Art Force Academy

Art Force Academy Partner Program Agreement Terms and Conditions

Art Force Academy Partner Program Agreement Terms and Conditions

This is a legally binding contract between you (the Partner) and Art Force Academy, a product by Corporate Art Force LLC, dba Art Force, a wholly owned subsidiary of General Finance and Development, Inc.

This document will explain how Art Force Academy works with its partners and other aspects of our business relationship. By participating in our Partner Program, you are agreeing to these terms.

We may periodically update these terms and we will let you know if/when we do so via email.

Definitions

“Agreement” means this Partner Program Agreement and all materials referred or linked to within this document.

“End User” means the authorized actual user of Art Force Academy or other Art Force Products or Services, also commonly called the Client.

“Art Force Academy Content” means all information, data, text, software, messages, sound, music, video, graphics, photographs, images, and tags that we include in our services.

“Net Revenue” means any fee actually paid to us by an End User on the Product Sale. Net Revenue shall: (i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Art Force Academy, and (ii) shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.

“Partner Transactions” means those transactions that are eligible for a Revenue Share pursuant to the ‘Partner Transactions’ section of this Agreement.

“Partner Program” means our partner program as described in this Agreement.

“Products” means any of our sales tools or products on Art Force (http://www.artforce.org), Smart Art Program (http://www.smartartprogram.com) and Art Force Academy (http://www.artforce.academy).

“Revenue Share” means an amount equal to 5% of Net Revenue paid to us by an End User. The 5% Revenue share will be paid in two installments – 2.5% when the formal introduction is made and 2.5% when the Sale is complete.

“Sale” means the End User has paid the agreed fees related to the Sale of any Art Force Academy, Art Force or Smart Art Program Products.

“We”, “us”, “our”, and “Art Force Academy” means a product by Art Force Academy, a product of Corporate Art Force LLC, dba Art Force, which is a wholly owned subsidiary of General Finance and Development, Inc.

“You” and “Partner” means the party, other than Art Force Academy, entering into this Agreement and participating in the Partner Program.

Exclusivity

This Agreement does create an exclusive agreement between you and us in the case of direct competitors in the artwork services industry within a 50-mile radius of Minneapolis, MN area. To work with us, you must not be employed or affiliated with a direct competitor within a 50-mile radius of Minneapolis, MN.

Partner Transactions 

Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, exclusive right to: (i) demonstrate and promote the Art Force Academy Products to your prospects and customers, and (ii) to provide End Users access to use the Art Force Academy Products in accordance with this Agreement. At our discretion, we will provide limited sales support to you, such as occasional participation on a call with you and a prospect. You will comply with the terms and conditions of this Agreement at all times, including the Program Policies, which are incorporated herein by reference.

Eligibility. To be eligible for a Revenue Share, a prospect must be registered, accepted and valid in accordance with the ‘Submission, Acceptance and Validity’ section.

Submission, Acceptance and Validity. The Partner must provide a formal introduction of the End User in person or by email from the Partner to a designated Art Force staff member. Partner must have presented an overview of Art Force and the offerings verified by the Art Force designated staff. The End User cannot be someone who is already actively engaged with Art Force.

In a resulting transaction, the End User will contract directly with us for provision of the Art Force Academy Products.

Revenue Share and Payment

We will pay the Revenue Share amount due to you in two payments, 2.5% of Net Revenue when the formal introduction is made in person or via email with End User and 2.5% when the Sale is complete.

Training and Support

Partner Training and Support. We will make available to you, without charge, the webinars and other resources. You must participate in our online end-user training and the ‘Partners Program Certification’, as well as any training we may offer in new features and upgrades.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is 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.

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests, including without limitation such requests from us related to Art Force Academy.

Term and Termination

Term. This Agreement is ‘At Will’, meaning we or you can terminate the relationship or partnership at any time, for any reason, without explanation or cause.

Indemnification

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 Partner Program, (b) our use of the prospect or End User data you provided us, (c) your noncompliance with or breach of this Agreement. 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.

Disclaimers; Limitations of Liability

  • 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 ART FORCE ACADEMY PRODUCTS, ART FORCE ACADEMY CONTENT, THE ART FORCE ACADEMY PARTNER PROGRAM, OR THE OPTIONAL PARTNER PROGRAMS FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE ART FORCE ACADEMY PRODUCTS AND OPTIONAL PARTNER PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE ART FORCE ACADEMY PRODUCTS AND THE OPTIONAL PARTNER PROGRAMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
  • 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.
  • 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 THE TOTAL REVENUE SHARE AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED PARTNER TRANSACTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Non-Solicitation

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.

General

Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, we will let you know via email. 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 sixty (30) 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.

  • Applicable Law. This Agreement shall be governed by the laws of the State of Minnesota, 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 Minneapolis, Minnesota.
  • 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.
  • 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.
  • Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
  • 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.
  • 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.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.

To Art Force Academy: 1400 Van Buren St. NE 175 Minneapolis, MN 55413 U.S.A. Attention: William Kieger

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