SILVERBIRD
Partner Program agreement
This Partner Agreement (“Agreement”), is made and entered into by and between Silverbird and the Partner (each, as defined below). The Agreement shall become binding once the partner clicks through the Agreement in the manner provided by Silverbird (the “Effective Date”). Silverbird and the Partner are sometimes referred to as a "Party", and together as the "Parties".
As used in this Agreement, the following terms shall have the meanings set forth below:
Silverbird: means Silverbird Global Limited, a company incorporated in the United Kingdom with the registered address in 1 Kings Avenue, London, United Kingdom, N21 3NA. www.silverbird.com Contact: [email protected]
Partner: “Partner” or “You” means the person or company (including Company Name and other information) detailed in the Form submitted to Silverbird.
Partner Information: “Partner Information” means the information provided by Partner in the Form.
Term: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the Business Terms).
As used in this Agreement, the following terms shall have the meanings set forth below:
Silverbird: means Silverbird Global Limited, a company incorporated in the United Kingdom with the registered address in 1 Kings Avenue, London, United Kingdom, N21 3NA. www.silverbird.com Contact: [email protected]
Partner: “Partner” or “You” means the person or company (including Company Name and other information) detailed in the Form submitted to Silverbird.
Partner Information: “Partner Information” means the information provided by Partner in the Form.
Term: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 4 of the Business Terms).
BUSINESS TERMS
Background
Silverbird is the owner and operator of Silverbird.com, a digital banking platform that provides banking services (the “Silverbird Service”). Via the Partner Program, the Partner wishes to promote, market, and advertise the Silverbird Service to potential Silverbird customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Silverbird’s Partner Program (the “Program”) as described in this Agreement.Agreement
The Parties agree as follows:
1 LICENSE.
1.1 Subject to this Agreement and its terms, Silverbird hereby grants to Partner a free, non-exclusive, non-transferable, and revocable license (“License”) to market Silverbird to Referrals, and to use the Silverbird trademarks, logos and URLs provided by Silverbird and listed in Exhibit A (“Licensed Marks,” as may be amended by Silverbird from time to time), and associated materials, language or code for the sole purpose of promoting the Silverbird Service (collectively, “Marketing Materials”) as part of the Program.
1.2 Silverbird may revoke this license at any time by giving the Partner any notice in writing.
2. PROGRAM COMMITMENTS.
2.1 The Program. To participate in the Program, the Partner must complete the sign-up form found on Silverbird's website (“Site”) and then enter this Agreement. Applications can be accepted or rejected at the sole discretion of Silverbird.
2.2 Legal Agreements. To participate in the Program and act as a Partner, the Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Silverbird from time to time, in its reasonable discretion, in connection with the Partner’s ongoing participation in the Program and promotion of the Silverbird Service to Referrals. In all its activities under this Agreement, and specifically such activities relating to the Partner’s promotion of Silverbird Service, the Partner shall cooperate with Silverbird and act in good faith. In entering this Agreement the Partner further recognizes and accepts the terms and rules set in Silverbird’s Terms of Service (“Terms,” found at https://silverbird.com/terms-and-conditions) and Silverbird’s Privacy Policy (“Privacy Policy, ” found at https://www.silverbird.com/privacy-policy/), as applicable to Silverbird’s provision of the services to Referrals, and particularly regarding the Partner’s adherence to the Privacy Policy in all matters involving the privacy of Referrals’ data and information.
2.3 Referral Activities. The partner agrees to engage in continued, active promotion of the Silverbird Services using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.
2.4 Prohibited Activities, the partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable. The partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Silverbird Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement. Actions that constitute prohibited activities under the terms of this Agreement is at the sole discretion of Silverbird.
2.5 Permissible Use of Silverbird Marks.
2.5.1 Partner expressly agrees to comply with all the terms herein (particularly Section 5) in using the Licensed Marks and in creating Marketing Materials.
2.5.2 Through the Guidelines and rules, Silverbird shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting Silverbird. Partner further agrees to comply with all such specifications and instructions.
2.5.3 Partner shall ensure that all Licensed Marks appearing on its Marketing
Materials are provided or approved by Silverbird in the Guidelines or otherwise. Partner shall not modify any Silverbird Marks or substantially modify other Marketing Materials and shall further comply with reasonable instructions from Silverbird.
2.6 Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Silverbird Mark violates a third party’s trademark rights, Silverbird is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Silverbird harmless against any and all claims, actions, causes
of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.
2.7 Customer Relations. During and after the Term, Silverbird shall be the exclusive owner of all relations created by the Partner among Silverbird and Referrals with respect to Silverbird, including any and all information identifying Referrals who contract with Silverbird for the use of the Silverbird Services. The Terms and Conditions, Privacy Policy, Partner Program Agreement and Silverbird’s rules and procedures for Silverbird will apply to these Referrals and may be changed by Silverbird without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Silverbird under the Terms.
3. QUALIFIED REFERRALS, COMMISSIONS.
3.1 “Qualified Referrals” mean Referrals:
- referred by Partner to Silverbird;
- of whom Silverbird has no record in connection with
- Silverbird, or who are not, at the time referred to Silverbird by
- Partner, in any contractual relations or ongoing negotiations with Silverbird in connection with Silverbird.
- who accept the Terms after being referred to Silverbird by Partner, at a Referral’s own discretion and without receiving any monetary or other incentive from Partner, an end user license for Silverbird; and
- who are not rejected by Silverbird, and will start using Silverbird Services as per the below Referral fees schedule.
3.2 Referral Procedure. Each Referral shall be referred to Silverbird by
Partner through a pre-screening online form provided by Silverbird to Partner, which Partner shall fully complete and submit to Silverbird (“Referral
Form”). Upon receiving each Referral Form, Silverbird shall send an email to the Referral’s email address indicated in the Referral form, detailing the steps to be taken towards registration to use Silverbird and becoming a Qualified Referral. Silverbird shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to the Referral.
3.3 Commissions.
3.3.1 Referral Fees. Upon a Referral becoming a Qualified Referral, Silverbird shall pay Partner referral fees as per referral schedule here: (https://www.silverbird.com/partner-program-agreement) Silverbird may modify this schedule from time-to-time at its reasonable discretion by posting a change on the site (at https://www.silverbird.com/partner-program-agreement/) or notifying Partner via email.
3.3.2 Associated Charges. Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Silverbird harmless from and against any claims arising out or relating to all charges emanating from Silverbird’s payment of Referral Fees.
4. TERM AND TERMINATION.
4.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Silverbird rejects Partner’s application to participate in the Program or either party decides to terminate on any grounds as described below.
4.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
4.3 Early Termination.
Without Cause. Silverbird shall have the right to terminate this Agreement at any time for any or no reason by giving thirty (30) days prior written notice to Partner.
For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
4.4 Effect of Termination. From and following the date of termination of this Agreement, Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
5 GENERAL.
5.1 Modification of Agreement. Silverbird may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site (at https://www.silverbird.com/partner-program/) or notifying the Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
5.2 Assignment. Silverbird may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Silverbird’s prior written consent, such consent not to be unreasonably withheld.
5.3 Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Silverbird Marks, Silverbird and related content and technology around the world (“Silverbird IP Rights”) are and will remain the exclusive property of Silverbird and its subsidiary companies. The License granted by Silverbird to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of Silverbird and is subject to Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any Silverbird IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Silverbird IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Silverbird IP Rights; (d) promptly notify Silverbird of any unauthorized use of any Silverbird IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Silverbird Marks in compliance with the Guidelines. Silverbird may perform periodic reviews of any Marketing Materials presented by Partner and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner. Silverbird has a right to use Partner’s logo and name in marketing materials and website for marketing.
5.4 No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
5.5 Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms and Conditions, Privacy Policy and Guidelines. During the Term and after its termination for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Silverbird and will not make, publish or allow to be made or published any disparaging remarks concerning Silverbird, its representatives, or Silverbird.
5.6 Disclaimer of Warranty. Other than Silverbird’s express warranty under the previous subsection (e), Silverbird makes no other warranty, express or implied, of any kind and Silverbird expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
5.7 Limitation of Liability. Neither Silverbird nor any officer, employee, director or any other representative of Silverbird shall be liable towards Partner or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (ii) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings surrounding any relations among the Parties, Silverbird’s entire liability to Partner under this Agreement shall not exceed GBP 100 for any and all claims for damages of any kind made by Partner under this Agreement, and by entering this Agreement Partner recognizes the limitations herein on Silverbird’s liability.
5.8 Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Silverbird’s behalf. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
5.9 Indemnification. Partner will indemnify, defend and hold Silverbird and its subsidiaries, affiliates, officers and employees (the “Silverbird Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Silverbird Indemnified Parties arising from any of the following: (i) a breach of the Agreement by Partner; (ii) the negligence, gross negligence or wilful misconduct of Partner or its employees, agents or contractors; or (iii) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
5.10 Confidential Information. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ data and information, or if designated as confidential by either of the Parties.
