Introduction. This Agreement between you and
ISCEA and its affiliates ("ISCEA") consists of these Standard Terms
and Conditions ("Terms and Conditions"), the Alliance Partner Program
(the "Program") Frequently Asked Questions, which may be revised
periodically, and the terms of any advertising campaign you submit or modify.
“Alliance Partner”, "You" or "Advertiser" means any entity
identified in an enrollment form submitted by the same or affiliated persons,
and/or any agency acting on its (or their) behalf, which shall also be bound by
the terms of this Agreement. Please read very carefully these Terms and
Conditions.
These terms and
conditions apply for all advertising program known as "Alliance Partner
Links".
1.
Uses; Partner Sites. You agree
that your ads may be placed on (i) any site owned or operated by ISCEA (a
"ISCEA Web Site") or (ii) unless you opt out of the syndication
program, on any site owned by a third party (a "Partner") with which
ISCEA has an agreement to place the ads ("Partner Site"). ISCEA
reserves the right to, and in its sole discretion may, at any time review, reject,
modify, or remove any ad. The Partners may also have certain rights allowing
them to reject, modify or withdraw ads placed under this Agreement. No
liability of ISCEA and/or any Partner shall result from any such decision. If
ISCEA reject or remove the ad, 100% of the prorated unconsumed service fee will
be returned.
2.
Communications Solely With ISCEA. Even if
your ad(s) are placed on Partner Site(s) by ISCEA, you agree to direct to
ISCEA, and not to any Partner, any communication regarding your ad(s) on any
Partner Site.
3.
ISCEA reserve the right to modify the placement of the ad in
the
www.iscea.com site at any time.
4.
Parties' Responsibilities. You are responsible
for knowing the contents of the material in your site. You are solely
responsible for the content of your ads, including URL links. ISCEA is not
responsible for anything regarding your Web site(s) including, but not limited
to, maintenance of your Web site(s), order entry, customer service, payment
processing, shipping, cancellations or returns.
5.
Prohibited Uses. ISCEA strictly prohibits
using the ISCEA Web Site or any Partner Site(s) (i) to generate fraudulent
impressions of or fraudulent clicks on Advertiser's ad(s) or third-party ad(s),
including but not limited to using robots or other automated query tools and/or
computer generated search requests, and/or the fraudulent use of other search
engine optimization services and/or software; (ii) to advertise substances,
services, products or materials that are illegal in any state or country where
the ad is displayed; (iii) in any way that violates any policy posted on the
ISCEA Web Site, as revised from time to time; or (iv) to engage in any other
illegal or fraudulent business practice under the laws of any state or country
where the ad is displayed. You may not include links to any Web site(s) as part
of your ad, unless the content found at such site(s) is relevant to your
Target(s). You may not run multiple ads linking to the same or similar site on
the same search results page. Violation of these policies may result in
immediate termination of this Agreement without notice, and may subject you to
state and federal penalties and other legal consequences. Your site can not
promote CPIM and CSCM review classes.
6.
Termination; Cancellation. ISCEA may
at any time, in its sole discretion, terminate the Program, terminate this
Agreement, or cancel any ad(s) or your use of any Target. Except as set forth in
Section 5 above or unless ISCEA has previously canceled or terminated your use
of the Program, ISCEA will notify you via email of any such termination or
cancellation, which shall be effective immediately. You may cancel or delete
any ad and/or terminate this Agreement by canceling or deleting all ads
hereunder, with or without cause at any time.
7.
Confidentiality. Each party agrees not to
disclose Confidential Information of the other party without prior written
consent except as provided herein. "Confidential Information"
includes (i) ads, prior to publication, (ii) submissions or modifications
relating to any advertising campaign, (iii) clickthrough rates or other
statistics (except in an aggregated form that includes no identifiable
information about you), and (iv) any other information designated in writing as
"Confidential." It does not include information that has become
publicly known through no breach by a party, or has been (i) independently
developed without access to the other party's Confidential Information; (ii)
rightfully received from a third party; or (iii) required to be disclosed by
law or by a governmental authority.
8.
No Guarantee. ISCEA makes no guarantee
regarding the levels of referrals or clicks for any ad on its site or those of
its Partners. ISCEA may offer the same Target to more than one advertiser.
9.
