Education Partner Agreement
Last Modified: March 28, 2017
PLEASE READ THIS EDUCATION PARTNER AGREEMENT CAREFULLY.
This is a contract between you (the Education Partner) and us (Aelieve). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Education Partner Program unless you agree to them. By participating in our Education Partner Program, you are agreeing to these terms.
For information on our Partner Program that applies to agency partners, please see http://legal.aelieve.com/partner-program-agreement. We periodically update these guidelines and you can find the most recent version here.
“Academic Portal“ means all of our web-based inbound marketing and sales applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via https://aelieve.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you for your use in accordance with the terms of this Agreement.
“Academy Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Aelieve Academy certification resources and make available to you under this Agreement.
“Agreement” means this Education Partner Agreement and all materials referred or linked to in here.
“Customer Terms of Service” means those terms and conditions located at http://legal.aelieve.com/terms-of-service, as modified from time to time.
“Education Partner Benefits” means the benefits made available to partners which we have described at http://academy.aelieve.com/about-the-education-partner-program, or another website we may designate.
“Education Partner Program” means our partner program as described in this Agreement.
“End User” means the authorized actual user of the Academic Portal, which may include students enrolled in educational programs with Partner.
“Aelieve Academy Terms” means those terms and conditions applicable to participation in a Aelieve Academy educational seminar or certification that are made available at http://academy.aelieve.com/.
“We”, “us”, “our”, and “Aelieve” means Aelieve, Inc.
“You” and “Partner” means the party, other than Aelieve, entering into this Agreement and participating in the Education Partner Program. For the Education Partner Program, this means the School that applied to participate in the Education Partner Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.
3. Partner Acceptance, Rights and Obligations
a. Partner Acceptance. Once you complete an application to become a Aelieve Education Partner, we will review your application and notify you have been accepted to participate in the Education Partner Program, or not. If we do not notify you that you are accepted to participate in the Education Partner Program within thirty (30) days from your application, your application is considered to be rejected.
If we notify you that you have been accepted into the Education Partner Program, the first thirty (30) days following acceptance is considered the “Provisional Acceptance Period”. During the Provisional Acceptance Period, we may desire to review your course(s) or learn more about your educational program. If you do not provide this information, or if we, in our sole discretion, otherwise decide not to move forward beyond the Provisional Acceptance Period, then we may terminate this Agreement in accordance with the ‘Provisional Acceptance Termination’ section below. If your participation is not terminated prior to the conclusion of the Provisional Acceptance Period, then you will continue to be considered a participant in the Education Partner Program, until one of us terminates the Agreement.
If you are accepted to participate in the Education Partner Program, then upon notification of acceptance the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.
b. Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the Academy Content solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student.
You may not resell, lease, rent or otherwise use the Academy Content for profit, provided that the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply regardless of the inclusion of the Academy Content in your curriculum. You may also not include the Academy Content in materials that are going to distributed outside of your classroom or organization (for example, for inclusion in a published book), without our express prior written consent. You may not alter the appearance of the Academy Content or remove our name or logo from the Academy Content. “Whitelabeling” is strictly prohibited. We determine the Academy Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.
You agree to abide by the Aelieve Academy Terms, and to instruct students using the Academy Content to do the same. You will take all reasonable steps to ensure that students using the Academy Content do not use the Academy Content in violation of the Aelieve Academy Terms. If you discover or have reason to believe that any student is making use of the Academy Content in violation of the Aelieve Academy Terms, then you will immediately notify us in writing.
4. Partner Support
We will make the Academy Content available to you without charge (unless we otherwise agree in writing), subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will make available to you those benefits as indicated in the Education Partner Benefits, which we may change from time-to-time without notice to you.
If we make an Academic Portal available to you, then you will use the Academic Portal solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student, and you are not permitted to use it for any other purpose. You are permitted to allow End Users to use the Academic Portal and you remain fully liable and responsible for all use and misuse of the Academic Portal by End Users. You will not lease, distribute, license, sell or otherwise commercially exploit the Academic Portal. The Customer Terms of Service apply to your use of the Academic Portal and it will be considered “Free Services” under the Customer Terms of Service. As indicated in the Customer Terms of Service, you will comply with our Acceptable Use Policy at http://legal.aelieve.com/acceptable-use with respect to your use of the Academic Portal. We reserve the right to suspend, modify, or discontinue any or all part of the Academic Portal at any time without prior notice to you, and we may not give you the opportunity to retrieve your or your End User’s data. In the event of a conflict between the terms that apply to the Academic Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.
5. No Fees
No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.
6. Trademarks and Press Release
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Education Partner Program and this Agreement.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Education Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
If you are accepted as an Education Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to [email protected]
7. Proprietary Rights
No license to any software is granted by this Agreement. The Academy Content, the Academic Portal and the Aelieve products and services are protected by intellectual property laws. The Academy Content, the Academic Portal and the Aelieve products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Academy Content, the Academic Portal and the Aelieve products and services. Aelieve, the Sprocket Design, the Aelieve logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the Academic Portal and Aelieve products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Aelieve products and services, without payment to you.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Aelieve customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
9. Term and Termination
a. Term. This Agreement will apply for as long as you participate in the Education Partner Program, until terminated.
b. Provisional Acceptance Termination. We may terminate this Agreement immediately upon notice to you within the Provisional Acceptance Period. This termination right does not limit our right to otherwise terminate this Agreement in accordance with the ‘Termination for Cause’ section below.
c. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.
d. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Academy Content violate the Aelieve Academy Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
e. Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all Academy Content and will immediately discontinue all use of our trademark, including any Aelieve badges, if applicable. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.
10. Partner Representations and Warranties
You represent and warrant that: (i) your participation in this Education Partner Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Education Partner Program, (b) your noncompliance with or breach of this Agreement, (c) your or your End User’s use of the Academic Portal, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AELIEVE PRODUCTS OR SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM, OR THE ACADEMIC PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE ACADEMIC PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AELIEVE PRODUCTS AND SERVICES THE EDUCATION PARTNER PROGRAM AND THE ACADEMIC PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AELIEVE PRODUCTS AND SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM AND THE ACADEMIC PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.
d. Academic Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE ACADEMIC PORTAL THAT YOU OR YOUR END USERS USE.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at http://legal.aelieve.com/education-partner-agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Academy Content and the Aelieve products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Academy Content or the Aelieve products and services to prohibited countries or individuals or permit use of the Academy Content or the Aelieve products and services by prohibited countries or individuals.
g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Aelieve, Inc.: Aelieve, Inc., 25 First Street, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel
To you: your address as provided in our partner account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
i. Entire Agreement. This Agreement is the entire agreement between us for Education Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Program Benefits. We may change the Education Program Benefits from time to time by updating our website.
m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Aelieve products and services, our trademarks, or any other property or right of ours.
n. Sales by Aelieve. This Agreement shall in no way limit our right to make available or sell the Academy Content or the Aelieve products and services, directly or indirectly, to any current or prospective customers.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
p. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.