Business Partner Terms & Conditions
Product & Service Promotion
1.1 Business Partner authorizes VA to promote, and VA agrees to promote, Partner’s products and services in one or more promotions (each a “Promotion,” and collectively the “Promotions') in accordance with Partnership Agreements.
1.2 Performance of the Services Any and all materials supplied by Partner shall be provided to VA in such formats requested by VA. Partner acknowledges that the successful and timely rendering of the Services and the successful development of the Promotion to be provided hereunder will require the good faith cooperation of Partner. Accordingly, Partner will fully cooperate with VA, including, without limitation, by (a) providing VA with all information reasonably necessary or appropriate and relevant to VA’s performance as reasonably requested by VA; (b) providing one employee or consultant of Partner who shall have substantial relevant experience, to act as a Partner contact in connection with the development and administration of the Promotion; and (c) providing timely review of materials submitted by VA. VA may, in its sole discretion and judgment, reject content provided by Partner for any reason, or refuse or cease distribution of any Promotion or remove any Promotion, in each case if it determines that the content or Promotion is objectionable, may result in liability or if Partner fails to reasonably respond to issues relating to the support of the Promotion. Partner is solely responsible for any liability arising from its products and services.
1.3 Restrictions As between the Parties, each Party is liable for the content and manner of its marketing activities related to its respective obligations under this Agreement. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing and applicable privacy laws), the terms of service of any applicable social media websites, and otherwise comply with the terms of this Agreement. Neither Party will promote the other party or any of the Promotions in a manner that would be reasonably characterized as profane, obscene, or otherwise damaging to such other Party’s intellectual property rights or reputation.
Fees, Invoices and Taxes
2.1 Fees for the Services shall be set forth and invoiced here (“Fees”). Unless otherwise specified, all invoices will be paid in U.S dollars and are due within fifteen (15) days of the date of the invoice. Payments will be made without the right of set-off. Any amount not paid when due may be subject to interest charges at the rate of one-and-one-half percent (1.5%) per month or, the maximum rate permitted by law, whichever is less, determined and compounded on a daily basis from the date due until the date paid. Partner shall reimburse VA for all legal fees and collection costs and expenses incurred in connection with the enforcement of this Agreement, including a collection of the Fees.
2.2 Taxes: All amounts payable by Partner to VA under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the provision of Services, the execution or performance of this Agreement or otherwise, and including, without limitation, all sales, use, excise, import or export, value added, license fees, and customs duties; provided, however, that Partner shall have no liability for any net income, net worth or franchise taxes assessed on VA by the United States or any state or local taxing authority.
3. Term and Termination
3.1 Term Subject to the termination provisions hereof, this Agreement shall be effective as of the Effective Date for a period of two (2) years (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional one-year periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”) unless either party gives at least thirty (30) days prior written notice before the end of the Initial Term or the then-current Renewal Term of its intent not to renew this Agreement.
3.2 Termination for Cause In the event a Party breaches any material obligation set forth herein, the non-breaching Party may terminate this Agreement effective thirty (30) days after it provides written notice of such breach to the breaching Party, if such breach has not been cured within such thirty (30) day timeframe.
3.3 Acts of Insolvency, Bankruptcy, Etc. Either Party may immediately terminate this Agreement by written notice to the other Party if the other Party undergoes an Insolvency Event. If any Insolvency Event occurs, the affected Party shall promptly notify the other Party of its occurrence. “Insolvency Event” means that a party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise.
