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Artviva Partner Agreement
This Partner Agreement (“Agreement”) is entered into between Artviva The Original and Best Walking Tours ( listed in agreement here as TOBWT) on its own behalf
TOBWT TERMS AND CONDITIONS
- INSURANCE. Partner will have their own insurance.
- CONFIDENTIALITY; PRIVACY.
Any information of a confidential or proprietary nature disclosed by or on behalf of one party to the other party during the term of this Agreement, including without limitation all information pertaining to Service rates, commissions and margins, the Distribution Channels, TOBWT technology, and the terms of this Agreement, are “Confidential Information.” The party receiving Confidential Information of the disclosing party will not, during or after the term of this Agreement, (a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under this Agreement and (b) disclose any such Confidential Information to any third party. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any obligation of confidentiality, other than by a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) rightfully known by the receiving party without restriction on disclosure; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon termination of this Agreement, or upon the disclosing party’s earlier request, the receiving party will return all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all use of such Confidential Information.
- MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES.
Each party represents and warrants to the other party that (a) the representing and warranting party has the full power and authority to enter into this Agreement and to perform its obligations hereunder and (b) the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT AS MAY BE SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES, TOBWT PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES , TECHNOLOGY AND MATERIALS UNDER THIS AGREEMENT “AS IS” AND TOBWT EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY OF THE FOREGOING OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOBWT’S LIABILITY TO PARTNER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY TOBWT TO PARTNER IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.
TOBWT will (i) provide prompt written notice to Partner of any claim giving rise to the indemnification obligation, and (ii) if requesting defense by Partner, provide reasonable cooperation and assistance with respect to the claim (at
Partner’s request and expense) and permit Partner to assume sole control over the defense and settlement of the claim (provided, however, that TOBWT shall have the right to approve counsel selected by Partner (such approval not to be unreasonably withheld or delayed) and, if Partner fails to promptly assume the defense and settlement of the claim after TOBWT’s request, TOBWT may do so at Partner’s sole cost and expense). Neither party will compromise or settle the claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed.
- FORCE MAJEURE.
If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
- CHANGES TO THE AGREEMENT.
TOBWT reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least thirty (30) days’ notice (“Notice Period”), which notice TOBWT will provide to Partner by any reasonable means. If Partner does not notify
TOBWT of Partner’s objection during the Notice Period, Partner’s continued access to and use of TOBWT Technology and other Services and materials provided by TOBWT to Partner under this Agreement after the effective date of such revised version of this Agreement will be deemed Partner’s acceptance of such revised version; however, changes to this Agreement will not apply to any dispute between the parties based on a claim filed before
the effective date of the changes. Except as set forth in this Section, no amendment, modification or rescission to this Agreement will be effective unless it is made in writing and signed by both parties.
- DISPUTE RESOLUTION.
Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled in accordance with this Section. Each party will nominate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) days following notification of the controversy, claim or dispute. In the event the controversy, claim or dispute has not been settled between the nominated representatives then, unless otherwise agreed, the parties will submit to binding arbitration to be held in Florence, Italy. Arbitration will be conducted in accordance with the currently prevailing commercial arbitration rules. The parties agree to abide by any decision and award rendered in the proceedings. The decision and award will be final and conclusive and may be entered in any court having jurisdiction thereof.
It is the intent of the parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Partner shall comply with all international anti-corruption laws and that, with respect to Partner’s performance of any of its activities under this Agreement.
This Agreement, including these TOBWT Terms and Conditions and the Attachments, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties. In the event of a conflict between the terms of the cover page of this Agreement, these TOBWT Terms and Conditions, and the Attachments, the terms of the cover page will control, then these TOBWT Terms and Conditions will control, and then the terms of the Attachments will control. Any offer by TOBWT and any acceptance of such an offer by Partner is limited to the terms in this Agreement only, TOBWT objects to any additional or different terms, and TOBWT’s acceptance of any offer is
expressly made conditional on assent to the terms of this Agreement. This Agreement will be governed by the laws Florence, Italy without regard to its conflicts of laws provisions. The UN Convention on the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed. In connection with TOBWT’s performance of its obligations and exercise of its rights hereunder, TOBWT may have such obligations performed and such rights exercised on its behalf by the TOBWT group and any of TOBWT’s affiliates and their respective agents, contractors, distributors, and service providers. The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing. TOBWT may assign or otherwise transfer this Agreement in whole or in part. Partner may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or
otherwise, without TOBWT’s prior written consent and, for purposes hereof, a merger or change of control in which Partner is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except
for the sale of Partner’s Services by TOBWT as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties’ intent. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.Partner Interaction with TOBWT:
Partner’s use of TOBWT tools, interfaces, application programming interfaces, extranets, computer software and any other TOBWT technology (collectively, the “TOBWT Technology”) is subject to and conditioned on Partner’s compliance with the terms and conditions of this Agreement.
- Partner Interactions with Clients/Partners/Employees/Ex-Employees:
Non-Solicitation of Clients/Partners/Employees/Ex-Employees.
Partner acknowledges and agrees that he shall not, directly or indirectly, solicit, take away or divert, or attempt to solicit, take away or divert, the business or patronage of any client/Partner/Employee/Employee or customer of the TOBWT with the intention or for the purpose of providing services that compete with the services provided by the TOBWT.
If Partner needs to contact a Supplier, Partner shall request through TOBWT via email, unless agreed to otherwise by TOBWT.
- Additional Restrictions:
Partner is not authorized to publicly display any of the content, text, images, materials, videos or other materials displayed on the websites of TOBWT or to publish or link or utilise in any way, any reviews and or film or TV made with TOBWT without prior express written consent from TOBWT.
- Monthly Invoiced Payments
If TOBWT agrees, monthly invoices are possible and must be paid within 10 days of receipt. If for any reason you do not receive an invoice from TOWBT within 60 days of services provided from TOBWT, you must email [email protected] and CCing [email protected] requesting one.