This Localist Referral Program Agreement ("Agreement") sets forth the terms and conditions of YOUR ("Licensee") use of the referral opportunities offered by Localist Corp. ("Localist").
WHEREAS, Localist through its hosted white-label events platform provides a comprehensive solution for businesses that integrate calendar, room scheduling and marketing and communications capabilities. The white-label events platform provides an interactive calendar for users, and offers valued-added application services that include: (1) Automated newsletters; (2) Automated event collection and curation; (3) Event management tools; (4) Location-based venue directories; and (5) Reporting capabilities; and
WHEREAS, each party, having extensive experience, business relationships, and network contacts within its industry stands in a position to act as a strategic partner with the other party as more fully described herein, and
WHEREAS, Licensee and Localist have agreed to form a strategic alliance according to the terms herein and any Schedules attached hereto, which will mutually benefit both parties.
THE PARTIES NOW THEREFORE AGREE AS FOLLOWS:
Each Party will not solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, during the term of this Agreement and any extension thereof and continuing for a period of one (1) year following its expiration or termination.
Subject to the terms and conditions of this Agreement, each Party (“Mark Owner”) hereby grants the other Party (“Mark Licensee), a non-exclusive, nontransferable, royalty-free, worldwide license to use its Marks, solely during the term of this Agreement as necessary to perform the marketing and promotional obligations described herein. Any use of the other Partyʼs Marks shall be subject to the Mark Ownerʼs right to review and approve or reject in advance each proposed use of the Mark, and shall conform with any trademark usage guidelines, polices, or requirements provided by the owner of the Mark. Any rights not expressly licensed herein are reserved by the Mark Owner, and all use by the Mark Licensee shall accrue to the benefit of the Mark Owner. The Mark Licensee will not take any action that would conflict with or be contrary to the Mark Ownerʼs rights and interest in its Marks. Nothing contained herein shall be deemed to grant either party any right, title or interest in or to the otherʼs Marks other than the license granted herein. As between the parties, Localist acknowledges that Licensee is the sole and exclusive owner of the Licensee Marks, and Licensee acknowledges that Localist is the sole and exclusive owner of its Marks.
Each Party acknowledges that this Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, once Licensee establishes a Creditable Lead with Localist, it will not refer a direct competitor of Localist to such Creditable Lead.
EXCEPT FOR BREACHES OF SECTIONS 2 (CONFIDENTIALITY), AND 4 (TRADEMARK LICENSE), NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 2
(CONFIDENTIALITY) OR 4 (TRADEMARK LICENSE), IN NO EVENT WILL EITHER PARTYʼS LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY Localist TO PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
ATTENTION! THE PRECEDING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON SIGNING BELOW. YOU SHOULD CAREFULLY READ THE PRECEDING AGREEMENT GOVERNING THE LOCALIST REFERRAL PROGRAM BEFORE SIGNING. BY SIGNING, YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).
Localistʼs Obligations Upon Lead Referral
1. Localist hereby authorizes Licensee to refer Leads to Localist in exchange for the remuneration listed in Section 2.3.
Mutual Obligations Re: Lead Development/Sale
Localistʼs Right to Change Terms and Conditions
Localist may change the terms and conditions of its Referral Program, as set forth in this Schedule A at any time and in its sole discretion. No such change shall affect Localistʼs obligation to pay Licensee credits for Leads provided to Localist prior to the effective date of any change. Licenseeʼs continued participation in Localistʼs Referral Licensee Program following the effective date of any change shall be deemed Licenseeʼs acceptance of such new term(s) and/or condition(s), and shall be binding on Licensee, provided that Localist has given Licensee written notice of such changed terms and conditions in accordance with the notice provisions of this Agreement.
Effect of Termination on Service Credits
1. Localist will provide Licensee with a quarterly Lead status report in Excel format within thirty (30) days after the end of each calendar quarter during which Licensee has submitted five or more Leads. Alternately, Localist may provide the Licensee with access to an online system which allows the Licensee to view and download reports with information regarding the status of referred Leads. Reports or online access will provide a minimum of the following information: