Contract

FAST IMPRESSIONS, Inc. Enrollment and Sponsorship Agreement

This Agreement is entered into by and between Fast Impressions, Inc., 5200 West Century Blvd., Suite 225, Los Angeles, Ca. 90045
Ph. 310-215-9366, ("Company") and the car owner(s) identified on the enrollment form completed in connection with this Agreement ("Owner").

1. General Terms
1.1 Database and Sponsorship. By executing this Agreement, Owner agrees for a term of five (5) years to (1) enroll in the Company’s database and (2) apply for consideration into a Sponsorship Program (as defined below). THERE IS NO GUARANTEE THAT YOU WILL BE SELECTED TO BECOME AN ACCEPTED OWNER (AS DEFINED BELOW) TO HAVE INSTALLED AND CARRY A DISPLAY ON OWNER’S CAR UNDER A SPONSORSHIP PROGRAM.
1.2 Enrollment in the Database. The Company intends to establish a database of Owners who desire to carry a Display under a Sponsorship Program. By executing this Agreement, Owner agrees to be enrolled in the Company’s database of potential drivers for a term of five (5) years from the date that Owner executes the Form. The Owner agrees to be enrolled in the database on an exclusive basis and agrees not to enroll in another similar sponsorship, advertisement or driving program during such five (5) year term. Regardless of whether or not Owner is accepted as an Accepted Driver in a Sponsorship Program, Owner agrees to be exclusively enrolled in the Company database for the five (5) year term. Owner’s exclusive inclusion in the database shall not be affected by Owner’s sale or loss of the Car identified on the Form.
1.3 Accepted Owners. If the Company, at its sole discretion, accepts the application of the Owner into a Sponsorship Program ("Accepted Owner"), the Accepted Owner agrees to have installed and to carry a Display designated by Sponsor on Owner’s Car for the Showing and under terms specified in the Sponsorship Program. Any Accepted Owner agrees to carry a Display from a Sponsor, which Sponsor may change from time to time, for a total period of 12 months, which may be, at the sole option of the company, a continuous 12-month period or non-continuous, and may be a series of months at different times equaling 12 months. An Accepted Owner shall have notice of the Sponsorship Program for which he/she has been accepted prior to or at the time of the installation of the Display.
1.4 No Employee Relationship with the Company. This Agreement does not create an employment, agency or independent contractor relationship between Owner and Company, or Owner and Sponsor, in connection with the enrollment in the database or between the Accepted Owner and Company, or Accepted Owner and Sponsor in connection with the Display to be installed and carried on Accepted Owner’s Car.
2. Definitions:
2.1 "Form" means the enrollment form attached hereto and incorporated herein by reference.
2.2 "Owner" means the second party to this Agreement, that is, the persons or entities identified as such in the Form.
2.3 "Accepted Owner" means an Owner who is enrolled in the database and is accepted under a Sponsorship Program.
2.4 "Car" is that motor vehicle described in the Form.
2.5 "Display" means a vinyl graphic advertising display affixed to Owner’s Car.
2.6 "Showing" is the period of time that a given Display is affixed to Car.
2.7 "Lien Holder" means any legal holder of a lien against the Car.
2.8 "Sponsor" is the Company client, such as a business or company, that controls the type of Display that is affixed to the Car.
2.9 "Sponsorship Program" means the program of Display and Showing as selected by the Sponsor and the Company. The Sponsorship Program determines the coverage area to which Displays may be affixed to the Car (e.g. full or partial wrap), the amount of time that such Display may remain affixed to the Car (e.g., four 3-month interval over the course of years), and affects the Monthly Rate. The Sponsorship Program applicable to any Accepted Owner under this Agreement may change from time to time during the term of this Agreement at the discretion of the Company.
2.10 "Size" means the size of the Car as determined by the Company for the purpose of determining the Monthly Rate and/or the size of the Display on the Car (i.e., coverage of the Display on the Car, such as a full or partial wrap on the Car).
2.11 "Term" means for purposes of enrollment in the database, five (5) years from the date Owner signs this Agreement or, for purposes of being an Accepted Owner, such term as may be required to install and carry a Display for the 12-month period described in Section 1 under "Accepted Owners" not to exceed five (5) years.
2.12 "Monthly Rate" means the rate to be paid to Owner as determined by Company from the Sponsorship Program and the Size.
2.13 "Writing" means any communication in written form, including e-mail.
3. Owner/Accepted Owner Representations. Owner/Accepted Owner represents and warrants as follows:
3.1 All the information in the Form is true and correct.
3.2 Owner/Accepted Owner is legally entitled to operate and use the Car to comply with all the terms of this Agreement, including, but not limited to; the owner, joint owner, or lessee of the Car, or another right holder to such Car.
3.3 In the Form, Owner/Accepted Owner has identified all Lien Holders.
3.4 Owner/Accepted Owner has received no more than (1) moving violation within the last three (3) years from the date of the Form and has not received any moving violations within the last six (6) months of the date of the Form.
3.5 Car is covered by the automobile insurance carrier and policy number identified in the Form against liability in the minimum amount required by law.
3.6 Owner/Accepted Owner has full authority to enter into this Agreement.
3.7 Owner/Accepted Owner represents that the information on the Form is accurate, particularly as to the mileage that Owner/Accepted Owner’s Car is driven annually, and that Owner does not anticipate any change in that information during the Term of this Agreement. Company does not require that Owner/Accepted Owner change Owner/Accepted Owner’s driving habits and does not require Owner to drive a particular number of miles. Owner/Accepted Owner understands that if Owner/Accepted Owner has made any misrepresentation on the Form or if Owner/Accepted Owner fails to notify Company of any change in the information on the Form, then Owner/Accepted Owner will have materially breached this Agreement and Company shall pursue all possible legal remedies against Owner/Accepted Owner.
3.8 Owner/Accepted Owner represents and covenants that for the Term of the Agreement the Car is being used primarily to transfer Owner/Accepted Owner, other passengers or goods.
4. Limited Refusal of Display. For the purpose of the Sponsorship Program, an Accepted Owner maintains the right to refuse Display or Sponsorship Program only if Accepted Owner has a moral disagreement with alcohol, tobacco or sex related products, or the Display is in violation of a written conflict of interest policy of the Accepted Owner’s employer.
5. Owner/Accepted Owner’s Duties
5.1 Installation of Displays.
5.1.1 On the date and at the time specified by Company, Accepted Owner shall deliver Car to installer specified by Company ("Installer") and shall leave it there for a period of not more than approximately 8 hours for installation of the Display.
5.1.2 Accepted Owner shall deliver car to Installer in a clean condition.
5.2 Maintenance. At all times during this Agreement, Accepted Owner shall, at Accepted Owner’s own expense,
5.2.1 Car. Keep and maintain the Car in good working order; and
5.2.2 Display. Keep and maintain the Display in good working order, clean, and maintain the attractive condition as when initially installed. Accepted Owner shall wash car no less than semi-monthly.
5.2.3 Notice. Accepted Owner shall immediately notify Company if the Display is soiled or defaced, and shall schedule and keep an appointment to have the Display repaired or replaced.
5.2.4 Accident. In the event of an accident involving damage to the Car body or windows, Accepted Owner shall immediately notify Company and schedule an appointment with an inspector designated by Company ("Inspector") for an inspection. Company’s duty to pay Accepted Owner shall be suspended from the time of the accident until the Car and the Display are repaired, or, until the Car is replaced and a new Display is installed.
5.2.5 Duty to pay. Company shall make payment to Accepted Owner pro rata as described in Section 7 of this Agreement, only for such time as the Display is affixed to the Car, and Car and the Display are properly maintained as set forth above.
5.2.6 GPS Unit. Company may place in Accepted Owner’s Car a GPS or similar tracking unit. Such tracking unit is primarily used for the purposes of market research by Company and confirmation of Car location. Such unit shall not be disturbed by Accepted Owner.
5.2.7 Replacement Car. If during the Term, Accepted Owner replaces Car with another car for any reason, then Accepted Owner shall immediately inform Company and provide Company with the information set forth in the Form with regard to the replacement car. The replacement car will then become the Car for the purposes of this Agreement.
5.3 Right to Designate New Display. At anytime during the Term of this Agreement, Company may designate new Displays to be installed on Accepted Owner’s Car for a period of time up to and including the end of the Term.
5.4 Inspection. Accepted Owner shall present Car to Inspector for inspection according to the schedule to be received from Installer or Company at the time of installation ("Schedule"); and, at any time the Display is permanently soiled, defaced or otherwise damaged. Inspector, as Company’s agent, will inspect the Car and the Display and note the date and the odometer reading. The odometer shall be noted for business purposes of the Company, such as verifying the information given on the Form and for market research by Company.
5.5 Parking. To the extent reasonably feasible, at Work and at Home, Accepted Owner shall park the Car in a conspicuous location on the street and not in an enclosed structure.
5.6 Insurance. Accepted Owner shall maintain minimum liability, comprehensive and collision insurance coverage as determined by the law of the state in which Car is operated or registered, whichever is greater. Accepted Owner shall also comply with the terms of such insurance coverage.
5.7 Form is Material Term. Company does not require that Accepted Owner change Accepted Owner’s driving habits and does not require Accepted Owner to drive a particular number of miles annually. Accepted Owner understands that the information given on the Form is important to Company and material to this Agreement. Accepted Owner shall immediately give Company Notice of any changes to the information requested in the Form, particularly any changes in home address and work address and number of miles driven annually.
6. Display is Company Property. Display shall remain the property of Company.
7. Company’s Duties:
7.1 Payment.
7.1.1 Upon installation the Company will give instructions for payment procedures.
7.1.2 After the first monthly inspection, and upon Inspectors’ satisfaction that the Display is in satisfactory condition, the Company shall issue a check in the amount of the Monthly Rate at approximately the end of the month in which such inspection is performed.
7.1.3 After the second and each subsequent regular monthly inspection, and upon Inspectors’ satisfaction that the Display is in satisfactory condition, the Company shall issue a check in the amount of the Monthly Rate at approximately the end of the month in which such inspection is performed.
7.2 At the conclusion of each Showing, Company shall remove the Display and restore the Car to the condition it was in at the time of installation. However, Accepted Owner agrees that if any damage to the Car results from installation, use or removal of the Display, Accepted Owner shall first seek compensation from and exhaust all remedies from 3M Corporation pursuant to the warranty of the Display manufacturer, 3M, a copy of which is attached hereto and incorporated by reference as Appendix 1.
7.3 Removal of display. Only Company shall remove the Display. Accepted Owner’s removal of Display will void all warranties and obligations of Company and the Display manufacturer.
8. Termination. Company may terminate this Agreement at any time upon 10 days written notice to the Owner or Accepted Owner. Upon Termination, Accepted Owner shall promptly deliver Car to Company for removal of the Display. If Accepted Owner fails to deliver Car to Company for removal of the Display within 20 days of a written request to Accepted Owner, Accepted Owner shall be in breach of this Agreement and agrees to pay, in addition to any other fees or monies to which Company may be otherwise entitled, three (3) times the amount of total compensation, damages awarded by any Court or proceeding to Company, if Company is the prevailing party.
9. Notices. All Notices required by or to be given pursuant to this Agreement shall be in writing and either personally served on the other party or delivered to the other party by mail or facsimile at their respective addresses as set forth above for Company and on the Form for Owner/Accepted Owner ("Notice"). Both parties shall immediately notify the other if either changes its address for notification purposes.
10. Opportunity for Attorney Review. Owner and/or Accepted Owner has had an attorney review this Agreement or has had the opportunity to consult with an attorney to review this Agreement.
11. Owner May Be Subject to Penalties. Any Accepted Owner shall fully compensate the Company for any breach of this Agreement to the fullest extent allowable by applicable law, including, but not limited to, reimbursement to the Company for replacement, redesign, reinstallation of the Display on the Car or another car for the Sponsorship Program intended for Accepted Owner.
12. Governing Law; Interpretation. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws principles. This Agreement shall be interpreted as neutral to each party, regardless of the drafter of the Agreement.
13. Arbitration. Any dispute between the parties including the arbitrability thereof shall be resolved by a retired judge at the Company’s discretion under the rules of the American Arbitration Association or JAMS/Endispute in San Francisco, California. The decision of the arbitrator shall be binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.
14. Attorney’s fees. As part of the decision of the arbitrator, the prevailing party shall be awarded attorney’s fees.
15. Entire Agreement. This Agreement sets forth the entire agreement of the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter hereof.
16. Severability. If any of the provisions of this Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, they shall be considered severable and shall not invalidate or make unenforceable the remainder of this Agreement.
17. Singular and Plural. For the purposes of this Agreement, a reference to the singular shall also include the plural and visa versa.
18. Amendment. This Agreement may be amended only by a written agreement signed by both parties.
19. Indemnification. The provision below is intended to be as broad an indemnity and duty to defend as allowable under applicable law and shall release Fast Impressions, Inc. and its agents from any liability whatsoever arising from, related to or in connection with the matters stated below:
OWNER AND/OR ACCEPTED OWNER AGREE(S) TO INDEMNIFY, DEFEND AND HOLD HARMLESS FAST IMPRESSIONS, INC. AND ITS OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, SUITS, CAUSES OF ACTION, JUDGMENTS, COSTS, OR EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES PAYABLE AS INCURRED) OF WHATEVER KIND OR NATURE ARISING FROM, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE DISPLAY, THE SPONSORSHIP PROGRAM OR ANY DAMAGE OR INJURY, OF WHATEVER KIND OR NATURE, ALLEGED TO BE SUFFERED OR SUFFERED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY FINES, PENALTIES, COMPENSATORY OR PUNITIVE DAMAGES.
Fast Impressions, Inc. 2000 