Linking ACA Online
Agreement for Revocable License to Link to ACA Web Site
This agreement is created on the day that this form is submitted between the ACA International, a Not-For Profit Minnesota Corporation having its principal office located at 4040 West 70th St., Minneapolis, Minnesota 55435 ("ACA" or "Licensor") and the organization that is submitting this agreement ("Licensee") ACA hereby grant its express permission, in the form of a non-exclusive renewable, revocable license, for licensee to link to the ACA www.acainternational.org Web Site Homepage, provided you agree to and abide by the following provisions and statements: - ACA HIGHLY VALUES IT COPYRIGHTS
Unless otherwise specifically disclaimed thereon, all materials on Licensor's Web site are the exclusive property of ACA and may not be republished, re-distributed, copied, stored and disseminated in any manner, by any medium, without the written permission of an authorized representative of ACA. All materials that ACA creates, compiles, or publishes in any manner by any media are deemed to be protected by the U.S. Copyright Law, 17 U.S.C. §§ 101 etc. seq. and any other applicable federal and state laws and international treaties. - NOTICE OF TRADEMARK
The ACA Logo and ACA link Logo are trademarks of ACA International. - PERMISSION TO USE OR RE-PUBLISH IS REQUIRED
Only specifically authorized employees of ACA are empowered to grant permission to use or re-publish ACA copyrighted materials. This includes all materials on the ACA Web site to which Licensee is linking. To request permission to use or re-publish any ACA material, such request must be routed to the Office of ACA General Counsel. No party may assume that permission has been granted or will be granted until it receives written notice informing them that permission has been granted. - WORK REMAINS THE PROPERTY OF ACA
If permission to use a work is granted by ACA, that work remains the copyrighted property of ACA, which will retain sole and exclusive rights to the work. - NO WARRANTY; LIMITATION OF LIABILITY
ACA and its subsidiary organizations make no warranty concerning the accuracy of any information found on or exchanged through the ACA Web site, nor shall ACA have any liability to any person or entity, for interruptions, delays, inaccuracies, errors or omissions in, or legality or appropriateness of, the information found on or exchanged through the Web site, including, products advertisements, service promotions and service advertisements. - THIS LICENSE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER EXISTING CONTRACTUAL RIGHTS TO ANY PARTY.
- USAGE OF THE NETWORK, INCLUDING THE INTERNET, IS AT LICENSEE'S SOLE RISK. IN NO EVENT SHALL ACA BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
- THE PARTIES AGREE THAT LICENSEE SHALL INDEMNIFY LICENSOR FOR ALL FEES, FINES, TAXES OR OTHER LIABILITIES WHICH ACCRUE AS A RESULT OF THIS AGREEMENT
- ADVERTISEMENTS/VENDORS
Advertisement of products or services on ACA'S Web site does not constitute an endorsement by ACA of those products or services. - CANCELLATION
ACA retains the right to cancel this license at any time for any reason with no advance notice. - TERM OF LICENSE
The term of this license shall begin on the date that this form was submitted and shall end two years after the date that this form was submitted. This license may be renewed either online or in writing only. - RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed or implied to create between the Parties the relationship of partners, joint venturers, employer and employee, or principal and agent. - LAW
This Agreement is made pursuant to the laws of the State of Minnesota and shall be construed in accordance with those laws. - MODIFICATION
This Agreement shall be modified only by written instrument signed by duly authorized representatives of both Parties. - COUNTERPARTS
This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each part signed by less than all, but together signed by all the Parties hereto. - HEADINGS, VARIATIONS IN PRONOUNS
The headings in this Agreement are for reference only and shall not affect the interpretation of the Agreement. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural as the context may require. - NONWAIVER
The failure of either party to insist, in any one or more instance, upon the performance of this Agreement, or the failure to exercise any right or privilege herein conferred, shall not be construed as a waiver of any such covenant, conditions, rights, or privileges, but the same shall continue and remain in full force and effect. - FORCE MAJEURE
In the event that any mechanical or non-mechanical, computer related, electronic or electrical circumstance arising out or this Agreement or, due to acts of God, or public calamity, including, but not limited to insurrection or strike so that Licensor cannot deliver information and material contained in its Web site to a User requesting such via the Link(s) placed on Licensee's Web site, the Parties shall be excused from any further performance under this Agreement. - ASSIGNMENT
Neither this Agreement nor any interest herein or claim hereunder may be assigned or transferred by either Party without the prior consent of the other party to this Agreement. Any attempts to assign shall be void. This provision shall not work any prohibition on a change in the identity or numbers of members of the board of directors of Licensee or Licensor. - SURVIVABILITY
The provisions of Section 1, 2, 3, 4, 5, 6, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19 and 20 shall survive the termination of this Agreement. - ARBITRATION
Any controversy arising out of or related to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Rules of the American Arbitration Association (AAA) in Minneapolis, Minnesota. Another location for arbitration under the Rules of AAA may be chosen, if mutually agreed by the parties. This contract shall be deemed to be a written agreement to arbitrate any controversy between the parties as outlined herein. The consideration given by the Parties as described in this contract shall be deemed consideration adequate to support this agreement to arbitrate. A judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof in accordance with Minn. Stat. § 572.09 et seq. except as otherwise provided herein. Any arbitration shall be conducted by a panel of three (3) arbitrators. The arbitrators shall have all powers of a court of law in the relevant jurisdiction. Such powers shall include but shall not be limited to: (a) the power to issue temporary restraining orders and injunctions; (b) the power to award damages; (c) the power to issue subpoenas; and (d) the power to issues all orders and to take all actions necessary to enforce their jurisdictions as granted in the Agreement and as set forth in Minn. Stat. § 572.08 et seq., including the power to make application to a court of law in the relevant jurisdiction to complete enforcement of the arbitrator's interlocutory and final awards and rulings. The identity of the arbitrators shall be agreed upon by the Parties. At least one such arbitrator shall have expertise in Internet and electronic communication matters. In the absence of an agreement regarding the identity of the arbitrators, one arbitrator shall be selected by each party and the third arbitrator may be chosen by any reasonable and fair method. An award in arbitration shall be final and binding upon the parties and enforceable under law. The prevailing party in any arbitration proceeding herein, shall be awarded its costs and expensed including reasonable attorney fees. - NOTICE
Except as otherwise expressly provided herein, any notice required or desired to be served, given or delivered hereunder shall be in writing, and shall be deemed to have been validly served, given or delivered, (a) forty-eight (48) hours after deposit in the U.S. Mail, with proper postage prepaid, certified return receipt requested; or (b) one (1) business day after delivery to a reputable overnight delivery service or (c) upon delivery by courier or in person to the following addresses: If to Licensor: ACA International; Attention: Mr. Gary Rippentrop, CEO; 4040 West 70th Street; Edina, MN 55435. If to Licensee: As to information provided in form below. Or to such other address as such party shall designate to the other in the manner herein prescribed. - ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Parties and supersedes any and all previous communications, representations, understandings, agreements, either oral or written, between the Parties or their agents or representatives. IN WITNESS WHEREOF, the undersigned authorized representatives of the Parties have executed this Agreement as of the day that this form is submitted to ACA International.
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