5.11 Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Silverbird’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
5.12 Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
5.13 Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or this Agreement.
5.14 Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not disparage Silverbird or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Silverbird’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Silverbird or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Silverbird refusing to enter into this Agreement.
5.15 Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
5.16 Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the United Kingdom without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the United Kingdom. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
5.17 Data collection and Protection. Data collection and protection will be handled as per Silverbird’s Privacy Policy (found at https://www.silverbird.com/privacy-policy/
The Parties agree as follows:
1 LICENSE.
1.1 Subject to this Agreement and its terms, Silverbird hereby grants to Partner a free, non-exclusive, non-transferable, and revocable license (“License”) to market Silverbird to Referrals, and to use the Silverbird trademarks, logos and URLs provided by Silverbird and listed in Exhibit A (“Licensed Marks,” as may be amended by Silverbird from time to time), and associated materials, language or code for the sole purpose of promoting the Silverbird Service (collectively, “Marketing Materials”) as part of the Program.
1.2 Silverbird may revoke this license at any time by giving the Partner any notice in writing.
2. PROGRAM COMMITMENTS.
2.1 The Program. To participate in the Program, the Partner must complete the sign-up form found on Silverbird's website (“Site”) and then enter this Agreement. Applications can be accepted or rejected at the sole discretion of Silverbird.
2.2 Legal Agreements. To participate in the Program and act as a Partner, the Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Silverbird from time to time, in its reasonable discretion, in connection with the Partner’s ongoing participation in the Program and promotion of the Silverbird Service to Referrals. In all its activities under this Agreement, and specifically such activities relating to the Partner’s promotion of Silverbird Service, the Partner shall cooperate with Silverbird and act in good faith. In entering this Agreement the Partner further recognizes and accepts the terms and rules set in Silverbird’s Terms of Service (“Terms,” found at https://silverbird.com/terms-and-conditions) and Silverbird’s Privacy Policy (“Privacy Policy, ” found at https://www.silverbird.com/privacy-policy/), as applicable to Silverbird’s provision of the services to Referrals, and particularly regarding the Partner’s adherence to the Privacy Policy in all matters involving the privacy of Referrals’ data and information.
2.3 Referral Activities. The partner agrees to engage in continued, active promotion of the Silverbird Services using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.
2.4 Prohibited Activities, the partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable. The partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Silverbird Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement. Actions that constitute prohibited activities under the terms of this Agreement is at the sole discretion of Silverbird.
2.5 Permissible Use of Silverbird Marks.
2.5.1 Partner expressly agrees to comply with all the terms herein (particularly Section 5) in using the Licensed Marks and in creating Marketing Materials.
2.5.2 Through the Guidelines and rules, Silverbird shall provide specifications and other instructions from time to time as to Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting Silverbird. Partner further agrees to comply with all such specifications and instructions.
2.5.3 Partner shall ensure that all Licensed Marks appearing on its Marketing
Materials are provided or approved by Silverbird in the Guidelines or otherwise. Partner shall not modify any Silverbird Marks or substantially modify other Marketing Materials and shall further comply with reasonable instructions from Silverbird.
2.6 Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Silverbird Mark violates a third party’s trademark rights, Silverbird is not responsible for the development, operation or content of Partner’s Marketing Materials and Partner agrees to defend, indemnify and hold Silverbird harmless against any and all claims, actions, causes
of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner’s Marketing Materials.
2.7 Customer Relations. During and after the Term, Silverbird shall be the exclusive owner of all relations created by the Partner among Silverbird and Referrals with respect to Silverbird, including any and all information identifying Referrals who contract with Silverbird for the use of the Silverbird Services. The Terms and Conditions, Privacy Policy, Partner Program Agreement and Silverbird’s rules and procedures for Silverbird will apply to these Referrals and may be changed by Silverbird without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Silverbird under the Terms.
3. QUALIFIED REFERRALS, COMMISSIONS.
3.1 “Qualified Referrals” mean Referrals:
- referred by Partner to Silverbird;
- of whom Silverbird has no record in connection with
- Silverbird, or who are not, at the time referred to Silverbird by
- Partner, in any contractual relations or ongoing negotiations with Silverbird in connection with Silverbird.
- who accept the Terms after being referred to Silverbird by Partner, at a Referral’s own discretion and without receiving any monetary or other incentive from Partner, an end user license for Silverbird; and
- who are not rejected by Silverbird, and will start using Silverbird Services as per the below Referral fees schedule.
