HC Info Water Management Plan Partner Agreement

This agreement describes the terms and conditions for HC Info Water Management Plan (WMP) Partner Accounts. “WMP Partner,” “you,” and “your” refer to you, the WMP Partner. “We” and “our” refer to HC Information Resources Inc. (HC Info) and/or its assigns.

The WMP Partner Account gives the WMP Partner (you) the opportunity to purchase and resell HC Info water management plans, whether titled Water Management Plans, Legionella HACCP Water Management Plans, Waterborne Pathogens Management Plans, or Legionella HACCP Water Plans (“WMPs”).

You acknowledge and agree that all WMPs will be resold by you in accordance with the LAMPS Water Management Plan and Training Platform Terms of Use. These Terms of Use will require each one of your customers, facility owners or operators to agree to the Terms of Use which may be found here: https://hcinfo.com/water-management-plans/wmp-platform-terms/. You also acknowledge that this requirement is an important part of the reason HC Info is entering into this Water Management Plan Partner Agreement and that HC Info would not have entered into this Water Management Plan Partner Agreement otherwise. We also want to make you aware that we relying on this requirement and have changed and will continue to change our activities based upon this reliance.

WMP Partners also receive limited use of HC Info’s copyrighted LAMPS WMP web-based application (Platform) and various copyrighted documents owned by HC Info for the purpose of selling and providing HC Info WMPs to your customers in accordance with the Terms of Use. The purchase of an HC Info WMP will give you a nonexclusive, nontransferable right to sell access to our LAMPS WMP Platform and/or configure a WMP in the Platform for use by one of your customers or a facility owner or operator, for the water management of one (1) building or multiple buildings located on one (1) campus according to the Terms of Use.

Establishing a WMP Partner Account with HC Info does not obligate you to purchase WMPs from HC Info, nor does it obligate HC Info to sell WMPs to you or your customers. We reserve the right to close your account for inactivity, violation of terms, or other reasons we deem appropriate.

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 your web site or elsewhere, that contradicts this section.

NON-COMPETITION / NO RESTRICTED ACTIVITY
During the Restricted Period, you shall not, directly or indirectly, engage in any Restricted Activity. For purposes of this Agreement, “Restricted Activity” means: developing in-house a similar Water Management Plan via a web-based application and offering such to your customers. For the avoidance of doubt WMP Partner is free to offer and sell other third party water management plans to its customers. “Restricted Period” means the period starting on the Effective Date of the Partner Agreement and ending three (3) years after the date of termination of WMP Partner’s Partner Agreement.

PROMOTION OF HC INFO WMPs
As an HC Info WMP Partner, you will be authorized to promote HC Info WMPs in accordance with this Agreement and with the following rules and restrictions:

You may promote HC Info products and services in bulk emails only in accordance with anti-spam laws and 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 WMPs 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 promote, market, suggest or imply in any manner any warranty of any kind of HC Info WMPs.

Your promotions and/or marketing materials must present HC Info WMPs only in ways that are consistent with all of our Terms of Use, including, but not limited to, that each WMP purchase entitles use of the WMP for only one facility or campus.

At all times, you must clearly represent yourself and your web sites as independent from HC Info. Any violations of our policies will be cause for immediate termination of this Agreement and your participation as a WMP Partner. This termination will be without notice and at the sole discretion of HC Info.

REFERRAL PROGRAM
You will receive a unique referral discount code (Discount Code) which you can give to your prospects and customers. For example, you could give your Discount Code to a facility that prefers to set up a WMP on its own in the LAMPS Platform rather than hiring you to set up a WMP for them. The Discount Code will give your customer a discount on the purchase of WMPs and certain other products (Commissionable Products) within the LAMPS Platform, if the customer is not also an HC Info Partner.

You may send your Discount Code to people who might benefit from our Products, post the Discount Code on your website, or use it in other ways to promote the Commissionable Products in accordance with this Agreement, including the above rules and restrictions pertaining to the promotion of HC Info products.

When someone uses your Discount Code to purchase a Commissionable Product within the LAMPS Platform, a commission will be earned. Our current minimum commission percentage rate (Rate) is 5%.

