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AGREEMENT BETWEEN SHRM AND SHRM AFFILIATE FOR USE BY AFFILIATE OF
SOFTWARE PRODUCT FOR SUPPORT OF AFFILIATE WEB SITE
Agreement is entered into between the Society for Human Resource Management (“SHRM”) and its "Affiliate" (affiliate name to be entered below) effective as of this date (date to be entered below).
WHEREAS, SHRM has had developed for it certain software (the “Software”) which it desires to license to Affiliate in accordance with the terms of this Agreement to allow Affiliate to develop and operate Affiliate’s web site with assistance from SHRM as described herein;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:
- License to use Software: For the term of this Agreement, Affiliate has the right to use the Software to develop and operate a web site of the Affiliate (the “Affiliate Web Site”), strictly in accordance with the terms of this Agreement.
- Term: This Agreement shall continue until terminated by either party, with or without cause, upon written notice of termination delivered to the other party.
- Web Site Template: The Affiliate Web Site shall utilize a template supplied by SHRM.
- Training And Support: SHRM shall provide training as SHRM within its discretion deems reasonably necessary to familiarize the Affiliate with use of the Software; and to the extent that SHRM deems it feasible to do so, SHRM shall provide support for the Software used for the Affiliate Web Site. The current level of training and support to be provided is set forth in the SHRM Training and Support Guidelines attached hereto at Exhibit A. Said guidelines may be modified by SHRM on reasonable notice to Affiliate. SHRM shall take reasonable efforts to meet its SHRM Training and Support Guidelines; provided however that the sole remedy of Affiliate for the failure of SHRM to meet such guidelines shall be the ability to terminate this Agreement on written notice to SHRM.
- Hosting Services: SHRM shall itself or through a third party provide hosting services to host the Affiliate Web Site.
- No Fees: SHRM shall not impose any fees upon Affiliate for the right to use the Software hereunder, for the hosting of the Affiliate Web Site provided hereunder, or for the support and training provided hereunder.
- Affiliate Indemnification: Affiliate hereby indemnifies SHRM and its current and former directors, officers, volunteers, employees and agents from any and all claims, liabilities and expenses, including without limitation reasonable attorneys fees, incurred by them as a result of: (i) Affiliate’s acts or omissions with respect to the Software which acts or omissions breach this Agreement, and/or (ii) any content posted on the Affiliate Web Site (other than content posted or provided by SHRM).
- Usage Statistics: SHRM shall have access to usage statistics solely for the purpose of evaluating its web site program for SHRM Chapters and State Councils.
- Privacy Policy: The Affiliate shall post a Privacy Policy on the Affiliate Web Site which Privacy Policy shall address Affiliates Privacy Policy for the Affiliate Web Site; and Affiliate shall adhere to such Privacy Policy. SHRM shall have the right, but not the obligation, to approve the content of such Privacy Policy and any amendments thereto.
- Additional Affiliate Responsibilities: At all times Affiliate bears full risk of loss and damage to its website and all of its web site content. Affiliate is solely responsible for all acts, omissions and use under and charges incurred with Affiliate’s account or password or in connection with the Site or any of Affiliate’s web site content displayed, linked, transmitted through or stored on the Server. Affiliate shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Affiliate’s web site content; (ii) ensure the security, confidentiality and integrity of all of Affiliate’s web site content transmitted through or stored on SHRM servers; and (iii) ensure the confidentiality of Affiliate’s password.
- SHRM Content: SHRM shall have the right to post on the Affiliate Web Site at location(s) SHRM deems appropriate, SHRM content which SHRM believes will be of interest to Affiliate’s readers.
- SHRM Display Ads and Job Ads: SHRM shall have the exclusive right to post display ads on the Affiliate Web Site at location(s) SHRM deems appropriate. SHRM shall retain all revenue derived from such display ads.
- Disputes /Governing Law: Any disputes concerning this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts in Virginia, and both parties hereto consent to the subject matter and personal jurisdiction of such courts over any such dispute. In the case of any dispute concerning this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees incurred in enforcing its rights hereunder. This Agreement shall be governed by the internal laws of Virginia, without regard to choice of law principles.
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