3.2 Referral Procedure. Each Referral shall be referred to Silverbird by
Partner through a pre-screening online form provided by Silverbird to Partner, which Partner shall fully complete and submit to Silverbird (“Referral
Form”). Upon receiving each Referral Form, Silverbird shall send an email to the Referral’s email address indicated in the Referral form, detailing the steps to be taken towards registration to use Silverbird and becoming a Qualified Referral. Silverbird shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to the Referral.
3.3 Commissions.
3.3.1 Referral Fees. Upon a Referral becoming a Qualified Referral, Silverbird shall pay Partner referral fees as per referral schedule here: (https://www.silverbird.com/partner-program-agreement) Silverbird may modify this schedule from time-to-time at its reasonable discretion by posting a change on the site (at https://www.silverbird.com/partner-program-agreement/) or notifying Partner via email.
3.3.2 Associated Charges. Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Silverbird harmless from and against any claims arising out or relating to all charges emanating from Silverbird’s payment of Referral Fees.
4. TERM AND TERMINATION.
4.1 Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Silverbird rejects Partner’s application to participate in the Program or either party decides to terminate on any grounds as described below.
4.2 Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.
4.3 Early Termination.
Without Cause. Silverbird shall have the right to terminate this Agreement at any time for any or no reason by giving thirty (30) days prior written notice to Partner.
For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
4.4 Effect of Termination. From and following the date of termination of this Agreement, Partner’s rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
5 GENERAL.
5.1 Modification of Agreement. Silverbird may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site (at https://www.silverbird.com/partner-program/) or notifying the Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner’s continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.
5.2 Assignment. Silverbird may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Silverbird’s prior written consent, such consent not to be unreasonably withheld.
5.3 Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Silverbird Marks, Silverbird and related content and technology around the world (“Silverbird IP Rights”) are and will remain the exclusive property of Silverbird and its subsidiary companies. The License granted by Silverbird to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s right to use the Licensed Marks is at the discretion of Silverbird and is subject to Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any Silverbird IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Silverbird IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Silverbird IP Rights; (d) promptly notify Silverbird of any unauthorized use of any Silverbird IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Silverbird Marks in compliance with the Guidelines. Silverbird may perform periodic reviews of any Marketing Materials presented by Partner and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner. Silverbird has a right to use Partner’s logo and name in marketing materials and website for marketing.
5.4 No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
5.5 Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms and Conditions, Privacy Policy and Guidelines. During the Term and after its termination for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Silverbird and will not make, publish or allow to be made or published any disparaging remarks concerning Silverbird, its representatives, or Silverbird.
5.6 Disclaimer of Warranty. Other than Silverbird’s express warranty under the previous subsection (e), Silverbird makes no other warranty, express or implied, of any kind and Silverbird expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
5.7 Limitation of Liability. Neither Silverbird nor any officer, employee, director or any other representative of Silverbird shall be liable towards Partner or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (ii) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings surrounding any relations among the Parties, Silverbird’s entire liability to Partner under this Agreement shall not exceed GBP 100 for any and all claims for damages of any kind made by Partner under this Agreement, and by entering this Agreement Partner recognizes the limitations herein on Silverbird’s liability.
5.8 Independent Contractors. The Parties herein act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Silverbird’s behalf. Partner’s display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
5.9 Indemnification. Partner will indemnify, defend and hold Silverbird and its subsidiaries, affiliates, officers and employees (the “Silverbird Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Silverbird Indemnified Parties arising from any of the following: (i) a breach of the Agreement by Partner; (ii) the negligence, gross negligence or wilful misconduct of Partner or its employees, agents or contractors; or (iii) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
5.10 Confidential Information. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals’ data and information, or if designated as confidential by either of the Parties.
5.11 Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Silverbird’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
5.12 Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
5.13 Anti-Bribery and Export Compliance. Partner agrees not to promote, approach or submit Referrals, or use distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any Laws or this Agreement.
5.14 Non-Disparagement. During the Term and for five (5) years thereafter, Partner agrees that it will not disparage Silverbird or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Silverbird’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Silverbird or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Silverbird refusing to enter into this Agreement.
5.15 Parties’ Expenses. The Parties shall each carry and pay all their respective costs, charges and expenses incurred by it in the performance of this Agreement, except as otherwise may be agreed-upon by the Parties in writing in advance.
5.16 Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the United Kingdom without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the United Kingdom. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
5.17 Data collection and Protection. Data collection and protection will be handled as per Silverbird’s Privacy Policy (found at https://www.silverbird.com/privacy-policy/
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