No Warranty. ISCEA MAKES NO WARRANTY, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER
SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
10. Limitations
of Liability; Force Majeure. In no event shall ISCEA or any Partner be liable for
any act or omission, or any event directly or indirectly resulting from any act
or omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR
THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN
NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY AND (ii) ISCEA'S AGGREGATE LIABILITY TO
ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO
ISCEA BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party
acknowledges that the other party has entered into this Agreement relying on
the limitations of liability stated herein and that those limitations are an
essential basis of the bargain between the parties. Without limiting the
foregoing and except for payment obligations, neither party shall have any
liability for any failure or delay resulting from any condition beyond the
reasonable control of such party, including but not limited to governmental
action or acts of terrorism, earthquake or other acts of God, labor conditions,
and power failures.
11. Payment. You agree
to pay all applicable charges under this Agreement, including any applicable
taxes or charges imposed by any government entity in advance basis to ISCEA. If
the payment is not received on the due date ISCEA will take the LINK down and
notify you via E-Mail. No other type of payment agreement is accepted by ISCEA,
unless agreed to by ISCEA in writing. Check, Master Card, Visa or American
Express are the only acceptable methods of payment. Revenue sharing program partners
will pay the agreed referral fee, later of, 15 days from collection of fees or
completion of the class.
12. Representations
and Warranties. You represent and warrant that (a) all of the information
provided by you to ISCEA to enroll in the Program is correct and current; (b)
you hold all rights to permit ISCEA and any Partner(s) to use, reproduce,
display, transmit and distribute ("Use") your ad(s); and (c) ISCEA's
and any Partner(s) Use, your Target(s), and any site(s) linked to, and products
or services to which users are directed, will not, in any state or country
where the ad is displayed (i) violate any criminal laws or third party rights
giving rise to civil liability, including but not limited to trademark rights
or rights relating to the performance of music; or (ii) encourage conduct that
would violate any criminal or civil law. You further represent and warrant that
any Web site linked to your ad(s) (i) complies with all laws and regulations in
any state or country where the ad is displayed; (ii) does not breach and has
not breached any duty toward or rights of any person or entity including,
without limitation, rights of publicity or privacy, or rights or duties under
consumer protection, product liability, tort, or contract theories; and (iii)
is not false, misleading, defamatory, libelous, slanderous or threatening.
13. Your
Obligation to Indemnify. You agree to indemnify, defend and hold ISCEA, its
agents, affiliates, subsidiaries, directors, officers, employees, and
applicable third parties (e.g., all relevant Partner(s), licensors, licensees,
consultants and contractors) ("Indemnified Person(s)") harmless from
and against any and all third party claims, liability, loss, and expense
(including damage awards, settlement amounts, and reasonable legal fees),
brought against any Indemnified Person(s), arising out of, related to or which
may arise from your use of the Program, your Web site, and/or your breach of
any term of this Agreement. Customer understands and agrees that each Partner,
as defined herein, has the right to assert and enforce its rights under this
Section directly on its own behalf as a third party beneficiary.
14. Information
Rights. ISCEA may retain and use for its own purposes all
information you provide, including but not limited to Targets, URLs, the
content of ads, and contact and billing information. ISCEA may share aggregate
(i.e., not personally identifiable) information about you with advertisers,
business partners, including syndication Partners, sponsors, and other third
parties.
15. Miscellaneous. Any
decision made by ISCEA under this Agreement shall be final. ISCEA shall have no
liability for any such decision. You will be responsible for all reasonable expenses
(including attorneys' fees) incurred by ISCEA in collecting unpaid amounts
under this Agreement. This Agreement shall be governed by the laws of Ohio,
except for its conflicts of laws principles. Any dispute or claim arising out
of or in connection with this Agreement shall be adjudicated in Cuyahoga
County, Ohio. This constitutes the entire agreement between the parties with
respect to the subject matter hereof. Any modifications to this Agreement must
be made in a writing executed by both parties. The waiver of any breach or
default of this Agreement will not constitute a waiver of any subsequent breach
or default. If any provision herein is held unenforceable, then such provision
will be modified to reflect the parties' intention, and the remaining
provisions of this Agreement will remain in full force and effect. Advertiser
may not resell, assign, or transfer any of its rights hereunder. Any such
attempt may result in termination of this Agreement, without liability to
ISCEA. The relationship(s) between ISCEA and the "Alliance Partner"
is not one of a legal partnership relationship, but is one of independent
contractors. This Agreement shall be construed as if both parties jointly wrote
it.
______________________________________ ________________________________________
For Supply Chain Education Alliance For Alliance Partner
Name:
_______________________________ Name: __________________________________
Title:
_________________________________ Title:
___________________________________
Date: __________________________________ Date:
___________________________________