Vendor allows ConservaTruth’s Association Corp’s (“ConservaTruth”) the use of Vendor’s logo and company description on ConservaTruth’s website and the offering of Vendor’s services and/or products to ConservaTruth’s members.
This following outlines the Terms and Conditions between the Vendor and ConservaTruth:
1. Advertisement of Vendor
Vendor grants ConservaTruth the right to display its logo and business information on ConservaTruth’s website for the purpose of advertising the Vendor’s products and/or services to ConservaTruth’s members. Nothing contained in these Terms and Conditions (“Agreement”), or any other agreement related hereto shall be deemed or construed to constitute the parties as (i) a partnership or joint venture; or (ii) an agency relationship.
2. Exclusive Offers
Vendor may offer its services and/or products to ConservaTruth’s members. On occasion, the Vendor may extend discounts to ConservaTruth members. In such cases, the Vendor will provide an identifier to ConservaTruth, allowing the Vendor to identify ConservaTruth members and apply the specified discount(s).
ConservaTruth will use its best efforts to accurately display the Vendor’s logo and business information on its website. If the Vendor offers discounts to ConservaTruth members, then the Vendor will ensure the availability of the agreed-upon discounts and the provision of the necessary identifier, if any.
This agreement shall commence on the date of its finalization and will remain in effect until either party provides a written notice of termination at least 30 calendar days in advance.
Both parties agree to maintain the confidentiality of any non-public information exchanged during the course of this Agreement.
Vendor shall defend, indemnify, and hold harmless ConservaTruth, its affiliates, directors, officers, managers, employees, agents, consultants, and successors from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and costs) relating to or arising out of: (i) Vendor’s negligence or willful misconduct; (ii) Vendor’s breach of the terms with any ConservaTruth member or any of the representations, warranties, obligations, or terms and conditions; or (iii) the negligence or willful misconduct of Vendor’s agents, independent contractors, or other hired third-parties who perform any of the services related to or arising from this Agreement – all without service of notice or resort to legal process, or becoming liable for any loss or damage which may be occasioned thereby.
7. Limitation of Liability
Notwithstanding any other provision set forth in this Agreement, in no event (including, without limitation, any termination of this Agreement with or without cause) will ConservaTruth be liable for any indirect, special or consequential damages whatsoever, (including, without limitation, lost profits) arising out of or relating to this Agreement, regardless of whether ConservaTruth has been advised of the possibility any such loss or damage.
8. Governing Law
This agreement shall be governed by and construed in accordance with the laws of South Carolina without regard to any conflicts of law principles. Both parties agree to submit to the exclusive jurisdiction of the State and Federal Courts of South Carolina.
All notices, requests, demands and other communications shall be in writing and shall be effective if it is delivered in person, by express service, email, or certified/registered U.S. mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as notified in writing by one party to the other party).
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this Agreement, and the rights and obligations of the parties shall be enforced to the fullest extent possible.
11. Entire Agreement
This Agreement represent all of the parties’ agreements and understanding pertaining to the subject matter hereof, and supersedes all prior agreements or understandings made between the parties, whether oral or written. This Agreement may be amended only by a written agreement signed by both parties. Any part of this Agreement that is for any reason declared invalid or unenforceable shall be severed from the rest of this Agreement, and the remainder of this Agreement will continue in full force and effect. Either party’s failure to enforce any provisions hereof shall not be construed as a waiver of a party’s right thereafter to enforce each and every such provision. This Agreement may be executed and delivered by e-mail attachment or on paper.
We look forward to a successful collaboration that benefits both of our companies.
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