Alliance Terms of Use

Commonwealth Capital, LLC
Alliance Terms of Use Agreement
For
“Director Alliances & Enterprise Alliances”

This Terms of Use Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Commonwealth Capital Alliance Program.

Terminology: Commonwealth Capital’s Alliance Program the “Program.” This Alliance Terms of Use Agreement, “Agreement”, is made between Alliance Applicant, the “Applicant,” “Alliance,” “Alliance Program Member,” “Alliance Agent” “Alliance,” “Director Alliance,” “Enterprise Alliance,” “Agent,” “You,” “Your,” or “Yourself,” and Commonwealth Capital, LLC or any of its subsidiary companies or operating divisions, “Commonwealth,” “Commonwealth Capital,” “Company,” “We,” “Us,” or “Our” collectively known as the “Parties.” “End User” means a purchaser, client, or customer of an Alliance or Commonwealth Capital. A “Product” is any product or service, including SaaS, listed on our site that is fulfilled by us or any product sold by a third party seller on our site. A “Third Party” is any company that provides a product or service to Commonwealth Capital, in regards to Commonwealth Capital acting as a reseller, wholesaler or as a distributor. A “Site” can mean singular and/or plural and our website(s) or your website(s), referenced in context.

Term of Agreement: The term of this Agreement will begin upon your acceptance of the Alliance Terms of Use Agreement (this text). This Agreement will end when terminated by either the Alliance or Commonwealth Capital LLC. Either party may terminate this Agreement at any time, with or without reason, by giving the other party suitable notice of termination. Any breach of any provision of this Agreement by either party will constitute immediate termination on the date of the activity that constituted the breach.

Alliance Advertisement and Promotion: Alliance may not advertise or promote Commonwealth Capital or any of its products or services by any illegal or unethical means. Commonwealth Capital, LLC will make the final decision as to what constitutes an unauthorized method of advertisement. Alliances who use these methods to promote Commonwealth Capital LLC’s Products will be terminated without notice and those actions will be considered a breach of this Agreement.
Examples of unauthorized and prohibited advertising or promotional methods include, but are not necessarily limited to:

Spam or by unsolicited e-mail;
Cross posting on Usenet Newsgroups;
Promotion from an Adult, Hate, Misleading, or Obscene web site;
Advertising or Promotion, which misrepresents Commonwealth Capital LLC’s products or services;
Advertising or Promotion, which promotes violence;
Advertising or Promotion, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Advertising or Promotion, which promotes illegal activities;
Advertising or Promotion, which otherwise violate intellectual property rights.

Alliance Compensation

All Director and Enterprise Alliances are compensated directly by the companies they introduce, promote and build through our corporate engineering portal. Commonwealth Capital, LLC et al, does not compensate any Alliance for any activity related to its corporate engineering portal(s), its venture capital funds or otherwise.

Links on your Site(s) to our Site: Once you have been notified that you or your company has been accepted into the Program, you or your company may provide on your site(s) one or more of the following types of links to our site, or other sites as directed “Links.” You may select one or more links to list on your site. We will provide you with instructional guidelines and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and commission accrual, we will provide you with special “tagged” link format(s) to be used in all links between your site and our site. You must ensure that each of the link(s) between your site(s) and our site properly utilizes such formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize link formats are referred to as “Commonwealth Capital” links. You will earn commissions only with respect to activity on our site occurring directly through Commonwealth Capital et al links; we will not be liable to you with respect to any failure by you to use Commonwealth Capital et al links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Alliance Program and placing any of the above links within your site, Commonwealth Capital et al may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Commonwealth Capital program constitutes your specific and unconditional consent to and authorization for Commonwealth ’s access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Commonwealth’s Privacy Notice.

Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Commonwealth Capital et al sites; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the Commonwealth Capital site; and (g) promptly delete any Content that is no longer displayed on the Commonwealth Capital site or that we notify you is no longer available for an Alliance’s use.

Identifying Yourself as an Alliance: You may not issue any press release with respect to this Agreement or your participation in the Alliance Program without prior written permission from Commonwealth Capital; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as an Alliance Program participant. You may display our pre-approved logos or any phrases on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement, (including by expressing or implying that Commonwealth Capital supports, sponsors, endorses, or contributes money to any charity or other cause).

Limited License: We grant you a nonexclusive, revocable right to use the graphic image and text for which we grant express permission, solely for the purpose of identifying your site as an Alliance and to assist in generating leads into our portals. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. Termination of this agreement by either Party shall revoke your limited license.

Responsibility for your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for, but not necessarily limited to:

The technical operation of your site and all related equipment;
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
Ensuring that materials posted on your site are not libelous or otherwise illegal; and
Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.

