| This agreement contains the
terms and conditions that apply to your participation as a linking Affiliate of
Merritt-Gentry Group. LINKING
AGREEMENT
THIS AGREEMENT is entered
into when approved by the Merritt-Gentry Group (the "Effective Date") by and
between Merritt-Gentry Group, ("Merritt-Gentry"), and
Affiliate, ("Affiliate").
Through Merritt-Gentry's website located at www.merritt-gentry.com
(the "Merritt-Gentry
Website"), Merritt-Gentry offers a proprietary on-line consulting service to
consumers (the "Merritt-Gentry Service"). Affiliate would like to link
Affiliate's Website to Merritt-Gentry's Website in order to offer access to the
Merritt-Gentry Service to Affiliate's consumers, and Merritt-Gentry desires to provide
such access to the Merritt-Gentry Website and the Merritt-Gentry Service on the terms and
conditions specified herein.
1. Rights Granted by
Merritt-Gentry.
1.1 Merritt-Gentry hereby grants to Affiliate a nonexclusive, nontransferable, right to
link to the Merritt-Gentry Website in accordance with the specifications set forth in
Exhibit A solely for purposes of linking the Affiliate Website to the Merritt-Gentry
Website. Affiliate shall link to the Merritt-Gentry Website only through the Affiliate
Website, and shall not link to the Merritt-Gentry Website through any other URL or
mirrored site without the prior written consent of Merritt-Gentry. In addition, Affiliate
may not link to the Merritt-Gentry Website by framing any portion of the Affiliate Website
around the Merritt-Gentry Website.
1.2 Trade Marks. Merritt-Gentry grants to Affiliate a nonexclusive,
nontransferable (without right to sublicense) license to use, during the term of this
Agreement, Merritt-Gentry's name, logo and certain other trademarks, trade names and
service marks of Merritt-Gentry (the "Licensed Marks"), solely for purposes of
linking the Affiliate Website to the Merritt-Gentry Website. Affiliate agrees that the
Licensed Marks are and will remain the sole property of Merritt-Gentry and agrees not to
contest the ownership of such Licensed Marks, nor misappropriate the Licensed Marks for
its own use. Merritt-Gentry reserves all rights to control the use of the Licensed Marks,
and Affiliate shall not use, change, or modify the Licensed Marks in any manner without
prior written authorization from Merritt-Gentry. Affiliate shall (1) cause the appropriate
designation "TM" or the registration symbol "(r)" to be placed
adjacent to the Licensed Marks in connection with each use or display thereof and to
indicate such additional information as Merritt-Gentry shall reasonably specify from time
to time concerning the use of the Licensed Marks, and (2) comply with all applicable laws
pertaining to trademarks in force.
1.3 Reservation of Rights. Except as expressly granted in this Agreement,
Affiliate shall have no other rights of any kind in the Licensed Marks, the Merritt-Gentry
Website or the Merritt-Gentry Service. Under no circumstances will anything in this
Agreement be construed as granting, by implication, estoppels or otherwise, a license to
any of Merritt-Gentry's intellectual property or proprietary technology other than the use
of the Merritt-Gentry Service and Licensed Marks in accordance with the terms of this
Agreement. Affiliate acknowledges that the Merritt-Gentry Service is the sole property of
Merritt-Gentry, and this Agreement only grants Affiliate a limited right to link to the
Merritt-Gentry Service under the terms and conditions of this Agreement.
2. Obligations of the Parties.
Affiliate agrees to perform
those services necessary to set-up the appropriate links to the Merritt-Gentry Website at
the Affiliate Website in accordance with the specifications set forth in Exhibit A, and
Merritt-Gentry agrees to perform those services necessary to support links from the
Affiliate Website to the Merritt-Gentry Website.
3.
Confidentiality.
Each party to this Agreement acknowledges that certain information that it receives
from the other party (the "Disclosing Party") will constitute the confidential
and proprietary information of the Disclosing Party ("Confidential
Information"), and agrees that it will take all reasonable steps to preserve the
strict confidentiality of any such information; provided that such information in tangible
form is clearly marked as confidential and oral disclosures are promptly confirmed as
confidential. The receiving party will safeguard the confidential information with
the same degree of care that it uses to protect its own confidential information. Each
party agrees to restrict its internal distribution of the other party's Confidential
Information to its employees and agents who have a need to know, and to take such steps to
ensure that its dissemination is so limited. For purposes of this Agreement, Confidential
Information shall not include any information to the extent that such information (a) is
presently, or subsequently becomes, generally available to the public without a wrongful
act of the receiving party; (b) is information which the Disclosing Party agrees in
writing may be disclosed without restriction; (c) is already known to the receiving party;
(d) is developed independently by the receiving party without reference to any
Confidential Information of the Disclosing Party; (e) is furnished by the Disclosing Party
to a third party without restriction on disclosure; or (f) is disclosed pursuant to a
court order.
