co-venturer of the other. Each Party is solely responsible for complying with all obligations under federal and state law pertaining to its own employees and subcontractors. TCM does not endorse or guarantee Member's products or services.
14. Regulated, Age-Restricted, and Professional Offers
Member acknowledges that TCM promotes a wide range of local businesses, including businesses that sell food, alcohol, and other age-restricted products, and licensed professionals who provide health, wellness, legal, financial, or other regulated services. Accordingly:
a. Age restrictions. Member is solely responsible for ensuring that any Offer for alcohol, tobacco, vaping, cannabis, or other age-restricted products or services is lawful, is clearly marked with the applicable age requirement (such as "21+"), and is redeemed only by customers who meet that requirement. Member is responsible for verifying age and identification at the time of redemption. TCM does not verify the age of any person who views or uses an Offer.
b. Licensed and regulated businesses. Member represents that it and its personnel hold all licenses, permits, certifications, and insurance required to provide the products and services it offers, and that its Offer complies with all laws, regulations, and professional rules that apply to its industry, including rules on advertising, discounts, and referrals, and, where applicable, food safety, allergen, and health department requirements.
c. Privacy and confidential information. Member is solely responsible for the privacy, confidentiality, and security of its customers' and clients' information, including compliance with the Health Insurance Portability and Accountability Act (HIPAA) and any other privacy law that applies to Member. Member will not send TCM, and TCM does not request or accept, any protected health information or other confidential client information in connection with the Membership.
d. Member's own agreements. Any relationship between Member and a customer or client, including any product, service, treatment, or advice provided, is solely between them and is governed by Member's own agreements, waivers, and policies.
e. No advice or endorsement. TCM is not a healthcare provider or a legal, financial, or other professional adviser, and is not a referral service. A listing is advertising only and is not a recommendation, endorsement, referral, or guarantee of Member or its products or services.
15. Member Representations
Member represents and warrants that: (a) it is a legally operating business with authority to enter into this Agreement; (b) all information, content, and images it provides are accurate and do not infringe or violate the rights of any third party; and (c) its listing and Offer do not violate any law or any agreement Member has with a third party, such as a landlord, franchisor, supplier, or online platform.
16. Breach and Disputes
All disputes arising under or in relation to this Agreement shall be addressed first via a written notice of dispute from the disputing Party to the non-disputing Party. The Parties shall endeavor for a period of thirty days thereafter to resolve their dispute. If the dispute remains unresolved, it shall then be resolved in an appropriate court of law. The Parties agree that the laws of Maryland govern this Agreement and any disputes arising from it, without regard to principles of conflicts of laws. The Parties further consent to the exclusive venue of the appropriate state court sitting in Howard County, Maryland, or federal court sitting in Maryland. BOTH PARTIES AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY.
17. General Provisions
Assignment. This Agreement, including the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
Severability. If any provision of this Agreement is for any reason held invalid or unenforceable by any court of competent jurisdiction, governmental agency, or arbiter, such invalidity or unenforceability will not affect any other provision hereof. Any provision of this Agreement that is declared invalid or unenforceable in any application will remain in full force and effect as to valid applications, and the offending provision will be deemed to be modified to the minimum extent necessary to make such provision valid and enforceable.
No Waiver. The waiver by any Party of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of any such provision or of any other provision hereof, nor shall any failure to enforce any provision hereof operate as a waiver at such time or at any future time of such provision or of any other provision hereof.
Force Majeure. Neither Party is liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, sudden illness, unavoidable technology failures or outages, acts of civil authorities, and other unforeseen circumstances.
Updates to Coupon Club Policies. TCM may update general Coupon Club policies, such as submission deadlines and listing formats, with reasonable notice to Member. No other amendment or modification of any provision of this Agreement will be effective unless in writing and agreed to by both Parties.
Entire Agreement. This Agreement, together with Member's offer form, constitutes the entire agreement between Member and TCM and supersedes all previous communications, agreements, proposals, letters of intent, and terms and conditions.
Electronic Signature. This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a Party's signature or acceptance is delivered by email, electronic signature, online checkbox, or other electronic medium. By checking the acceptance box at checkout and completing payment, Member agrees to the terms and provisions of this Agreement, and such acceptance shall have the same force and effect as delivery of an original signed counterpart.
Notices and Contact. All notices to TCM under this Agreement, and all questions, concerns, and special requests relating to the Membership, must be sent by email to claire@thecolumbiamdmom.com. Notices to Member will be sent to the email address provided at checkout, and Member is responsible for keeping that address current.
Communications. By joining the Coupon Club, Member agrees that TCM may email Member at the address provided at checkout about Coupon Club updates, renewals, monthly offer reminders, and related Membership information.
Acceptance and Member Acknowledgments
By checking the acceptance box at checkout, Member agrees to this entire Agreement and specifically acknowledges, represents, and agrees that:
Tracking and honoring coupon redemptions is solely Member's responsibility, and TCM does not track, count, or verify redemptions or guarantee any specific results from Member's listing.
Member's Offer is accurate, and Member will honor it as described in its listing.
Member's business holds all licenses, permits, and insurance required for the products and services it offers, and any age-restricted Offer will be redeemed only by customers who meet the age requirement.