Non-Circumvent and Non-Disclosure. WHEREAS, Alliance hereto contemplates entering into or participating in one or more business transactions concurrently herewith and/or hereafter with Commonwealth Capital, el al during the term of this Agreement. WHEREAS, Alliance recognizes that, in the transaction of such business, Alliance may learn from Commonwealth Capital (including Alliances) the identity, address, telephone numbers and other information of customers, clients, agents, brokers, buyers, sellers, financiers, investors, consultants, experts, and/or bank accounts, transaction codes, software codes, capital sources, participating investment and commercial banks and/or entities, instructional manuals video and or audio files, E-books, policies and procedural manuals, training manuals, terms of use and privacy statements, any other statements or agreements, document production templates, links to informational sources and other intellectual property, (hereafter referred to as “confidential information”), which Commonwealth Capital has acquired through years of investment in time, expense, and effort. Such confidential information shall remain the sole property of the Commonwealth Capital, LLC.

Notwithstanding the other provisions of this agreement, all confidential sources and information disclosed by Commonwealth Capital to Alliance, or about as a result of this Agreement, is valuable property and shall remain the exclusive property of Commonwealth Capital. The Alliance will maintain complete confidentiality regarding Commonwealth Capital business sources, trade secrets and/or its Alliances’ confidential information, as well as, the nature, manner, and forms of Commonwealth Capital’s business dealings. Alliance agrees not to disclose any confidential information to any entity, in perpetuity.

Alliance will not, in any way whatsoever, circumvent or attempt to circumvent Commonwealth Capital, or any of the sources/contacts involved in any of the transactions of Commonwealth Capital. Any violation of this covenant shall be deemed as an attempt to circumvent Commonwealth Capital, and Alliance violating this covenant shall be liable for damages in favor of Commonwealth Capital.

Alliance agrees with Commonwealth Capital that upon any breach of this agreement, Alliance in default will pay Commonwealth Capital: (A) the non-circumvention damages, if applicable, plus (B) all loss and/or damage sustained by Commonwealth Capital by reason of such breach, plus (C) all expenses incurred in enforcing any legal remedy and/or right(s), based upon or arising out of this agreement, plus (D) a reasonable sum for attorneys’ expenses and attorneys’ fees.

Reasonable Restraint: Alliance hereby acknowledges that the restrictions contained in The Non-Circumvent and Non-Disclosure paragraph hereof are reasonable restraints upon Alliance, and further acknowledge that any breach of those provisions could have a substantial detrimental effect upon Commonwealth Capital, the amount of which will be impossible to ascertain, and for that reason, Alliance agrees that, in addition to any other remedy available to Commonwealth Capital under law for violation of this Agreement, that Commonwealth Capital shall be entitled to an injunction from any Court of competent jurisdiction restraining any violation of any said covenant.

Not an Independent Contractor: Alliance is not an independent contractor, agent, officer, director, principal or employee with respect to Commonwealth Capital, et al.

Indemnification: Alliance agrees to indemnify and hold Commonwealth Capital harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Commonwealth Capital that result from the acts, omissions, or material misrepresentations made by or of Alliance’s Officers, Directors, Employees, or Agents. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers We make no express or implied warranties or representations with respect to the Alliance Program or any products sold or provided at no cost through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Assignment: You may not assign this Alliance Terms of Use Agreement, by operation of law or otherwise, without the prior written consent of Commonwealth Capital. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Commonwealth may assign this entire agreement and the obligations to and from its Alliances to any of its subsidiaries at any time.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by electronic transfer (via e-mail address), or deposited in the United States mail, postage prepaid, addressed as defined in paragraph two of this Agreement. Such addresses may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a Court of competent jurisdiction or arbitration panel finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Modification: In light of keeping our relationships with our Alliances positive, productive, and prosperous, we may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. We shall notify all Alliances, via email, of any modifications, which are material to this Alliance Terms of Use Agreement and any Terms of Use Statements and that are not ministerial in nature. Your continued participation in the Alliance Program is very important to us; however, if any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Alliance Program following our sending and posting of a change notice or new Agreement on our site will constitute binding acceptance of the change.

Legal Age: Alliance, if an individual acknowledges that he or she is of legal age to contractually bind Alliance to this Alliance Term of Use Agreement.

Applicable Law. This Alliance Term of Use Agreement shall be governed by the laws of the State of Illinois or where Commonwealth Capital resides at the time of issue.

Binding Contractual Authority. Applicant, if for an entity other than an individual, hereby affirms that Applicant has the binding authority of their respective organizations, granted by their organization by election or appointment or in any other manner consistent with law effecting contractual applications.

Entire Agreement. This Agreement contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. Except for Managing Directors of Commonwealth Capital that act as Alliances, this Agreement supersedes any prior written or oral agreements between the Parties.

 

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