This Agreement is between ValuSource (“COMPANY”) and the partner (“Partner”) and establishes the terms and conditions for Partners participation in the ValuSource Partner Program (the “Program”). Under the Program, ValuSource will provide marketing and promotional support to Partner as specified in this Agreement related to Partners use of ValuSource products.
1. Partner Qualification
1.1 In order to participate in the Partner program, Partners must meet the requirements as described in the Program Materials (the elements and general policies are contained within the partner portal site). These Program Materials contain a detailed description of the benefits to a Partner of as well as the requirements of a Partner under this program.
2.1. Partner is an independent contractor engaged in using ValuSource products. Partner is not an agent or legal representative of ValuSource for any purpose, and has no authority to act for, bind or commit ValuSource.
2.2. Partner has no authority to make any commitment on behalf of ValuSource with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Partner has no authority to modify the warranty offered with ValuSource products. Partner will indemnify ValuSource from liability for any modified warranty or other commitment by Partner not specifically authorized by ValuSource.
2.3. Partner will not represent itself in any way that implies Partner is an agent or branch of ValuSource. Partner will immediately change or discontinue any representation or business practice found to be misleading or deceptive by ValuSource immediately upon notice from ValuSource.
3. Term, Limitations, Termination
3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Partner and ValuSource. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
3.2. ValuSource or Partner may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
3.3. ValuSource may, from time to time, give Partner written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.
3.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.
4. Partner Programs
4.1. ValuSource Partner program will contain various participation levels. ValuSource will invite Partner from time to time to participate in the co-operative advertising, market development and promotional programs offered by ValuSource as defined in the Program Materials. Partner may, at its option, participate in such programs during the term of this Agreement. ValuSource reserves the right to terminate or modify such programs at any time at its sole discretion.
4.2. Partner is able to use promotional materials supplied by ValuSource.
4.3. As defined in the Program Materials, Partner shall have sufficient knowledge of the ValuSource products in general, and will have access to appropriate ValuSource sales and technical training.
4.4. ValuSource does not represent that it will continue to manufacture any particular product indefinitely or even for any specific period. ValuSource specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.
4.5. Partner is encouraged to advertise and promote the ValuSource system through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. ValuSource must approve all original materials that use ValuSource name or trademarks (aside from modifying existing ValuSource supplied template materials), or describe ValuSource products inconsistently with their published descriptions (i.e., trying to extend the perception of what the software will actually do). ValuSource will assist Partner in advertising and promoting ValuSource products in accordance with ValuSource policy.
5. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL VALUSOURCE BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
6. Use of ValuSource Trademarks
6.1. Partner acknowledges the following:
6.1.a. ValuSource owns all right, title and interest in the ValuSource names and logotypes.
6.1.b. ValuSource is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
6.1.c.Partner will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with ValuSource.
6.2. During the term of this Agreement, Partner may indicate to the trade and to the public that it is an Authorized Partner of the ValuSource products. Partner may also use the ValuSource trademarks and trade names to promote use of ValuSource products if done so in strict accordance with ValuSource guidelines. Partner will not adopt or use such trademarks or tradenames, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.
6.3. At the expiration or termination of this Agreement, Partner shall immediately discontinue any use of the ValuSource names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a partner of the ValuSource products.
7. Product Warranty
7.1. The warranty terms and conditions will be as specified in the ValuSource Standard Terms and Conditions of Sale (EULA).
7.2. VALUSOURCE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.1 The software license terms will be specified in ValuSource Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.
9. Proprietary Information
9.1 ValuSource and Partner shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.
9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to ValuSource.
1o. Compliance with Laws
Partner agrees to comply with all laws and regulations that are applicable to the business that Partner transacts. Partner agrees to indemnify and hold ValuSource harmless for all liability or damages caused by Partners failure to comply with the terms of this provision.
Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the partner application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.
This Agreement, Program Materials, and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Colorado law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. ValuSource and Partner will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation.
Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.