Effective Date: March 10, 2022
Table of Contents
- Partner Terms Introduction
- What Are The Terms?
- The Trademarks
- Program Participation
- Promotional Programs
- Term and Termination
- Representations and Warranties
- Disclaimer of Warranties
- Limitation of Liability
- No Fees
- No License
- No Agency
- Force Majeure
- How to Contact Us
- Terms Changes
- Exhibit A
1. Partner Terms Introduction
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.
Unless the context otherwise clearly indicates, all capitalized terms used in the singular include the plural and vice versa.
Partner Programs are more fully described in Exhibit A and any other exhibits as may be incorporated under the Partner Terms.
2. What Are The Terms?
Additional terms and conditions or policies may apply to your use of the Partner Program, all of which documents are incorporated herein by this reference:
Each of these documents, including the Partner Terms, may be changed from time to time and are effective immediately upon posting such changes on the Site.
- Check the Terms Changes section for full details related to the Partner Terms guidelines on changes.
The Parties have agreed that the Partner would like Vostra Moda to provide the Partner Program as described in Exhibit A.
- The Partner Terms, and
2.1 Your Acceptance of the Partner Terms
By participating in the Partner Program, you acknowledge, accept, and agree with all provisions of the Partner Terms in full. If you do not agree to the Partner Terms, please do not participate in the Partner Program.
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…
- Use only such Marks made available to you;
- Make no modifications to any such Marks; and
- Immediately comply if requested that you discontinue the use of the Marks.
You will not…
- Use the Marks in a misleading or disparaging way;
- Use the Marks in a way that implies that we endorse, sponsor, or approve of your services or products; or
- Use the Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
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.
Except as expressly provided in the Partner Terms or with prior written consent no part of the Partner Program and no Marks may be copied, modified, traded, leased, resold, reproduced, redistributed, reused, transmitted, broadcasted, performed, displayed, or otherwise disseminated in any way.
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 we do not send a notification of acceptance or extension to participate in the Partner Program within thirty (30) days from the application submission date, the application is considered to be rejected.
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.
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:
- Upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period;
- Immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors;
- Immediately, if you violate any applicable local, state, federal, or foreign laws or regulations; or
- Immediately, if we determine that you have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Users.
Upon termination, you will immediately discontinue all use of the Marks.
7. Representations and Warranties
- We represent and warrant that we have the full and unrestricted right, power, and authority to enter into the Partner Terms.
- You represent and warrant that:
- You have the full and unrestricted right, power, and authority to grant to us our right to use the Partner Marks;
- You have the full and unrestricted right, power, and authority to enter into the Partner Terms, perform the obligations herein and grant the rights granted herein; and
- You have no other agreements with any other party that would conflict with the Partner Terms.
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 is not limited to a specific medium and can be oral, written, electronic, or physical in format.
Confidential Information does not include information that:
- Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; or
- Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; or
- Is obtained by the Receiving Party from a third-party without breach of any obligation owed to the Disclosing Party; or
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
- Is disclosed to the Receiving Party and as a result of such disclosure the Receiving Party reasonably believes there to be an imminent or likely risk of danger or harm to the Disclosing Party or others.
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:
- Protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information but in no event less than reasonable care; and
- Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Partner Terms and for the performance of the Partner Program; and
- Not disclose Confidential Information of the Disclosing Party to any third-party without consent by the Disclosing Party; and
- Limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents.
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.
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…
- Your participation in the Partner Program;
- Your non-compliance with or breach of the Partner Terms; or
- Our use of the Partner Marks.
- Notify you in writing within thirty (30) days of our becoming aware of any such claim;
- Give you sole control of the defense or settlement of such a claim; and
- Provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.
You will not accept any settlement that:
- Imposes an obligation on us;
- Requires us to make an admission; or
- Imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimer of Warranties
The Partner Program is provided “as is” and on an “as available” basis. Except for the express representations and warranties in section 6: Representations and Warranties, we make no warranties whatsoever.
We explicitly disclaim any other warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or compliance with laws or government rules or regulations applicable to the Partner Program.
We make no warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Partner Program.
11. Limitation of Liability
To the extent allowable by law, in no event will either party and its subsidiaries, affiliates, officers, directors, agents, employees, representatives, and service providers, be liable for lost profits, business interruption, or for any indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or relating to the Partner Program (however arising, including negligence).
If, notwithstanding the other terms of the Partner Agreement, we and our subsidiaries, affiliates, officers, directors, agents, employees, representatives, and service providers, are determined to have any liability to you or any third-party, the Parties agree that in no event will our aggregate liability exceed the greater of $1,000 USD.
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.
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.
18.1 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.
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.
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.
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
All notices or communications will be by email or in writing. Email is permissible but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.
Vostra Moda, LLC.
159 Main Street
Nashua, NH 03060
Email: hellobri [at] vostramoda.com
Contact form: Send a message
Monday – Friday: 9:00 am – 4:00 pm ET
Saturday – Sunday: Closed
20. Terms Changes
We reserve the right to modify the Partner Terms at any time, without notice, and for any reason. It is your responsibility to check the Partner Terms periodically for changes.
Your use of the Partner Program following any such modification constitutes your acceptance and agreement to the Partner Terms as modified.
If you do not agree with a modification to the Partner Terms, you must notify us in writing within thirty (30) days after notice of the modification.
If you give us this notice, the Partner Terms will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of the Partner Terms applicable immediately prior to modification for the remainder of the term.
- Mar 10, 2022
- Initial release
20. Exhibit A
You request we provide the Partner Program as set forth on the sales page of…
- Nothing Yet!
We reserve the right to change, modify, discontinue or cancel the Partner Program and/or sales page at any time, without notice, and for any reason. It is your responsibility to check the sales page periodically for changes.