Program Partner Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, “YOURS”) AND JPR
CAPITAL GROUP INC. (“JPR CAPITAL”, "we”, "us," and "our"),
AND BY SUBMITTING AN APPLICATION TO THE JPR CAPITAL PARTNER PROGRAM, YOU
ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THAT IF JPR CAPITAL APPROVES YOUR APPLICATION YOU
AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION
HEREIN.
Overview.
The purpose of this Agreement is to allow HTML linking between your web
site and JPR CAPITAL’s web site. This Program Partner Agreement (“Agreement”)
contains the complete terms and conditions that shall apply to you as
a Program Partner in JPR CAPITAL’s Partner Program.
1. Definitions. As used in the Agreement, these terms are defined as follows:
“Action” shall have the meaning set forth in Section 13.
“AAA”, “Demand” and “Dispute” shall have the meanings
set forth in Section 16(d).
“Confidential Information” shall have the meaning set forth in
Section 11.
“Disclosing Party” and “Receiving Party” shall have the
meanings set forth in Section 11.
“End User Click-through” shall mean the event caused by an End
User clicking or otherwise activating a Link. Typically, this will result
in the link to and display of a page on the JPR CAPITAL Site.
“End User” means a person or entity that visits the Program Partner
Site.
“Effective Date” means the date your Program Partner Application
is approved by JPR CAPITAL.
“JPR CAPITAL Marks” shall have the meaning set forth in Section
3.
“JPR CAPITAL Partner Program” (the “Program”) means the services
provided by JPR CAPITAL to Program Partners allowing the use of the Links.
“JPR CAPITALLinks” (the “Links”) means a Link or Links provided
by JPR CAPITAL to Program Partners solely for use within the Program.
“JPR CAPITALSite” shall mean JPR CAPITAL’s web site located at
<http://www.etrade.com> (or any replacement or successor address).
“Indemnitor” and “Indemnitee” shall have the meanings set
forth in Section 13.
“Link” means a visible graphic (“Graphic Link”) or textual indication
(“Text Link”) located within a web site which, when selected by an End
User, directs the End User’s Internet browser connection to a specified
page or file on the same or any other web site via a uniform resource
locator (URL) (whether perceptible or not) and which establishes a direct
connection between the browser and the specified page.
“Program Partner” means a person (natural or otherwise) with an
existing web site whose Program Partner Application is approved by JPR
CAPITAL. Program Partners are subject at all times to the terms and conditions
of this Agreement.
“Program Partner Site” (“Site”) is the Program Partner’s web site
located at the URL indicated in the Program Partner Application.
“Program Partner Application” (“Partner Application”) shall mean
the Application provided by JPR CAPITAL that you are required to complete
and submit before being considered for inclusion in the Program.
“Payment Period” shall mean any calendar quarter within the term
of the Program Partner Agreement
“Content Site” shall mean the Password Protected web site made
available to Program Partners for accessing information about the number
of End User Click-throughs generated on their Program Partner Site through
JPR CAPITALLinks, and where JPR CAPITALLinks are made available for Program
Partners’ use.
2. License of JPR CAPITALLinks.
a) License Grant of JPR CAPITALLinks. Subject to all the terms
and conditions of this Agreement, JPR CAPITAL hereby grants to Program
Partner a restricted, non-exclusive, non-transferable, non-sublicensable,
world-wide license to use and publicly display, and to reproduce only
to the extent necessary to use and publicly display, the JPR CAPITALLinks
as set forth on the Content Site and made available from time to time
by JPR CAPITAL, solely for their receipt, access, use and viewing in the
manner described herein. JPR CAPITAL retains all rights, title, and interest
in and to all of the copyrights, patent rights, trademark rights and other
proprietary rights thereto pursuant to this Agreement.
