1. Partner Terms Introduction

These Service Specific Terms are additional terms that apply specifically to the Partner’s use of the “Partner Program” (as defined below) and are subject to and incorporated into the Terms of Use between Vostra Moda, LLC (“we”, “us”, “our”, “Vostra Moda”) and the Partner (collectively, “Parties“), based upon the requirements as set forth below (the “Partner Terms”).

The Partner Terms detail the rights relating to the provision of the Partner Program, please review them carefully as they are a legally binding agreement between the Partner (“you” and “your”) and Vostra Moda.

1.1 Definitions

Any capitalized words or phrases not defined in the Partner Terms have the meaning as specified in the Terms of Use or Privacy Policy.

Unless the context otherwise clearly indicates, all capitalized terms used in the singular include the plural and vice versa.

Partner Program

Partner Programs are more fully described in Exhibit A and any other exhibits as may be incorporated under the Partner Terms.

3. The Trademarks

All trademarks, service marks, and logos, whether registered or unregistered (collectively, “Marks“) are owned, controlled, or licensed by or to Vostra Moda, and are protected by trade dress and copyright.

You may use the Marks purposely made available by Vostra Moda in connection with the Partner Program, provided that you…

You will not…

You grant us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos (collectively, “Partner Marks”) in connection with the Partner Program.

4. Program Participation

Once an applicant completes an application to become a partner, we will review the application and send the applicant a notification of acceptance or not. Before we accept the application, we may reach out to review the application before making a decision.

If the applicant is accepted to participate in the Partner Program, then upon notification of acceptance the terms of the Partner Terms will apply in full until terminated pursuant to the terms set herein.

5. Promotional Programs

We may from time to time, and solely at our discretion, offer you the opportunity to take part in promotional programs (the “Promotional Programs”). Participation in these Promotional Programs is optional, and to participate, you may be required to agree to additional terms and conditions.

If you choose to take part in any Promotional Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Promotional Programs, such as to promote your products to our prospects and customers. We may discontinue the Promotional Programs at any time and without notice.

6. Term and Termination

The Partner Terms will apply for as long as you participate in the Partner Program until terminated.

6.1 Termination

Without Cause, both Parties may terminate the Partner Terms on thirty (30) days’ written notice to the other party.

We may terminate the Partner Terms:

7. Representations and Warranties

8. Confidentiality

As used herein, “Confidential Information” means all confidential or proprietary information disclosed by a party (the “Disclosing Party“) to the other party (the “Receiving Party”).

Confidential Information includes, without limitation, the terms of the Partner Terms, any personal, technical, or business information, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of any party.

Confidential Information does not include information that:

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process,  and agrees to:

The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.

You acknowledge your continuing obligation to raise any confidentiality questions or concerns with us in a timely manner.

You understand and agree that the relationship between the Parties is not subject to a legally recognized privilege and thus communications are not subject to any such protections outside of those detailed above.

9. Indemnification

You will indemnify, defend, and hold Vostra Moda harmless, at your expense, from and against any and all, third-party claims, suits, actions, or proceedings (each, an “Action“) brought against us (and our subsidiaries, affiliates, officers, directors, agents, employees, representatives, and service providers) by a third-party not affiliated with us to the extent that such Action is based upon or arises out of…

We will:

You will not accept any settlement that:

12. Non-Exclusivity

The Partner Terms do not create an exclusive agreement between you and us. Both Parties will have the right to enter into similar agreements or provide similar services to or with other parties.

13. No Fees

No fees, commissions, or other payments will be due or payable under the Partner Terms. Each party is responsible for its own costs and expenses related to the Partner Terms.

14. No License

We grant you only the rights and licenses expressly stated in the Partner Terms, and you receive no other rights or licenses with respect to us, the Offering, the Marks, or any other property or right of ours.

15. No Agency

Nothing herein will be deemed to create any agency, partnership, joint venture, employment, franchise, physician-patient, or sales representative relationship of any kind between you and us, nor do the Partner Terms extend rights to any third-party.

16. Force Majeure

Neither party will be deemed in breach of the Partner Terms nor responsible for failure or delay of performance if caused by fire, earthquake, labor dispute, act of God or public enemy, death, pandemic, illness, or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event that is not caused by the obligated party (collectively, “Force Majeure Event“).

Upon the occurrence of a Force Majeure Event, each party will use reasonable efforts to mitigate its effects.

17. Assignment

The Partner Terms will not be transferred or assigned, in whole or in part, to any third-party by you without our express written consent, which may be withheld at our sole discretion.

We may assign the Partner Terms to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

Nothing in the Partner Terms, express or implied, is intended to or will confer upon any third-party any right, benefit, or remedy of any nature whatsoever under or by reason of the Partner Terms.

18. Miscellaneous

18.1 No Waiver

Any failure of either party to enforce any provision of the Partner Terms, or any right or remedy provided for therein, will not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

18.2 Severability

If any provision of the Partner Terms is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), such provision will be enforced to the maximum extent permitted and the remainder of the Partner Terms will remain in full force and effect without being impaired or invalidated in any way.

18.3 Survivability

Any rights or obligations contained herein that by their nature should survive termination of the Partner Terms will survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, limitations of liability, and confidentiality obligations.

18.4 Governing Law

The Partner Terms and the relationship between you and us will be governed by, constructed, and interpreted in accordance with, the laws of the State of New Hampshire, U.S.A. Jurisdiction of any and all such disputes will lie in the state and federal courts sitting in Hillsborough County, New Hampshire.

18.5 Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Partner Terms may be brought by either party more than one (1) year after the cause of action has accrued.

18.6 Jointly Drafted

Each party has participated in negotiating and drafting the Partner Terms, such that if any ambiguity or question of intent or interpretation arises, the Partner Terms will be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.

18.7 Counterparts

The Partner Terms may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to the Partner Terms, an electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged will be binding upon the Parties and their respective successors and permitted assigns.

18.8 Entire Agreement

The Partner Terms, and any applicable references herein, represent a single agreement, as well as the entire agreement with respect to the subject matter herein. The Partner Terms supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

18.9 In Witness Whereof

The Parties hereto have duly executed the Partner Terms as of the date of acceptance into the Partner Program.

19. How to Contact Us