4. Term and Termination.
4.1 Term. The term of this
Agreement shall be indefinite. Either party may terminate the Agreement at any time upon
the giving of sixty (60) days written notice.
4.2 Termination for
Cause. Either party may terminate this Agreement at any time upon the giving of
written notice: (i) in the event that the other party fails to discharge any obligation or
remedy any default under this Agreement for a period continuing more than thirty (30) days
after the aggrieved party shall have given the other party written notice specifying such
failure or; (ii) in the event that the other party makes an assignment for the benefit of
creditors, or commences or has commenced against it any proceeding in bankruptcy,
insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium.
4.3 Effect of
Termination. Upon termination of this Agreement for any reason, all rights and
licenses granted hereunder under this Agreement shall terminate and Affiliate shall
immediately cease use of the Merritt-Gentry Service, Links and Licensed Marks.
4.4 Termination by
Merritt-Gentry. Merritt-Gentry reserves the right, in its sole discretion, to promptly
terminate the Merritt-Gentry Service in the event Affiliate uses the Merritt-Gentry
Service in any libelous, defamatory, or inappropriate manner, and Affiliate hereby waives
and releases Merritt-Gentry for all claims, liabilities and damages arising from the
termination of the Merritt-Gentry Service under this Section 4.4.
5. General Provisions.
If the performance of this Agreement or any obligations hereunder is prevented,
restricted or interfered with by reason of fire or other casualty or accident, strikes or
labor disputes, any law, order, proclamation, regulations, ordinance, demand or
requirement of any government agency, or any other similar act or condition beyond the
reasonable control of the parties hereto, the party so affected will, upon giving prompt
notice to the other party, be excused from such performance during such prevention,
restriction or interference. Each party agrees to comply with all applicable Federal,
state and local laws and regulations in the performance of its respective obligations
under this Agreement. This Agreement shall be governed in accordance with the laws of the
State of Nebraska as applied to agreements made, entered into and performed entirely in
Nebraska between Nebraska residents. No waiver of any term or condition of this Agreement
will be valid or binding on a party unless the same has been mutually assented to in
writing by both parties. The terms and conditions contained in this Agreement constitute
the entire agreement between the parties with respect to the subject matter thereof and
supersede all previous agreements and understandings, whether oral or written. Except as
expressly set forth herein, no party may assign or delegate this Agreement or any of its
rights or duties under this Agreement without the prior written consent of the other party
hereto, which consent will not be unreasonably withheld.
EXHIBIT A
DESCRIPTION OF LINKING SERVICE
1.0 Definitions.
1.1 Link Option 1. Is defined as on the Merritt-Gentry Website.
1.2 Link Option 2. Is defined as on the Merritt-Gentry Website.
1.3 Link
Option 3. Is defined as on the Merritt-Gentry Website.
1.4 Link
Option 4. Is defined as on the Merritt-Gentry Website.
1.5 Link
Option 5. Is defined as on the Merritt-Gentry Website.
1.6 Link
Option 5. Is defined as on the Merritt-Gentry Website.
2.0 Linking Specifications.
2.1 Links to the Merritt-Gentry Website. Affiliate will establish hyperlinks
from its Website to the Merritt-Gentry Website at www.Merritt-Gentry.com to allow
Affiliate's existing and prospective consumers to access the Merritt-Gentry Service. The
Links will include those provided and such other as may be agreed to by the parties
during the term of this Agreement.
3.0 Implementation and
Maintenance. Affiliate shall be responsible for implementing and maintaining all
hyperlinks from its Website, as defined herein, to the Merritt-Gentry Website for the term
of this Agreement.
4.0 Value Added
Information. Aggregate statistical and demographic consumer activity information from
the Affiliate Website and the Merritt-Gentry Service shall be shared between Affiliate and
Merritt-Gentry. Information such as a) the total number of visits to the
Website, and b) the total number of impressions and click throughs.
FEES
1.0 Scope.
Merritt-Gentry shall not be obligated to pay Fees to Affiliate for any service rendered. |