b) JPR CAPITALLinks License Restrictions. In addition to any other
restrictions herein on the use of the JPR CAPITALLinks, Program Partner
agrees to the following: (i) Program Partner shall not access, transmit,
display or otherwise make available (or allow End Users or any other third
party to transmit or make available) JPR CAPITALLinks to any third party,
except as explicitly provided herein; (ii) Program Partner shall not alter,
delete or modify any attributions included within the JPR CAPITALLinks;
(iii) JPR CAPITAL shall have the right, in its reasonable discretion and
upon notice to Program Partner, to require Program Partner immediately
to cease any and all use of any particular JPR CAPITALLinks, and; (iv)
Program Partner may not impose any separate charges or fees for use or
access to the JPR CAPITALLinks.
3. License of JPR CAPITAL Marks
a) License Grant of JPR CAPITAL Marks. Subject to all the terms
and conditions of this Agreement, JPR CAPITAL hereby grants Program Partner
a nonexclusive, non-transferable, non-sublicensable license to use the
JPR CAPITAL Marks solely on the Program Partner Site and solely in connection
with this Agreement. “JPR CAPITAL Marks” shall mean solely the JPR CAPITAL
name and logo specified in Exhibit A hereto; provided, however, that JPR
CAPITAL, in its sole discretion from time to time, may change the appearance
and/or style of the JPR CAPITAL Mark or add or subtract from the list
in Exhibit A, provided that unless required earlier by a court order or
to avoid potential infringement liability, Program Partner shall have
fourteen (14) days’ notice to implement any such changes. Program Partner
hereby acknowledges and agrees that (i) the JPR CAPITAL Marks are owned
solely and exclusively by JPR CAPITAL or its subsidiaries, (ii) except
as set forth herein, the Program Partner has no rights, title or interest
in or to the JPR CAPITAL Marks and (iii) all use of the JPR CAPITAL Marks
by Program Partner shall inure to the benefit of JPR CAPITAL and its subsidiaries.
Program Partner agrees not to apply for registration of the JPR CAPITAL
Marks (or any mark confusingly similar thereto) anywhere in the world.
Program Partner agrees that it shall not engage, participate or otherwise
become involved in any activity or course of action that diminishes and/or
tarnishes the image and/or reputation of JPR CAPITAL or of any JPR CAPITAL
Mark.
b) Use and Display of JPR CAPITAL Marks. Program Partner acknowledges
and agrees that the presentation and image of JPR CAPITAL marks should
be uniform and consistent with respect to all services, activities and
products associated with the JPR CAPITAL Marks. Accordingly, Program Partner
agrees to use the JPR CAPITAL Marks solely in the manner in which JPR
CAPITAL shall specify from time to time in JPR CAPITAL ‘s sole discretion.
All usage by Program Partner of the JPR CAPITAL Marks shall include the
trademark symbol and shall be in the following form: [JPR CAPITAL Mark].
All literature and materials printed, distributed or electronically transmitted
by Program Partner and containing the JPR CAPITAL Marks shall include
the following notice:
[JPR CAPITAL Mark] is a [registered] trademark of JPR CAPITAL Securities,
Inc.
4. Enrollment in the JPR CAPITAL Partner Program
You may submit a completed Program Partner Application located on the
JPR CAPITAL Site, via the JPR CAPITAL Site. JPR CAPITAL will evaluate
your submitted application in good faith and will notify you of your acceptance
or rejection into the Partner Program in a timely manner following receipt
of your completed application. JPR CAPITAL may reject your application
if you are in the process of registering with the SEC, or do not currently
have a Privacy Policy on your web site. JPR CAPITAL may reject your application
if JPR CAPITAL in its sole discretion determines that your site is unsuitable
for the JPR CAPITAL Partner Program for any reason, including, but not
limited to, inclusion of content that is in any way unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically,
or otherwise inappropriate or objectionable. If JPR CAPITAL rejects your
application, you are welcome to reapply to the Partner Program at any
time.