We will notify you of your initial Rate. Setting up your Partner Account shall constitute your acceptance of our Rates. We can increase your Rate at any time without your approval. We will not decrease your Rate without notifying you, at which time you can close your Partner Account if the proposed new Rate is unacceptable to you.

Our referral program is not a pyramid scheme. You earn commissions only on purchases you directly refer. If someone you refer to our site later becomes a referral partner, you will not earn commissions on purchases they refer.

Commissions are based on the purchase price of the Commissionable Products paid for in our automated system, less any refunds, discounts, or chargebacks. You may receive your commissions either as credits toward your own WMP purchases, or by check. We typically pay higher commission rates if commission payments are received in WMP credits. If you receive your commissions by WMP credit, the credit will be automatically applied to your WMP purchases. If you receive commissions by check, we will periodically mail a commission check to you. We are not responsible for paying interest to you on accrued but undelivered commission payments.

Commissions are not paid for any sales for which payment has not been received, for any transaction that has been rejected or refunded for any reason, or for sales in which your Discount Code was not entered during the checkout process. If a transaction incurs a chargeback, or if an online transaction is not completed in every way, no commission payment is due to you. If a commission has already been paid, then it will be deducted from your future commissions.

We are not responsible for any taxes owed by you arising out of your Partner relationship with us as set forth in this Agreement. We will not withhold any taxes from the Commissions paid to you.

We are not responsible for commissions on sales that you thought were associated with your Discount Code but were not registered in our system, even if the failure to associate you with the sale was because of a malfunction of our web site software. We encourage you to check your Partner account regularly to ensure you are getting credit for sales you thought were associated with your Discount Code.

Prices and availability of our products and services may vary from time to time.

We reserve the right to reject any order that does not comply with our rules, operating procedures, and terms of use for the Commissionable Product.

If you promote HC Info in a manner that is unethical or inappropriate, commit fraud, or violate any terms of this Agreement, or abuse the referral program in any way, we will remove your Discount Code immediately and terminate the referral arrangement. We shall not be liable to you for any commissions from fraudulent sales or for sales that violated this Agreement.

We make no express or implied warranties or representations with respect to the referral program or your potential to earn income from it.

It is your responsibility to keep your account profile up to date with your current mailing address, email address, telephone number, and payee information. If we offer commission payments by Paypal, and you elect to receive commission payments by Paypal and later terminate the Paypal account or the account becomes unavailable for any reason, we are not responsible for your not receiving the money. If you elect to receive commission payments by check, and do not notify us in writing of an address change, we are not responsible for your not receiving the money. You are responsible for always maintaining the accounts through which you receive your commissions or selecting an alternate method that is supported by our referral program.

DISCLAIMER
We make no express or implied warranties or representations with respect to the WMP Partner 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.

INTELLECTUAL PROPERTY
Nothing in this Agreement shall be construed to grant you any rights, ownership or interest in our web site, WMPs, WMP templates, analytics, reports, training content, or other HC Info products or materials.

TERMINATION
Either you or we may end this Agreement, with or without cause, by giving the other party sixty (60) days prior written notice. If either party violates any of its obligations under the terms of this Agreement, the non-breaching party shall have the right to terminate this Agreement upon sixty (60) days prior written notice. Such notice shall become effective unless the breaching party has completely remedied the violation within that sixty (60) day period after receipt of such notice and the remedy satisfies the non-breaching party that such violation has been remedied.

Notwithstanding the foregoing, HC Info may immediately terminate this Agreement if it suspects a violation by you of its Terms of Use. HC Info will notify you of such termination in writing and such written notice may be in the form of letter sent by mail or an email.

MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. We will use our best efforts to notify of such modifications but it will not be a breach of this Agreement if we fail to do so.  If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our WMP Partner Program following the posting of a new Agreement or revisions on our site will indicate your agreement to the changes.

LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, 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, WMP TOOLS, ANALYTICS, REPORTS, TRAINING MATERIALS, OR OTHER MATERIALS PROVIDED (MATERIALS), OR THE WATER MANAGEMENT PLANS (WMPs) GENERATED FROM THEM, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, LOST PROFITS, LOSS OF USE OR OF DATA OR PUNITIVE 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.

GENERAL PROVISIONS
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.

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