Terms and conditions

During the term of this Agreement and for a period of three (3) years thereafter, neither party will use or disclose any Confidential Information (as defined below) of the other party except as specifically contemplated herein. The foregoing restrictions will not apply to information that (a) has been independently developed by the receiving party, (b) has become publicly known through no wrongful act of the receiving party, (c) has been rightfully received from a third party authorised to make such disclosure, (d) has been approved for release by the disclosing party in writing, or (e) is required to be disclosed by law or a competent legal tribunal.

For purposes of this section, the term “Confidential Information” means: (i) Content, prior to publication, (ii) any Elli’s Plan distribution, reach or readership statistics, such as number of visitors/unique viewers, page views, etc., and (iii) any information that is “confidential” or “proprietary.” Upon expiration or termination of this Agreement for any reason, Vendor will promptly and at the direction of Elli’s Plan either destroy, or return to Elli’s Plan, and will not take or use, all items of any nature that belong to Elli’s Plan, its vendors or other customers and all records (in any form, format, or medium) containing or relating to Confidential Information.

Vendor represents that it is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Vendor and any third party.

Neither party is authorised by the other under this Agreement to act on behalf of or in the name of the other party or any of their affiliates, subsidiaries or members. Neither party shall have the authority to bind the other in contract, debt or otherwise.

This Agreement shall not render the Vendor an employee, partner, agent of, or joint venture with Elli’s Plan for any purpose.

Each of the parties hereby agrees that the other party may use their name and/or logo in promotional materials for the Event provided that the only references to the other party shall be

a) “In collaboration with [other party’s name/logo]”, and/or

b) a link to or address for the home page of such other party’s website.

During the term of this Agreement, both parties shall act in the best interest of the other. Both parties acknowledge that they may have access to information which is non-public, confidential and proprietary in nature. Such confidential information may include, but is not limited to, trade secrets, business plans, copyrights, logos, trademarks, financial and operational information and membership lists. Both parties expressly agree not to use or disclose such information in any manner or for any purpose at any time during or after the effective term of this Agreement, except as required by law or as required during the course of the other’s work, unless authorised in writing by the other. Any and all uses of confidential or proprietary information, materials, or property shall be subject to advance review and approval by the other. Upon expiration or termination of this Agreement, each party shall return any such information to the other.

If you have any specific questions or concerns feel free to contact me by email, phone or by booking an appointment directly in my B2B calendar by clicking on the link below.

The Vendor represents and warrants that it has no business, professional, personal or other interest, including but not limited to the representation of other clients that would conflict in any manner with the performance of its obligations under this Agreement. The Vendor agrees immediately to inform Elli’s Plan in writing if any such conflict of interest arises during the term of this Agreement, and Elli’s Plan may immediately terminate this Agreement upon receiving such notice.

Vendor will provide promotional text, trademarks, product images and/or content (collectively, “Content”) necessary for Elli’s Plan to provide the Vendor benefits. Vendor will provide all Content in accordance with Elli’s Plan’s instructions, including the manner of transmission to Elli’s Plan and the lead-time prior to publication.

Elli’s Plan shall not be required to publish any Content that is not received in accordance with its instructions. Materials provided to Elli’s Plan will not be returned to Vendor unless specifically requested by Vendor, and such materials will be discarded in accordance with Elli’s Plan’s internal document retention policy. Vendor hereby grants Elli’s Plan a world-wide, non-exclusive, royalty-free license to distribute, display, reproduce, transmit, and otherwise use the Content as reasonably anticipated to fulfil Elli’s Plan obligations under this Agreement, including without limitation, a non-exclusive, royalty-free right and license to establish a link to the home page of Vendor’s Internet site if applicable.

Vendor understands and agrees that Elli’s Plan shall be the exclusive owner of any and all right, title and interest (including copyright) in and to any works of authorship, derivative works, adaptations, inventions or other intellectual property generated by Elli’s Plan its employees or agents pursuant to this Agreement, and any advertising and/or promotional materials relating thereto.

Vendor retains ownership of all Content in the form delivered to Elli’s Plan and any existing trade and service marks of Vendor. Elli’s Plan retains ownership of any existing trade and service marks of Elli’s Plan.

Content may not contain, advertise, link (either directly or, if with the knowledge of Vendor, indirectly) to or otherwise be related to content that Elli’s Plan, at its sole discretion, determines: (a) is obscene, defamatory, libellous, slanderous, profane, indecent or unlawful (which Elli’s Plan shall have the sole discretion to define); (b) infringes or misappropriates third party rights (including, but not limited to, copyrights, trademarks, service marks or any other proprietary, publicity or privacy right); (c) constitutes “hate speech,” whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (d) constitutes political advertising or political speech (which Elli’s Plan shall have the sole discretion to define); (e) facilitates or promotes gambling, or the sale or use of liquor, tobacco or firearm products, or illicit drugs; or (f) facilitates, promotes or forwards illegal contests, unlawful gambling activities or lotteries, pyramid schemes or chain letters.
Elli’s Plan may, but is under no obligation to, review the Content, and may refuse to make Content available to users in whole or in part if Elli’s Plan determines that any Content violates the foregoing limitations or such other reasonable limitations as Elli’s Plan may adopt from time to time.

Failure by Elli’s Plan to exhibit Content that does not meet the specifications required by Elli’s Plan including materials which do not meet Elli’s Plan’s content limitations, and/or is in violation of Vendor’s representations and warranty to Elli’s Plan hereunder, does not constitute a breach of this Agreement or otherwise entitle Vendor to any legal remedy. Elli’s Plan reserves the right to require any Content hereunder to be labeled as an “advertisement.”