5. Promotion of the JPR CAPITAL Partner Program Relationship
As a Program Partner, you may display the JPR CAPITALLinks provided by
JPR CAPITAL as often and in as many areas on your site as you desire,
subject to the terms and conditions hereof. The Links will serve to identify
your site as a member of the JPR CAPITAL Partner Program and will establish
a link from your Program Partner Site to the JPR CAPITALSite.
6. Program Partner Obligations, Rights and Responsibilities
Program Partner Obligations:
a) Program Partner shall cooperate fully with JPR CAPITAL in order to
establish and maintain JPR CAPITALLinks on the Program Partner Site, and
shall display the Links and their associated graphic images prominently
on the Site.
b) Program Partner shall display on its Site only those graphic images
indicating an JPR CAPITALLink provided by JPR CAPITAL, and Program Partner
shall substitute such images with any new images provided by JPR CAPITAL
from time to time throughout the term of this Agreement.
c) Program Partner shall make no representations regarding the association
of JPR CAPITAL or its subcontractors with Program Partner.
d) In the event Program Partner’s participation in the Program is terminated
for any reason, Program Partner shall remove all JPR CAPITAL Links from
its Site within forty-eight (48) hours’ notice of termination.
Program Partner Representations and Warranties: Program Partner represents
that the information in its Program Partner Application (or other information
provided to JPR CAPITAL at its request) is accurate and truthful. Program
Partner represents and warrants that it has the full and legal power and
authority to enter into this Agreement, and to grant the rights granted
hereunder without encumbrances, and/or to perform such party's obligations
hereunder. Program Partner further represents that its entry into this
Agreement does not violate any other agreement by which such party is
bound. Program Partner represents and warrants that Program Partner, its
affiliates, employees, agents and sub-contractors will not (i) describe
the JPR CAPITAL services (other than disseminating or posting promotional
or advertising materials approved in advance and provided by JPR CAPITAL;
(ii) recommend or endorse specific securities; (iii) become involved in
the financial services offered by JPR CAPITAL, including without limitation,
by (A) opening, approving, maintaining, administering, or closing customer
brokerage accounts with JPR CAPITAL; (B) soliciting, processing, or facilitating
securities transactions relating to customer brokerage accounts with JPR
CAPITAL; (C) extending credits to any customer for the purpose of purchasing
securities through or carrying securities with JPR CAPITAL; (D) answering
JPR CAPITAL customer inquiries or engaging in negotiations involving brokerage
accounts or securities transactions; (E) accepting customer securities
orders, selecting among broker-dealers or routing orders to markets for
JPR CAPITAL execution; (F) handling funds or securities of JPR CAPITAL
customers, or effecting clearance or settlement of customer securities
trades; or (G) resolving or attempting to resolve any problems, discrepancies,
or disputes involving JPR CAPITAL customer accounts or related transactions.
Program Partner acknowledges that engaging in any of the above activities
may subject Program Partner to broker-dealer and/or investment advisor
registration requirements under the Securities Exchange Act of 1934, the
Investment Advisors Act of 1940, and applicable state law. Program Partner
represents and warrants that in its performance hereunder it shall obey
all applicable laws, regulations and rules of any government body or agency
or other competent authority. Program Partner hereby represents, warrants
and acknowledges that, as of the Effective Date and through the term of
this Agreement, that it is and will remain in compliance with the provisions
of Section 17 of the Securities Act of 1933, as amended, and that to the
extent that Program Partner publishes or circulates any advertisement,
article, letter or communication which describes a security for sale,
Program Partner shall disclose the nature and amount of any consideration
received, or to be received, by Program Partner from the issuer of the
securities. Program Partner hereby represents and warrants that Program
Partner or its subsidiaries, parent or sister companies or other entities
under common control, are not engaged in the business of a broker-dealer
or an investment adviser and to the extent required to register, Program
Partner is duly registered as a broker-dealer and/or investment advisor
with the Securities and Exchange Commission, a self-regulatory organization
and the applicable states. Program Partner further warrants that if, in
the reasonable business judgment of JPR CAPITAL, an unreasonable number
of clicks have occurred on Program Partners Site during any period of
time, then JPR CAPITAL shall have the right to examine Program Partner’s
records to the extent necessary to determine whether any fraudulent activity
has occurred concerning the Partner Program.
7. JPR CAPITAL Obligations, Rights and Responsibilities.
JPR CAPITAL Obligations:
a) JPR CAPITAL shall provide and maintain to the best of its ability one
or more Links for use on Program Partner Sites. In its sole discretion,
JPR CAPITAL may modify and/or expand the Links from time to time throughout
the term of this Agreement.
b) JPR CAPITAL shall provide all information and technology necessary
for Program Partners youto make use of them Links, and shall provide limited
customer service to Program Partners concerning the services described
herein.
c) JPR CAPITAL shall track the number of End User Click-throughs originating
from Program Partner Sites. JPR CAPITAL shall make said tracking information
available by providing each Program Partner with a password to access
said information for its own Program Partner Site on-line.
d) Except as expressly provided herein, no other right or license with
respect to any copyrights, patents, trademarks or other proprietary rights
is granted under this Agreement. All rights not expressly granted hereunder
by JPR CAPITAL are expressly reserved to JPR CAPITAL.
JPR CAPITAL Representations and Warranties: JPR CAPITAL represents and
warrants that it has the right and authority to enter into this Agreement
and to grant to Program Partner the rights in the JPR CAPITALLinks granted
hereunder. JPR CAPITAL represents and warrants that JPR CAPITALLinks will
connect End Users of your Site to JPR CAPITAL and will not otherwise alter
the look, feel, or functionality of your Site. JPR CAPITAL does not represent
or warrant that the Links will be available for use at all times. JPR
CAPITAL represents and warrants that in its performance hereunder it shall
obey all applicable laws, regulations and rules of any government body
or agency or other competent authority.
8. Compensation.
Subject to the terms and conditions of this Agreement, Program Partners
shall be paid once each calendar quarter, beginning with that quarter
within which the Program Partner Agreement is approved. JPR CAPITAL shall
pay ProgramPartner one cent ($.04) per End User Click-through originating
from an JPR CAPITALLink on the Program Partner Site. JPR Capital will
also pay $5.00 for a completed application that generates a qualified
lead. JPR Capital will pay an additional $100 if the account is funded
and $100 per month for an additional 11 months as long as the funded account
remains “active” (“active” means 100 trades per month).An additional bonus
payment of $500 will be made if the account remains “active” for one year.Payment
shall occur within thirty (30) days from the end of each quarter. Notwithstanding
the above, for each quarter that Program Partner does not earn at least
Twenty Five Dollars ($25.00) pursuant to the above Fee schedule, JPR CAPITAL
shall not issue any payment for that quarter, but shall credit any amount
earned in that quarter to the next quarter.
9. Fraud and Fraudulent Activity
JPR CAPITAL shall have no obligation to pay Program Partner for End User
Click-throughs if it is determined in good faith by JPR CAPITAL or its
subcontractors that there has been fraudulent activity on the Program
Partner Site. Fraudulent activity shall include, without limitation, End
User Click-throughs generated when an End User repeatedly clicks on the
JPR CAPITALLinks within a finite period of time without intending to avail
itself of the information or services listed on the JPR CAPITALSite, or
by a bot, macro program, Internet agent or any other automated means,
or that are otherwise not End User Click-throughs, such determination
to be made in good faith by JPR CAPITAL.
10. Ownership.
Each party or their respective licensors and third party information and
content providers retain all rights, title and interest in and to all
of the information, content, data, designs, materials and all copyrights,
patent rights, trademark rights and other proprietary rights thereto provided
by it pursuant to this Agreement. Except as expressly provided herein,
no other right or license is granted under this Agreement. All rights
not expressly granted hereunder by a party are expressly reserved to such
party and its licensors and information and content providers.
11. Confidentiality.
Each party (“Receiving Party”) agrees to keep confidential and not disclose
or use except in performance of its obligations under this Agreement,
confidential or proprietary information related to the other party’s (“Disclosing
Party”) technology or business that the Receiving Party learns in connection
with this Agreement and any other information received from the other,
including without limitation, to the extent previously, currently or subsequently
disclosed to the Receiving Party hereunder or otherwise: information relating
to products or technology of the Disclosing Party or the properties, composition,
structure, use or processing thereof, or systems therefor, or to the Disclosing
Party’s business (including, without limitation, computer programs, code,
algorithms, schematics, data, know-how, processes, ideas, inventions (whether
patentable or not), names and expertise of employees and consultants,
all information relating to customers and customer transactions and other
technical, business, financial, customer and product development plans,
forecasts, strategies and information), all of the foregoing, “Confidential
Information”). Neither party shall disclose the terms of this Agreement
to any third party without the prior written consent of the other party.
Each party shall use reasonable precautions to protect the other’s Confidential
Information and employ at least those precautions that such party employs
to protect its own confidential or proprietary information. “Confidential
Information” shall not include information the Receiving Party can document
(a) is in or (through no improper action or inaction by the Receiving
Party or any affiliate, agent or employee) enters the public domain (and
is readily available without substantial effort), or (b) was rightfully
in its possession or known by it prior to receipt from the Disclosing
Party, or (c) was rightfully disclosed to it by another person without
restriction, or (d) was independently developed by it by persons without
access to such information and without use of any Confidential Information
of the Disclosing Party. Each party, with prior written notice to the
Disclosing Party, may disclose such Confidential Information to the minimum
extent possible that is required to be disclosed to a governmental entity
or agency in connection with seeking any governmental or regulatory approval,
or pursuant to the lawful requirement or request of a governmental entity
or agency (including a court order or subpoena), provided that reasonable
measures are taken to guard against further disclosure, including without
limitation, seeking appropriate confidential treatment or a protective
order, or assisting the other party to do so.
The Receiving Party acknowledges and agrees that due to the unique nature
of the Disclosing Party’s Confidential Information, there may be no adequate
remedy at law for any breach of its obligations hereunder, that any such
breach may allow the Receiving Party or third parties to unfairly compete
with the Disclosing Party resulting in irreparable harm to the Disclosing
Party, and therefore, that upon any such breach or any threat thereof,
the Disclosing Party shall be entitled to appropriate equitable relief
in addition to whatever remedies it might have at law, and to be indemnified
by the Receiving Party from any loss or harm, including without limitation,
lost profits and attorney’s fees, in connection with any breach or enforcement
of the Receiving Party’s obligations hereunder or the unauthorized use
or release of any such Confidential Information. The Receiving Party will
notify the Disclosing Party in writing immediately upon the occurrence
of any such unauthorized release or other breach. Any breach of this Section
will constitute a material breach of this Agreement.
12. Term and Termination.
a) Term. Unless terminated earlier as provided herein, this Agreement
shall commence on the Effective Date and shall remain in full force and
effect until one party notifies the other party in writing of its intent
to terminate.
b) Termination. Either party may terminate this Agreement immediately
upon written notice to the other party, at any time and without cause.
c) Termination Not the Sole Remedy. Termination is not the sole remedy
under this Agreement and, whether or not termination is effected, all
other remedies shall remain available.
d) Liability. Neither party shall incur any liability whatsoever for any
damage, loss or expense of any kind suffered or incurred by the other
(or for any compensation to the other) arising from or incident to any
termination of this Agreement by such party which complies with the terms
of this Agreement whether or not such party is aware of any such damage,
loss or expense.
13. Indemnification. Each party (the "Indemnitor")
shall defend or settle at its expense any claim or suit, including without
limitation any proceeding, investigation or claim (an “Action”)
against the other party, each of its affiliates, directors, officers,
agents, employees and sublicensees (the "Indemnitee")
to the fullest extent permitted by law arising out of or in connection
with: (a) an assertion that the information, content or other materials
or services provided or made available by the Indemnitor or the use thereof
as specifically authorized by the Indemnitor, infringe any copyright or
trademark rights of any third party, or are a misappropriation of any
third party’s trade secret, or contain any libelous, defamatory, disparaging,
pornographic or obscene materials; (b) any breach by Indemnitor or its
obligations, representations and warranties under this Agreement; (c)
any content on Indemnitor’s site, or statements made by Indemnitor within
the Indemnitor's Internet Site or through other media; or (d) any distribution
of promotional or advertising materials by Program Partner on behalf of
JPR CAPITAL, not approved in advance by JPR CAPITAL. The Indemnitor shall
indemnify and hold harmless the Indemnitee from and against any and all
damages, costs, liabilities and attorneys’ fees, incurred in defending
and/or resolving such Action; provided that (a) the Indemnitor is promptly
notified in writing of such Action, (b) the Indemnitor shall have the
sole control of the defense and/or settlement thereof, (c) the Indemnitee
furnishes to the Indemnitor, on request, information available to the
Indemnitee for such defense, and (d) the Indemnitee cooperates in any
defense and/or settlement thereof as long as the Indemnitor pays all of
the Indemnitee’s reasonable out of pocket expenses and attorneys’ fees.
The Indemnitee shall not admit any such Action or any allegations made
in such Action without the prior written consent of the Indemnitor.
14. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER
PARTY MAKES ANY WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO ANY
INFORMATION, CONTENT OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY
IT HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
15. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN,
AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER
PARTY SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT
OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST
DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE LIMITATIONS
IN THIS SECTION SHALL NOT APPLY TO ANY BREACH OF SECTION 11 OR TO EITHER
PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.
16. Miscellaneous.
a) Assignments. Neither this Agreement nor any rights, licenses
or obligations hereunder, may be assigned by either party without the
prior written consent of the non-assigning party, where such approval
may not be unreasonably withheld or denied. Notwithstanding the foregoing,
(i) either party may assign this Agreement to any acquiror of all or of
substantially all of such party’s equity securities, assets or business
related to the subject matter of this Agreement, and (ii) JPR CAPITAL
may assign this Agreement to any entity controlled by, controlling or
under common control with JPR CAPITAL, without the prior approval of Program
Partner. Any attempted assignment in violation of this Agreement shall
be void and without effect. Subject to the foregoing, this Agreement will
benefit and bind the parties’ successors and assigns.
b) Relationship of the Parties. The parties hereto expressly understand
and agree that each party is an independent contractor in the performance
of each and every part of this Agreement, and that each party is solely
responsible for all of its employees and agents and its labor costs and
expenses arising in connection therewith. Neither party nor its agents
or employees are the representatives of the other party for any purpose
and neither party has the power or authority as agent, employee or any
other capacity to represent, act for, bind or otherwise create or assume
any obligation on behalf of the other party for any purpose whatsoever.
c) Notices. Notices under this Agreement shall be sufficient only
if in writing, personally delivered, delivered by a major commercial rapid
delivery courier service, mailed, postage or charges prepaid, by certified
or registered mail, return receipt requested, or via electronic mail,
to a party at its addresses set forth on the Program Partner Application
or as amended by notice pursuant to this Section. If not received sooner,
notice by mail shall be deemed received five (5) days after deposit in
the U.S. mails.
d) Dispute Resolution. The parties will act in good faith and use
commercially reasonable efforts to promptly resolve any claim, dispute,
controversy or disagreement (each a “Dispute”) between the parties or
any of their respective subsidiaries, affiliates, successors or assigns
under or related to this Agreement or any document executed pursuant to
this Agreement or any of the transactions contemplated hereby.
