This Agreement is between GoVanguard (“COMPANY”) and the partner (“Partner”) and establishes the terms and conditions for Partner participation in the GoVanguard Partner Program (the “Program”). Under the Program, GoVanguard will provide marketing and promotional support to Partner as specified in this Agreement related to Partner selling GoVanguard services.
1.1. Partner is an independent contractor engaged in selling GoVanguard services to its customers. Partner is not an agent or legal representative of GoVanguard for any purpose, and has no authority to act for, bind, or commit GoVanguard.
1.2. Partner has no authority to make any commitment on behalf of GoVanguard with respect to service modifications such as expedited timelines or standard SOW adjustments. Partner has no authority to modify the standard rules of engagement document for GoVanguard services. Partner will indemnify GoVanguard from liability for any service modifications or other commitments made by Partner not specifically authorized by GoVanguard.
1.3. Partner will not represent itself in any way that implies Partner is an agent or branch of GoVanguard. Likewise, GoVanguard will not represent itself in any way that implies GoVanguard is an agent or branch of Partner. Partner will immediately change or discontinue any representation or business practice found to be misleading or deceptive by GoVanguard immediately upon notice from GoVanguard.
2. Term, Limitations, Termination
2.1. The term of this Agreement is twelve (12) months from the date of acceptance by Partner and GoVanguard. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
2.2. GoVanguard or Partner may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
2.3. GoVanguard may, from time to time, give Partner written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.
2.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.
3. Partner Program
3.1. GoVanguard Partner program will contain various participation levels. GoVanguard will invite Partner from time to time to participate in the advertising, market development and promotional programs offered by GoVanguard. Partner may, at its option, participate in such programs during the term of this Agreement. GoVanguard reserves the right to terminate or modify such programs at any time at its sole discretion.
3.2. Partner shall exert best efforts to market GoVanguard services and is able to use promotional materials supplied by GoVanguard.
3.3. Partner shall be provided discounts to GoVanguard services based on various participation levels. Discount tiers are subject to change with written notice by GoVanguard.
3.4. Partner shall be provided the ability to have a reasonable markup on GoVanguard services at its own discretion as long as the markup total does not exceed 200% of GoVanguard service retail pricing.
3.5. GoVanguard specifically reserves the right to modify any of the specifications or characteristics of its services, to remove any service from the market, and/or to cease providing it.
4. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL GoVanguard BE LIABLE TO PARTNER OR ANY OTHER PARTY FOR ANY LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
5 . Use of GoVanguard Trademarks
5.1. Partner acknowledges the following:
5.1.a. GoVanguard owns all right, title and interest in the GoVanguard names and logotypes.
5.1.b. GoVanguard is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
5.1.c.Partner will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with GoVanguard.
5.2. During the term of this Agreement, Partner may indicate to the trade and to the public that it is an Authorized Partner of the GoVanguard services. Partner may also use the GoVanguard trademarks and trade names to promote and solicit sales or licensing of GoVanguard products if done so in strict accordance with GoVanguard guidelines. Partner will not adopt or use such trademarks or tradenames, or any confusing word or symbol, as part of its company name or allow such marks or names to be used by others.
5.3. At the expiration or termination of this Agreement, Partner shall immediately discontinue any use of the GoVanguard and GoVanguard names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a partner of the GoVanguard products.
6. Proprietary Information
6.1 GoVanguard and Partner shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.
6.2 This Agreement does not grant any license under any patents or intellectual property rights owned or controlled by or licensed to GoVanguard.
7. Compliance with Laws
Partner agrees to comply with all laws and regulations that are applicable to the business that Partner transacts. Partner agrees to indemnify and hold GoVanguard harmless for all liability or damages caused by Partner’s failure to comply with the terms of this provision.
8. Government Contract Conditions
In the event that Partner elects to sell GoVanguard services to the Government (national, regional, or local), Partner does so solely at its own option and risk, and agrees not to obligate GoVanguard as a subcontractor or otherwise to the Government. Partner remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. GoVanguard makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.
9. Data Privacy
In a nutshell, GoVanguard will not sell or rent Partner privacy information to anyone, ever. GoVanguard will use Partner information to respond to Partner. In order to provide quality customer service, GoVanguard may share Partner company name, street address and phone number to third parties outside of GoVanguard to only fulfill customer requests Partner makes; for example, shipping orders, web domain name registration, etc.
Notices under this Agreement must be sent by registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the partner application (or to a new address if the other party has been properly notified of the change). A notice will not be effective until the addressee actually receives it.
This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. New Jersey law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. GoVanguard and Partner will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction