Aelieve for Startups Partner Agreement
Last Modified: September 30, 2016
PLEASE READ THIS AELIEVE FOR STARTUPS PARTNER AGREEMENT CAREFULLY.
This is a contract between you (the HSFS 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 HSFS Partner Program unless you agree to them. By participating in our HSFS 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.1. Definitions
“Agreement” means this HSFS Partner Agreement and all materials referred or linked to in here.
“HSFS Partner Benefits” means the benefits made available to partners which we have described at the HSFS Website.
“HSFS Partner Program” means our partner program as described in this Agreement and on the HSFS Website.
“HSFS Website” means https://aelieve.com/startups, or another website we may designate
“We”, “us”, “our”, and “Aelieve” means Aelieve, Inc.
“You”, “your”, and “Partner” means the party, other than Aelieve, entering into this Agreement. For the HSFS Partner Program, this means the entity that applied to participate in the HSFS 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 and Participation
Once you complete an application to become a HSFS Partner, we will review your application and notify you if you have been accepted to participate in the HSFS Partner Program, or not. If we do not notify you that you are accepted to participate in the HSFS Partner Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the HSFS 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.
Aelieve reserves the right to change the HSFS Website, HSFS Program and HSFS Partner Benefits from time to time.
4. 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.
5. 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 HSFS 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 HSFS 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 HSFS 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]
6. Proprietary Rights
No license to any software is granted by this Agreement. The Aelieve products and services are protected by intellectual property laws. 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 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 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.
8. Term and Termination
a. Term. This Agreement will apply for as long as you participate in the HSFS Partner Program, until terminated.
b. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.
c. 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 violate any applicable local, state, federal, or foreign laws or regulations, or (iv) 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.
d. Effects of Expiration/Termination. Upon termination or expiration, you 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.
9. Partner Representations and Warranties
You represent and warrant that: (i) your participation in this HSFS 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 HSFS Partner Program, (b) your noncompliance with or breach of this Agreement, or (c) 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.
11. 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, OR THE HSFS PARTNER PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AELIEVE PRODUCTS AND SERVICES AND THE HSFS PARTNER PROGRAM 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 HSFS PARTNER PROGRAM 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.
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/hsfs-partner-agreement , or another website we may designate. 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 Aelieve products and services to prohibited countries or individuals or permit use of 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 HSFS 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. Partner Benefits. We may change the HSFS Partner 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 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’, and ‘General’.