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Partner Agreement Terms & Conditions:-
Partner desires to participate in Web Spiders' Partner Program, and Web Spiders desires to engage Partner in the agreement as per terms of this agreement. The parties wish to establish a nonexclusive; cooperative relationship under which they will engage in mutually agreed activities to promote Web Spiders' products to customers.
Contracting with Customers. With respect to customers of Web Spiders' software products and related services, Web Spiders will enter into a license and support agreement for its products and support services directly with each customer and collect all associated license and support fees. Notwithstanding the foregoing, neither party is obligated to enter into any agreement with any other party, but the parties agree to negotiate in good faith with prospective Web Spiders customers and not to exercise discretion in a manner intended to thwart the purposes of this Agreement.
Trademarks and Announcements. Each party grants to the other party a nonexclusive, non transferable, royalty-free right to display such party's trademarks, service marks and logos, subject to (a) the terms of this Agreement, (b) any trademark usage guidelines that such party may provide to the other party, and (c) such party's prior approval, which will not be unreasonably withheld or delayed. Neither party acquires by this Agreement any rights of ownership to any trademarks, copyrights, patents, trade secrets or other intellectual property of the other party. Either party may issue, publish and distribute press releases, Web site collateral and other marketing collateral describing the relationship between the parties, subject to the other party's prior approval, which will not be unreasonably withheld or delayed.
Indemnification. Each party (the "Indemnifying Party") shall defend the other party and its affiliated companies (collectively, the "Indemnified Party") from and against all third party claims, suits and proceedings ("Actions") alleging libel, defamation, invasion of privacy or infringement of any trademark or other intellectual property right relating to any content or other materials or information accessible on the Indemnified Party's Web site via a link from the Indemnifying Party's Web site or otherwise provided from the Indemnifying Party to the Indemnified Party (the "Indemnified Materials"), unless such materials were originally provided by the Indemnified Party. The Indemnifying Party will pay the costs of any settlement agreed to by the Indemnifying Party and all liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) awarded by a court of final jurisdiction against the Indemnified Party arising out of such a claim.
Warranty Disclaimer. NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE), WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OROTHERWISE IN CONNECTION WITH THIS AGREEMENT.
Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTION 4 OR BREACH OF SECTION 7, EACH PARTY'S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED A TOTAL OF TEN THOUSAND DOLLARS (USD$10,000.00).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OR LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Ownership of Confidential Information. As between the parties, each Disclosing Party is and shall remain the exclusive owner of its Confidential Information.
Expenses. Except parties otherwise agree, each party is responsible for the costs and expenses incurred by it in connection with this Agreement.
Term and Termination. This Agreement is effective as of the Effective Date and remains in effect for a period of 1 year from the Effective date. Either party may terminate a Statement of Work or this Agreement if the other party is in material breach of the Statement of Work or this Agreement and has not cured the breach within fifteen (15) days after written notice specifying the breach. So long as there is no active Statement of Work between the parties and neither party is performing Services for the other, either party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other party. Sections 3-6 and 9-10 survive any termination or expiration of this Agreement.