Let’s work together, think together, and act together.
Note that while this agreement is universal across all business partnerships, each partnership likely will have special clauses not listed below, these clauses will not be published publicly. Any failure to understand, agree to, or abide by the Partnership Program Agreement will result in immediate suspension or termination of the partnership.
Both parties hereby will be engaging in a mutually beneficial business partnership.
This agreement must be followed by both parties in equal, unless stated otherwise in writing in this document.
Referrals allow tracking individuals who enter one website from another by clicking on a referral hyperlink, often used to measure the success of a partnership in competitive partnerships.
Referral links are not required by either party under this agreement, but are recommended for statistical purposes.
Referrals from Palm Beach Games can be received here and may be added to the partnering party website; each unique IP that enters through the referral link will automatically be counted.
Either party may freely advertise on the others website where permitted, in moderation. Note that this is only allowed in moderation, and either party may request advertisements to be reduced without damaging the partnership.
This agreement protects advertisements at least once every thirty days, which will be considered compliant with the “in moderation” statement.
Advertising may include, but is not limited to posting information about: future products, new releases, company updates, company information, and partnership information.
Advertisements will never include obscene, illegal, harassing, malicious, or otherwise harmful imagery/information.
Both parties agree to share and provide real-time alerts and information about potential security risks detected that target either party with concern to either party.
Security risks and information that must be shared between parties includes, but is not limited to: website flaws, security flaws, malicious content, hacking/penetration/security breaches, hacking/penetration/security rumors, and leaked content/infringement.
The following may not be published, displayed, or offered by either party:
- Pornographic content of any kind.
- Adult content of any kind.
- Pirated and/or ripped content of any kind.
- Pirated and/or ripped content support of any kind.
- Spyware and/or other malicious content of any kind.
- Breached and/or unmaintained content of any kind.
- Illegal content (in accordance with United States laws and statutes) of any kind.
- Forced pop-up and/or video advertisements.
- Forced payments/donations for website access.
- Publicly available private/unnecessary information about users and/or people.
- Discriminatory rules and/or behavior of any kind.
The following are content requirements of both parties:
- A valid and updated ‘Help’ and/or ‘Contact Us’ page must be visible on the home page.
Running discounts, promotions, and/or specials by either party must be available to members of the other party (with the exception of legitimately blacklisted and/or banned members on either side).
This above clause can be waived if specific arrangements on the discounts, promotions, and/or specials are agreed upon before the launch of such promotions.
The business partnership must always be mutually beneficial, strong, positive.
Neither party may publicly or privately speak in a negative manner about the other.
Project collaboration and feedback between parties is strongly encouraged.
This agreement does not make either party a parent company, and therefore staff of one party do not become staff of the other party.
This agreement should also be be considered as a non-compete of sorts, in that neither party may compete against one another, but rather will work as partners towards the goal of success.
Both parties will communicate with one another at least every once every ninety days
Progress, screenshots, videos, or related content, not yet available to the public, will be shared to some extent by both parties with the other party at least every ninety days.
Both parties must have an updated way to contact the other party quickly in the event that such action is required.
Unless a termination is conducted (see Termination clause), a partnership is valid for a full twelve months without any validation, assuming all clauses are being met.
A validation request letter, of some sort, must be sent by either party to the other seeking to verify the partnership is still valid after the twelve month period has been reached. This agreement can be determined to be nulled and dead if a validation request letter is not responded to within thirty days.
A validation request letter must be sent to the correct and latest contact and contact method.
Unless either party is in direct violation with this agreement, a partnership suspension notice may be submitted by either party to the other, but the suspension will not suspend the partnership for a 7 day period. In the case of a violation to this agreement, the partnership can be suspended immediately; however, a suspension notice must be submitted by the party suspending the partnership to the other immediately.
A suspension does not nullify this agreement, but rather suspends this agreement for a period not longer than thirty days until a resolution to the suspension is met.
Unless in direct violation with this agreement, a partnership termination may only occur thirty days after a suspension has been initiated.
In the case of a violation to this agreement, the partnership can be terminated twenty-four hours after the partnership has been suspended.
Once this partnership is terminated, this agreement becomes null. A nulled agreement is dead.
Either party can request amendments to this agreement to the other party.
If the other party agrees to such amendment(s), they may take effect immediately.
In the event that the other party does not agree to such amendment(s), they must come to a resolution. If no resolution can be met the amendment must be stopped or this agreement can enter a suspension initiated by the proposing party if they so choose.
In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
WAIVER OF CERTAIN RIGHTS
In order for a business partnership to work well, some claimed rights may have to be waived by both parties to the other. The following rights of the parties, if claimed, will be waived or made exempt to the other party for business purposes:
- Right for solo/non-use of publicly released textual/visual/video content.
- Right for solo/non-use of trademarked/copyrighted names and logos.
Information will be disclosed between parties in order to keep them updated, informed, and to make the partnership stronger. Both parties agree that they will protect the confidential material and information which may be disclosed between teach other. For the remainder of this section, one party will be referred to as the "Owner" and the other party will be referred to as the "Recipient" - this does not entitle either party different rights, but will rather help to distinguish the parties apart for legal ownership. With this noted, both parties agree as follows:
The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner and any third party with which the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
"Confidential Information" does not include:
- Matters of public knowledge that result from disclosure by the Owner
- Information rightfully received by the Recipient from a third party without a duty of confidentiality;
- Information independently developed by the Recipient;
- Information disclosed by operation of law;
- Information disclosed by the Recipient with the prior written consent of the Owner;
- Any additional information that both parties agree and sign in writing is not confidential.
PROTECTION OF CONFIDENTIAL INFORMATION
The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION
If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
For a period of five (5) years after the end of the term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
RETURN OF CONFIDENTIAL INFORMATION
Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
RELATIONSHIP OF PARTIES
Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
LIMITED LICENSE TO USE
The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
The obligations of this Agreement shall survive 5 years from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure for an additional 15 years, unless legally documented otherwise.
This agreement shall be construed under the laws of the Unites States of America. This agreement shall not be assignable by either party. Neither party may delegate its duties under this agreement without the prior written consent of the other party. The provisions of this agreement shall remain in full force and effect at all times in accordance with the term of this agreement. If any provision of this agreement is held to be invalid, illegal or unenforceable, the remaining portions of this agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this agreement.
Last updated on 12/04/16 at 12:49AM CST