Organizational License AGREEMENT
This License Agreement (the .Agreement.) is made and entered into to
be effective as of the date of acceptance and
payment (the .Effective Date.) by and between AffinityDB,
LLC, and any successors or assigns, (Collectively, the .Company.) whose
principle place of business is: PO BOX 75021, Washington DC 2013; and
the [YOUR CHAPTER] of [YOUR
ORGANIZATION] and any affiliated members (collectively the
.Organization.). The purpose of the Agreement is the non-exclusive,
non-transferrable license of the Career Mentors List technology
platform, (the .Platform.) developed by Company.
- TERM - The Company hereby licenses, for a period of twelve (12) months commencing on the Effective Date hereof (the .License Period.), and the Organization hereby accepts license as such. Renewal shall be at the discretion of Organization upon expiration of the License Period.
- COST - The Organization shall pay either (at its option upon registration) (a) a flat annual fee of two hundred fifty dollars ($250.00) due at time of execution of the license or (b) a monthly fee of twenty five dollars ($25.00) per month beginning at the time of execution of the license. Payment shall be made via PayPal or other electronic payment system at the sole discretion of Company.
- MENTORS . Mentors shall be those individuals registering on the Platform as Mentors for the purpose of offering advice and guidance to individual users, whether or not they are members of the individual chapter of this organization.
- USERS . Users shall be limited to members of the individual chapter of the Organization, both undergraduate and alumni, seeking to interact with Mentors to solicit advice, and NO OTHERS. Members of other chapters of the Organization may not use Platform under this license. Facilitating the use of the Platform by non-users shall constitute breach by Organization.
- INDEMNIFICATION . Organization agrees to indemnify and hold harmless Company for any acts or omissions, intentional or otherwise, by Company and any employee, agent, or contractor related to provision of Platform that may lead to a claim, including but not limited to breach of privacy, negligence, copyright and trademark infringement. Organization attest that it is entitled to and hereby grants company license to its trademark and copyright name and insignia for use relating to the Platform, and indemnifies Company for any claim arising under copyright or trademark.
- VALIDITY and ENTIRE AGREEMENT - If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph, sentence, term and provision hereof. To the extent required, the parties may modify any paragraph, sentence, term or provision of this Agreement hereto by written amendment to preserve its validity. This Agreement contains the entire understanding of the parties and cannot be altered except by amendment duly executed by all parties hereto.
- VIRGINIA LAW - This Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Virginia.
- BREACH . In the event of breach of this contract by Organization, Company shall be entitled to (a) cancel service at its sole discretion, (b) the immediate and total fulfillment of any unpaid subscription fee due on a monthly basis through term, (c) consequential damages, and (d) cost of collection of unpaid fees and consequential damages.
- ATTORNEY'S FEES and ARBITRATION - In the event of any controversy, claim or dispute between the parties hereto, arising out of or in any manner relating to this Agreement, the prevailing party in any action brought to settle such controversy, claim or dispute shall be entitled to recover reasonable attorney.s fees and costs. Any controversy between the parties regarding the construction or application of this Agreement, any claim arising out of this Agreement or its breach, shall be submitted to arbitration in Virginia before one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, upon the written request of one party after service of that request on the other party. The cost of arbitration shall be borne by the losing party. Arbitrator is authorized to award attorney.s fees to the prevailing party.