Except for Disputes relating to issues of proprietary rights, including
but not limited to intellectual property and confidentiality, and except
that either party may seek injunctive or other equitable relief from a
court, any Dispute will be governed exclusively and finally by arbitration.
Such arbitration will be conducted by the American Arbitration Association
(“AAA”) in San Francisco, California and will be initiated and conducted
in accordance with the Commercial Arbitration Rules of the AAA, as such
rules are in effect on the date of delivery of a demand for arbitration
(“Demand”), except to the extent that such rules are inconsistent with
the provisions set forth herein.
e) Applicable Law; Attorneys’ Fees. This Agreement shall be governed
by and construed in accordance with the laws of the State of California
without reference to conflict of law principles thereof. In any action
to enforce this Agreement the prevailing party shall be entitled to costs
and reasonable attorneys’ fees.
f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, supersedes
all prior discussions, documents, agreements and prior course of dealing,
and shall not be effective until your completed, submitted Program Partner
Application is approved by JPR CAPITAL.
g) Amendment and Waiver. Except as otherwise expressly provided
herein, any provision of this Agreement may be amended or modified and
the observance of any provision of this Agreement may be waived (either
generally or any particular instance and either retroactively or prospectively)
only with the written consent of the parties. The failure of either party
to enforce its rights under this Agreement at any time for any period
shall not be construed as a waiver of such rights.
h) Severability. In the event that any of the provisions of this
Agreement shall be held by a court or other tribunal of competent jurisdiction
to be unenforceable, such provisions shall be limited or eliminated to
the minimum extent necessary so that this Agreement shall otherwise remain
in full force and effect and enforceable.
i) Publicity. Any press releases or publicity relating to this
Agreement shall be approved by both Program Partner and JPR CAPITAL and
no publicity shall be released without such prior written approval, unless
otherwise required by law.
j) Survival of Terms.
Except to the extent expressly provided to the contrary in this Agreement,
any rights to accrued payments, any right of action for breach of the
Agreement prior to termination, and the following provisions shall survive
the termination of this Agreement: Sections 10, 11, 13, 14, 15, 16d, 16e,
and 16i. Furthermore, immediately upon termination or expiration of this
Agreement the licenses in Sections 1 and 2 hereof shall cease.
k) Headings. Headings and captions are for convenience only and
are not to be used in the interpretation of this Agreement.
l) Further Assurances. Each of the parties hereto agrees to execute
and deliver, or cause to be executed and delivered, all such instruments,
and to take all such action as the other party may reasonably request
in order to effectuate the intent and purposes of, and to carry out the
terms of this Agreement.
m) Program Partner understands and agrees that some of the services
and support to be provided hereunder shall be supplied by subcontractors
of JPR CAPITAL, and further acknowledges that any third party subcontractor
providing services and support HEREUNDER is not an agent OR REPRESENTATIVE
of JPR CAPITAL, AND THAT SAID THIRD PARTY SUBCONTRACTOR shall have no
authority to bind JPR CAPITAL, and that JPR CAPITAL shall incur no liability
whatsoever for damages caused by such third party SUBCONTRACTOR in performance
of those services regardless of the nature of the damages or the legal
theory presented, including contract, tort, strict liability, or other
legal or equitable theory.
n) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY
AND WARRANTY DISCLAIMER PROVISIONS OF THIS OFFER. YOU UNDERSTAND THAT
YOUR SIGNING OF THIS DOCUMENT IN NO WAY CONSTITUTES AN AGREEMENT WITH
JPR CAPITAL, THAT SUBMISSION OF AN APPLICATION TO BECOME A PROGRAM PARTNER
CONSTITUTES AN OFFER AND THAT JPR CAPITAL RESERVES THE RIGHT TO REJECT
ANY OFFERS SUBMITTED FOR ANY REASON OR FOR NO REASON WHATSOEVER.
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