4.2. Widerview inc. grants Affiliate Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The Widerview Village Affiliate Program, on Affiliate Partner's site solely for the purpose of creating links from Affiliate Partner's site to Widerview inc.'s site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
4.3 Termination
5. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement by emailing the other party with a request for termination. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
5.1. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written EMAIL notice of such termination to the other party and Widerview inc.. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.
6. Representations
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Cross-Indemnification
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
8. Widerview inc. Required Provisions
8.1. Widerview inc. and Affiliate Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The Widerview Village Affiliate Program; and Widerview inc. and its affiliates, officers, directors, employees and agents (collectively, "Widerview") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
8.2. The parties agree that Widerview inc. may rely on any data, notice, instruction or request furnished to Widerview inc. by either party which is reasonably believed by Widerview inc. to be genuine and to have been sent or presented by a person reasonably believed by Widerview inc. to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Widerview inc., Widerview inc. may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Widerview inc.'s counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above.
9. Limitation of Liability
9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
9.2. The parties agree that The Widerview Village Affiliate Program; and Widerview inc. and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
10. General
10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Widerview inc.'s headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Widerview inc.'s headquarters to the attention of Widerview inc.'s legal department.
10.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
10.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
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