3.4 Rights and Obligations of Parties upon Termination or Expiration All licenses granted herein under Section 4 of this Agreement shall terminate automatically upon termination of this Agreement. Notwithstanding the foregoing, upon expiration or termination of this Agreement, neither party is required to remove social posts that were published during the Term of the Agreement. Additionally, upon the termination or expiration of this Agreement each Party shall, upon request: (i) within thirty (30) calendar days, return or destroy all of the other Party’s Confidential Information (as defined below) to the other Party and shall certify, in a writing signed by an officer of the Party returning or destroying the other Party’s Confidential Information, delivery or destruction of all such Confidential Information; and (ii) deliver promptly to the other Party the following: all tangible property owned by the other Party, or the other Party’s affiliates, such as books, manuals, and promotional and marketing materials, all supplies provided by one Party to the other Party, including any equipment or devices; all other written or printed materials which are the property of the other Party (and any copies of such materials); and any and all other materials which may contain Confidential Information (as hereinafter defined) which the other Party may then have in its possession, whether prepared by the other Party or not. Notwithstanding the foregoing, the receiving Party may retain electronic copies of Confidential Information stored on electronic back-up and archival systems if automatically produced in the ordinary course of business. Any such backup copies of Confidential Information so retained shall be held subject to the confidentiality and use limitations of this Agreement and shall not be accessed by any person except information technology systems administrators nor used for any purpose except necessary data storage systems maintenance.
3.5 Survival Termination, expiration or cancellation of this Agreement for any reason shall not release either Party from any obligation or terminate any right under this Agreement which, by its nature, is intended to survive, including, without limitation, the parties’ indemnification and confidentiality obligations and the limitations of liability contained herein.
4. Intellectual Property
4.1 VA License to Partner: VA grants to Partner a non-exclusive, non-transferable, royalty free, revocable license to use VA’s names, titles, logos, trademarks, trade names, and service marks, copyrights, intellectual property and any other materials created or used by VA and provided to Partner by VA (collectively, the “Licensed Materials”) solely for Partner’s use in promoting the Promotions. Except as permitted under this Agreement, Partner shall not alter, modify, or change the Licensed Materials in any way without VA’s prior written approval. Partner shall not make any use of any Licensed Materials for purposes other than those expressly permitted or contemplated under this Section
4.1 and the applicable Statement of Work. Partner shall not present the Licensed Materials in combination with any other third party name or mark, in connection with Partner’s own goods or services, or in any manner that may suggest or imply that Partner or Partner’s goods or services are supplied by, sponsored by, endorsed by or affiliated with VA without first obtaining VA’s prior written approval in each instance, except as otherwise permitted under this Agreement. Partner shall not use the Licensed Materials in conjunction with, or to promote any activity that is, in VA’s sole discretion, detrimental to the VA brand, including, without limitation, in any manner that is disparaging or that otherwise portrays VA in a negative light. Partner’s use of VA’s Licensed Materials does not give Partner any rights in those materials other than as described in this Agreement. Partner agrees that, upon termination or expiration of the Agreement, Partner shall promptly cease using the Licensed Materials, provided however any posts on social media shall not be required to be removed. For clarity, Partner shall obtain VA’s consent to use any of VA’s intellectual property prior to using such intellectual property in any way other than as contemplated by this Agreement. The Parties agree that any “written” consent and/or approval required from VA pursuant to the provisions of this Section 4.1. may be obtained via email communication that makes such consent and/or approval reasonably clear.
4.2 Partner License to VA VA shall, pursuant to this Agreement and as further outlined in the applicable Statement of Work, advertise or promote the Partner’s websites or Partner’s goods or services. Partner grants to VA a non-exclusive, non-transferable, royalty free, revocable license to use Partner’s names, titles, logos, trademarks, trade names, and service marks, copyrights, images and likenesses, and any other materials created or used by Partner and provided to VA by Partner solely for providing the Services described herein and in the applicable Statement of Work (collectively, the “Partner Materials”). VA shall use the Partner Materials only in the manner authorized in writing by Partner. VA shall not present the Partner Materials in combination with any other name or mark, in connection with VA’s own goods or services, or in any manner that may suggest or imply that VA or VA goods or services are supplied by, sponsored by, endorsed by or affiliated with Partner without first obtaining Partner’s prior written approval in each instance, except as otherwise permitted under this Agreement. Partner reserves all rights in the Partner Materials and any other proprietary rights not expressly granted in this Section 4.2. VA’s use of the Partner Materials does not give VA any rights in those materials other than as described in this Agreement. VA agrees that, upon termination or expiration of the Agreement, it will promptly cease using the Partner Materials, provided however any posts on social media shall not be required to be removed. For clarity, VA shall obtain the Partner’s written consent to use any of the Partner’s intellectual property prior to using such intellectual property. The Parties agree that any “written” consent and/or approval required from Partner pursuant to the provisions of this Section 4.2 may be obtained via email communication that makes such consent and/or approval reasonably clear.
