X4Impact Listing Agreement Terms and Conditions (“T&C”)
Last Updated: Oct 14, 2020 – 11:11 AM PT
These X4Impact Listing Agreement Terms and Conditions (“T&C”) are part of the X4Impact Listing Agreement agreement between X4Impact Inc, a Washington Corporation (“Company”) and the client (“Listing Entity”) who entered into a Listing Agreement (“Agreement”) with Company.
- Company operates the X4Impact website (“Platform”), currently located at http://www.x4i.org, which provides market intelligence for social innovation projects.
- Listing Entity is interested in listing its products and services (“Products”) on the Platform in exchange for certain benefits.
Company and Listing Entity expressly agree that the Agreement is legally binding upon it.
Company will provide Listing Entity with the benefits described in Agreement. Listing Entity will pay Company a Listing fee as outlined in Agreement.
2. Use of Platform
Company will issue invoices for amounts payable under this Agreement as specified in Agreement. Listing Entity will pay such amounts within thirty (30) days after receipt of Company’s invoice. Any amount not paid when due shall be subject to finance charges equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. All amounts payable under this Agreement are denominated in United States dollars. Listing Entity will be responsible for paying any taxes, customs, duties, fees or other amounts assessed or imposed by any governmental authority in connection with amounts paid under this Agreement other than taxes imposed on Company’s net income.
4. Intellectual Property
- User Content. If Agreement includes any obligation of Company to author, manage or edit content for Listing Entity to be published on the Platform, such content will be deemed “User Content” as defined in the Terms and subject to the rights, obligations and responsibilities in the Terms. Company will create such User Content as a contractor and such User Content shall be deemed to be a “work made for hire” pursuant to 17 U.S.C., Section 201(b) (the Copyright Act). Subject to the license granted to Company under the Terms, Listing Entity will retain all right, title and interest in and to such User Content.
- Licenses. Subject to the terms of this Agreement, Listing Entity grants to Company a non-exclusive, non-transferable, royalty-free license to use, distribute and publicly display the names, trademarks, service marks, logos and other marketing materials provided by the Listing Entity (“Marketing Materials”) solely for the purpose of enabling Company to perform its obligations or exercise its rights under this Agreement.
- Ownership. All use by Company of the Listing Entity’s Marketing Materials, and any goodwill associated therewith, shall inure solely to the benefit of the Listing Entity. Subject to the rights granted in Section 4(b), Listing Entity will own all right, title and interest in and to its Marketing Materials.
5. Representation and Warranties
- . Each party represents and warrants to the other party that: (a) it will comply with all applicable laws, rules and regulations in executing, delivering, and performing its obligations under this Agreement; and (b) it is duly organized and validly existing in good standing under the laws of its state of organization and has the full power and authority to carry out its performance under this Agreement.
- . EXCEPT AS SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE CONTENT OR OTHER ITEMS OR SERVICES FURNISHED BY OR ON BEHALF OF A PARTY UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
- Definition. “Confidential Information” means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient or unauthorized act of a third party.
- Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information, except to employees, affiliates, agents, professional advisors, or third-party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, the recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
7. Term and Termination
- Term. Unless earlier terminated, the term of this Agreement will commence on the later of the two signature dates below and continue for the period specified in Agreement.
- Termination for Breach. Either party may immediately terminate this Agreement by providing written notice to the other party if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receiving written notice from the first party identifying the breach.
Survival. The provisions of Sections 3, 4, 5, 6, 7(c), and 8-10, and other sections of this Agreement that are designated to survive, will survive the termination or expiration of this Agreement.
- Indemnity. Listing Entity (“Indemnifying Party”) will defend and indemnify Company and its affiliates, directors, officers, and employees (each, an “Indemnified Party”) against all settlement amounts approved by the Indemnifying Party and any liabilities, damages, losses, costs, fees (including legal fees), and expenses incurred in connection with any third-party legal proceeding (including action by a government authority) to the extent arising from: (i) the Indemnifying Party’s breach of this Agreement (including the Terms), its negligence, or its willful misconduct; or (ii) any allegation that the Indemnified Party’s use, distribution or display of the Indemnifying Party’s Marketing Materials in accordance with this Agreement infringes, misappropriates or otherwise violates any third party’s rights, including copyright, trademark or other intellectual property rights.
- Procedure. The Indemnified Party will promptly notify the Indemnifying Party after it becomes aware of any claim subject to indemnification. Failure or delay to provide notice will only limit the Indemnifying Party’s obligations to the extent that such failure or delay has caused material prejudice to the Indemnifying Party’s ability to defend the claim. The Indemnified Party will tender sole control of the indemnified portion of the legal proceeding to the Indemnifying Party, provided that the Indemnified Party may appoint its own non-controlling counsel. The Indemnifying Party will not enter into any settlement that requires the Indemnified Party to admit liability, pay money, or take (or refrain from taking) any action without the Indemnified Party’s prior written consent. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense and settlement of any such claim, at the Indemnifying Party’s expense.
9. Limitation of Liability
EXCEPT FOR IN CONNECTION WITH THE OBLIGATIONS SET FORTH IN SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (1) ANY INDIRECT CLAIMS. INDIRECT LOSSES, OR INDIRECT DAMAGES, INCLUDING THOSE RELATING IN WHOLE OR IN PART TO LOSS OF PROFITS, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF CLAIMS OR DEMANDS WHICH MIGHT GIVE RISE TO SUCH INDIRECT TYPES OF CLAIMS, LOSSES OR DAMAGES; OR (2) ANY LIABILITIES AND DAMAGES WHICH EXCEED THE AMOUNTS PAYABLE BY LISTING ENTITY TO COMPANY UNDER THIS AGREEMENT.
- Notice. Any notice required to be given under this Agreement from any party to the other shall be in writing and delivered personally (including by courier service), mailed, or sent electronically by electronic mail to the applicable address set forth below the signature of such party below.
- Entire Agreement; Amendments. This Agreement contains the entire agreement of the parties and supersedes any prior discussion between the parties concerning the subject matter hereof. This Agreement does not supersede, limit or affect the Terms in any way, which governs all use and operation of the Platform. No amendment of this Agreement will be effective unless made in a writing that specifically identifies this Agreement and signed by the parties.
- Waiver. A waiver by any party of any rights resulting from the breach of any obligations hereunder shall not be a waiver of any rights on any subsequent breach.
- Assignment. Neither party may assign any rights or obligations under this Agreement without the written consent of the other party.
- Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be invalid, illegal or unenforceable, then such provision will be deemed omitted and the remainder of this Agreement will remain valid and enforceable.
- Force Majeure. Neither party will be liable for or be considered to be in breach or default of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party’s reasonable control.
- Venue and Governing Law. This Agreement shall be interpreted in accordance with the laws of the state of Washington and the state and federal courts in King County, Washington shall have exclusive jurisdiction over any action to enforce this agreement. Each party irrevocably consents to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this agreement.