HC Info Distributor Partner Agreement
This agreement describes the terms and conditions for HC Info Distributor Accounts. “Distributor,” “you,” and “your” refer to you, the Distributor. “We” and “our” refer to HC Information Resources Inc. (HC Info) and/or its assigns.
Establishing a Distributor Account with HC Info does not obligate you to purchase Plans or anything else from HC Info, nor does it obligate HC Info to sell Plans to you or your customers.
RELATIONSHIP OF PARTIES
We are independent parties and this agreement will not form any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to bind us into any agreement or to make or accept any offers or representations on our behalf. You will not make any statement, on you web site or elsewhere, contradicts this section.
PROMOTION OF HC INFO PLANS
As an HC Info Distributor, you will be authorized to promote HC Info Plans in accordance with this Agreement and with the following rules and restrictions:
You may not in any way mention or reference HC Info in unsolicited bulk emails (spam). You may promote HC Info Products in emails only if the recipients are already your customers or subscribers of your services, web site, or newsletter and have the option to remove themselves from future mailings.
You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
You may promote HC Info Plans in news groups only if the news group specifically welcomes commercial messages.
You may not describe HC Info’s products on any web site that promotes sexually explicit materials, violence, discrimination, or illegal activities or violates any copyright law, trade secret law, or other laws protecting intellectual property.
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website, or design your website in a manner which leads customers to believe you are HC Info.
You may not suggest or imply any warranty of HC Info Plans.
At all times, you must clearly represent yourself and your web sites as independent from HC Info.
Violations of our promotion policies will be cause for immediate termination of this Agreement and your participation as a Distributor.
We make no express or implied warranties or representations with respect to the Distributor Program or your potential to earn income from it.
In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or down time.
We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information.
Nothing in this Agreement shall be construed to grant you any rights, ownership or interest in our web site, Plans, or other products or materials.
Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. In addition, we reserve the right to terminate this Agreement immediately upon any breach or suspected breach of it by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Distributor Program following the posting of a new Agreement or revisions on our site will indicate your agreement to the changes.
LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS HC INFO AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, AND PARTNERS AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES IN CONNECTION WITH YOUR WEB SITE OR YOUR SERVICES TO YOUR CUSTOMERS RELATED TO YOUR DISTRIBUTOR ACCOUNT.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HC INFORMATION RESOURCES INC. (HC INFO)AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR LICENSORS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE FORMS, INSTRUCTIONS, PLAN TOOLS, OR OTHER MATERIALS PROVIDED (MATERIALS), OR THE PLANS GENERATED FROM THEM, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT WILL THE LIABILITY OF HC INFO, ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR LICENSEES ARISING OUT OF OR RELATED TO THE MATERIALS OR PLANS EXCEED THE SUM OF FEES PAID BY YOU FOR THEM. IN NO EVENT WILL HC INFO HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL OR INCIDENTAL LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY REPRESENT A REASONABLE ALLOCATION OF RISK.
We may freely assign or transfer any or all of the rights and obligations under this Agreement without your consent and without notice to you.
If any provision of this Agreement is found invalid or unenforceable, that provision shall be severed and the remainder of this agreement shall remain in force.
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
This Agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, proposals, and understandings, oral and written.
You represent and warrant that you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations hereunder, without the approval or consent of any other party.
This Agreement will be governed by the laws of the United States and the State of Washington without regard to the conflicts of laws and principles thereof.