4.3 API License If Partner is purchasing military status verification services from VA, VA grants Partner a limited, non-exclusive, revocable, non-sublicensable, non transferable license, to access each API set forth in the Statement of Work. The API(s) are provided in the form of a web service that enables a "connection" into VA’s servers. VA will provide Partner with the information necessary to enable Partner’s secure use of the API(s) in connection with the Promotions. Partner may not use or install the API(s) for any other purpose without VA’s written consent, and may not copy, rent, adapt, disassemble, lease, assign, sublicense, reverse engineer, modify or decompile, the API(s) or any part thereof. VA reserves the right to limit the number and/or frequency of API requests or take other actions necessary to protect the integrity of the VA military status verification services.
4.4 Ownership Subject to the limited licenses above, as between VA and Partner, each Party will exclusively own and control its respective intellectual property and no Party shall acquire or retain any ownership rights of the intellectual property of the other Party by virtue of this Agreement. All goodwill that accrues from the licensed use of a Party’s trademarks hereunder will inure exclusively to the Party that owns the trademark.
5. Representations and Warranties
5.1 Partner Representations and Warranties Partner represents and warrants throughout the Term that: (a) Partner has the right, power and authority to enter into this Agreement and its Representative executed this Agreement has been duly authorized; (b) Partner is the owner (or is otherwise the authorized licensee) of the copyright, trademark or other intellectual property rights in the Partner Marks and the Partner Materials, and has the right to grant the licenses in the Partner Marks and the Materials and to otherwise authorize VA to use, publish, display, perform and distribute the Partner Marks and Materials as contemplated by this Agreement without additional fee or payment whatsoever to any third party; (c) Partner’s products and services and any advertising or promotion of Partner’s products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws; and (d) none of the Partner Marks or Partner Materials: (i) are unlawful, libelous, defamatory, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, deceptive or misleading; (ii) convey expressions of bigotry, prejudice, racism, hatred or profanity; or (iii) infringe any copyright, trademark or other intellectual or proprietary right of any party, or otherwise include content that Partner does not have the lawful right to distribute and reproduce.
5.2 VA Representations and Warranties VA represents, warrants and covenants that throughout the Term that: (a) it has the right, power and authority to enter into this Agreement and its Representative executed this Agreement has been duly authorized; (b) it will perform the Services in a competent and professional manner, in accordance with applicable law, and with all reasonable skill, care and diligence in accordance with industry standards; and (c) the Services will not infringe any copyright, trademark or other intellectual or proprietary right of any party.
5.3 Warranty Disclaimer EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND VETERANS ADVANTAGE MAKES NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SERVICES OR ANY DELIVERABLES FURNISHED OR PROVIDED TO PARTNER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VETERANS ADVANTAGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DELIVERABLES AND SERVICES PROVIDED BY VETERANS ADVANTAGE HEREUNDER, AND WITH RESPECT TO ANY USE OF THE FOREGOING.
6.1 “Confidential Information” For purposes of this Agreement, “Confidential Information” shall mean all non-public confidential and proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Services relating to the businesses of such Party, including, but not limited to, plans, programs, methods, systems, processes, technology, devices, designs, inventions, research or development projects, plans for future project development, financial information, sales practices, business plans, marketing and pricing plans and strategies, customers, members, subscribers, suppliers, person