Vendor hereby represents and warrants to Elli’s Plan that:

(a) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder;

(b) its execution of this Agreement does not and will not violate any agreement to which Vendor is a party or by which Vendor is otherwise bound, or any applicable law, rule or regulation (including those regulating the use and distribution of content on the Internet and protection of personal privacy);

(c) To the best of the Vendor’s knowledge the Content and all products and/or services offered, sold or otherwise provided as part thereof, including without limitation Vendor’s Internet site (including any links to other Internet sites), do not and will not (i) violate any third party intellectual property rights (including, but not limited to, copyrights, trademarks, service marks or any other proprietary, publicity or privacy right) or give rise to any obligation for the payment of any sums to any third party by Elli’s Plan or Elli’s Plan’s successors in interest; (ii) violate any criminal laws or any rights of any third parties, including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity; (iii) include any material that is: unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable local, state, national or international law;

(d) the Content does not and will not violate the terms set forth in Sections 8 and 9 above; and (e) Vendor has in effect a privacy policy that is available online and it will adhere to the information gathering, dissemination, privacy protection and other practices performed in such privacy policy.

Vendor shall indemnify and hold Elli’s Plan its officers, agents, directors, employees and member, harmless from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with Vendor’s breach of any of its representations, warranties, covenants and obligations hereunder, or any third party claims, administrative proceedings or criminal investigation of any kind arising out of or relating to any such breach or the negligence of Vendor or its employees and affiliates. If any action shall be brought against Elli’s Plan in respect of any allegation for which indemnity may be sought from it pursuant to the provisions of this Section, Elli’s Plan shall promptly notify Vendor in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. Elli’s Plan shall not settle or otherwise compromise any claim without the written consent of Vendor, which consent shall not be unreasonably withheld.

Vendor may upon written notice to Elli’s Plan undertake to conduct all proceedings or negotiations in connection therewith, assume the defence thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel that shall be satisfactory to Elli’s Plan and payment of all expenses. Elli’s Plan shall have the right to employ separate counsel and participate in the defence at Elli’s Plan’s sole expense. Vendor shall reimburse Elli’s Plan upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect of any damages to which the foregoing relates.

Elli’s Plan shall indemnify and hold Vendor, its officers, agents, directors, and employees harmless from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with Elli’s Plan’s breach of any of its representations, warranties, covenants and obligations hereunder, or any third party claims, administrative proceedings or criminal investigation of any kind arising out of or relating to any such breach or the negligence of Elli’s Plan or its employees and affiliates.

Vendor hereby releases Elli’s Plan from any and all claims, demands and damages (actual and consequential) of every kind and nature, loss, liability or expense occasioned by Vendor by reason of

(a) any failure to publish Content pursuant to this Agreement;

(b) errors and/or omissions in the Content placement or manner of display thereof; and

(c) failure to return materials or any media (original art work, disks, film). Vendor is solely responsible for any liability arising out of or relating to (i) the Content, and/or (ii) any material on any Internet sites to which users can link through the Content. Elli’s Plan shall not be liable to Vendor for any technical malfunction, computer error or loss of data or other injury, damage or disruption to the Content or Internet sites.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORISED ACCESS TO INFORMATION ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY VENDOR TO Elli’s Plan UNDER THIS AGREEMENT.

In addition, Elli’s Plan shall not be liable for any damages for failure to provide the Vendor Benefits for any reason whatsoever, including but not limited to labor disputes, strike, war, riot, insurrection, civil commotion, fire, flood, accident, storm, act of God, or any other circumstances.

Vendor acknowledges that Elli’s Plan has entered into this Agreement in reliance upon the limitations of liability and damages as set forth herein, and that the same form an essential basis of the bargain between the parties.

Elli’s Plan does not guarantee any given level of distribution, reach or readership for the Content. Elli’s Plan may at its sole discretion provide reports to Vendor. Elli’s Plan makes no warranty, express or implied, as to any matter, including, without limitation, the Vendor Benefits provided to Vendor hereunder.

Elli’s Plan MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE VENDOR BENEFITS PROVIDED BY Elli’s Plan HEREUNDER, AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF Elli’s Plan PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND WITH ALL DEFECTS. Elli’s Plan HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, PERFORMANCE, NON-INFRINGEMENT, NON-INTERFERENCE, INFORMATIONAL CONTENT, ACCURACY, COMPATIBILITY, SYSTEM INTEGRATION, SECURITY AND CONDITION OR OPERATION OF THE FOREGOING AND/OR THE TECHNOLOGY DEPLOYED IN CONNECTION THEREWITH. Elli’s Plan DOES NOT REPRESENT OR WARRANT THE CONTINUED OR UNINTERRUPTED OPERATION OF THE TECHNOLOGY UTILISED TO PUBLISH THE CONTENT INCLUDING, WITHOUT LIMITATION, THE INTERNET. IN ADDITION, Elli’s Plan MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY LEVEL OF EXPOSURE TO THE CONTENT, INCLUDING WITHOUT LIMITATION TRAFFIC ON ITS INTERNET SITE, OR THAT THE OPERATION OF THE TECHNOLOGY USED TO PUBLISH THE CONTENT, INCLUDING WITHOUT LIMITATION ITS INTERNET SITE, WILL BE UNINTERRUPTED OR ERROR FREE.
Vendor acknowledges that Elli’s Plan has entered into this Agreement in reliance upon the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties.

All notices and requests in connection with this Agreement will be deemed given

(a) when personally delivered,

(b) when delivered by facsimile or telex,

(c) the next business day following delivery to a nationally recognised courier service guarantying next-day delivery, or

(d) five (5) business days after being placed in the United States mail, postage prepaid, certified or registered, return receipt requested, to the address set forth below or to such other address as the party to receive the notice or request so designates by at least ten (10) days prior written notice to the other party. Notices are effective upon receipt.