CHAPTER MICROSITE USE AMENDED AGREEMENT (Exiting Chapter)
Now, therefore, in consideration of the mutual agreement hereinafter contained, it is agreed between these parties as follows:
ARTICLE I
TERMS OF USE
1. Chapter Microsite. NAWBO shall make available to Chapter certain website templates, logos, information, button links, text links, and/or other graphic, textual, or web material (“NAWBO Materials”) as determined by NAWBO for display and use on the Chapter’s individually maintained website (the “Chapter Microsite”).
2. Costs and Fees. Beginning in January of 2025, Chapter shall pay a total of $480.00 annually to NAWBO in exchange for NAWBO’s host of the Chapter Microsite (the “Maintenance Fee”). The Maintenance Fee covers support for one hour each month, as well as hosting with plug-in and word press updates. Any additional billing for support coverage begins at a charge of $50.00 per hour.
3. NAWBO Trademarks. Some of the NAWBO Materials contain registered and unregistered trademarks, service marks, and collective membership marks owned by NAWBO (together the “NAWBO Trademarks”), including without limitation NAWBO and NATIONAL ASSOCIATION OF WOMEN BUSINESS OWNERS. Chapter may use the NAWBO Trademarks only as part of the NAWBO Materials (as updated from time to time), and only consistently with all requirements under this Amended Agreement. All use of NAWBO Trademarks shall inure to the benefit of NAWBO and its successors and assigns; Chapter shall neither accrue nor claim any rights in any of the NAWBO Trademarks. NAWBO makes no representation or warranty of any kind whatsoever with respect to the NAWBO Trademarks and Chapter’s right to offer, market, perform, or sell any product or service in any jurisdiction.
4. Use of NAWBO Materials. As a condition of using the NAWBO Materials and NAWBO Trademarks as described herein, Chapter’s use and display of NAWBO Materials on the Chapter Microsite shall conform to the following terms, conditions and specifications:
a. Chapter shall not alter, add to, subtract from, or otherwise modify the NAWBO Materials as they are prepared by NAWBO without prior written consent. In the event that NAWBO updates the NAWBO Materials, Chapter must make the corresponding update to their usage of the NAWBO Materials on the Chapter Microsite within 10 days of receipt of the new NAWBO Materials.
b. Chapter shall delete any posting or other use of the NAWBO Materials if NAWBO determines, in its sole discretion, that a posting is objectionable, abusive, illegal, defamatory, libelous, indecent, racially or religiously biased or offensive, slanderous, obscene, explicit, unlawfully threatening or harassing to any individual, partnership, or corporation in any way, or that encourages anyone to break any local, state, national, or international law.
5. Ownership. NAWBO retains all right, ownership, and interest in the NAWBO Materials, and in any copyright, trademark, or other intellectual property in the NAWBO Materials. Nothing in this Amended Agreement shall be construed to grant Chapter any rights, ownership or interest in the NAWBO Materials, or in the underlying intellectual property, other than the rights to use the NAWBO Materials granted under the Amended Agreement.
6. Termination. Either party shall have the right to terminate this Amended Agreement for any reason upon thirty (30) days’ notice to the other party. In addition, notwithstanding the foregoing, NAWBO may terminate this Amended Agreement immediately upon notice for cause. For purposes hereof, “cause” shall mean the following; (a) any breach of this Amended Agreement by Chapter, (b) any violation of any law, rule or regulation applicable to Chapter, (c) as determined by NAWBO, any act or omission which harms or may harm the name, reputation or goodwill of NAWBO or any of its directors, officers, employees, members or affiliates; or (d) Chapter is insolvent, makes an assignment for the benefit of creditors, files or has filed against it a bankruptcy petition (and such petition is not being contested in good faith) or has a trustee or receiver appointed to control or supervise all or any substantial part of its assets or business. Promptly upon notice of termination, and in any event within three (3) business days following termination, Chapter shall promptly remove any NAWBO Materials from its Chapter Microsite and NAWBO shall remove any link to the Chapter Microsite.
7. Non-Disparagement. During the term of this Amended Agreement and thereafter, Chapter shall take no action which would reasonably be expected to harm NAWBO or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity of NAWBO. Chapter shall not make any disparaging comments about NAWBO, its officers, members, directors, or current and former employees, including but not limited to any comments that impugn the character, acumen, or abilities of any individual or entity connected to NAWBO’s operations. Chapter shall not permit negative comments regarding NAWBO to be posted to the Chapter Microsite and will promptly remove such comments upon discovery by Chapter or notification from NAWBO.
8. Binding Agreement; No Third-Party Rights. This Amended Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, designees and permitted assigns. Nothing in this Amended Agreement, express or implied, is intended or shall be construed to confer upon any person (other than the parties hereto and their respective successors, designees or permitted assigns) any right, remedy or claim under or by reason of this Amended Agreement.
9. No Assignment. Except as otherwise specified herein, neither party shall assign or transfer any interest in or obligation under this Amended Agreement without the prior written consent of the other party.
10. Disclaimer of Warranty; Limitation on Damages. NAWBO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, WORKMANSHIP AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, WHETHER BASED ON A THEORY OF TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL NAWBO BE RESPONSIBLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSSES CAUSED BY BUSINESS INTERRUPTION) ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE MICROSITE, THE NAWBO MATERIALS OR ANY OTHER SITE, SERVICE OR PRODUCT MENTIONED OR RECOMMENDED BY NAWBO OR ITS OFFICERS, DIRECTORS OR MEMBERS. Without limiting the foregoing, NAWBO is not responsible for any outages or malfunctions of the Microsite or any other site or service mentioned by or recommended by NAWBO, and it does not warrant the availability or functionality thereof, nor is it responsible for any defects in any such site, service or product or in the NAWBO Materials.
11. Indemnification. Chapter shall indemnify, defend and hold harmless NAWBO and its officers, members, directors, employees from any losses, claims, damages, lawsuits, actions, complaints, or other costs, including attorneys’ fees, arising out of or caused by (a) Chapter’s use of NAWBO Materials on its Chapter Microsite; (b) any breach of this Amended Agreement by the Chapter and (c) any acts or omissions by Chapter or any of its officers, directors or members. NAWBO is not responsible or liable for the conduct or content of any user of the Chapter Microsite.
12. Governing Law. This Amended Agreement shall be governed by the laws of the State of California.
13. Headings. The captions and section numbers shall not be considered in any way to affect the interpretation of this Amended Agreement.
14. Construction. This Amended Agreement shall not be construed with resort to any presumption against the preparer or maker hereof.
15. Attorneys’ Fees. If either party institutes an action or proceeding against the other relating to the provisions of this Amended Agreement or any default hereunder, the unsuccessful party to such action or proceeding will reimburse the successful party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the successful party related to such an action or proceeding.
16. Severability. If any clause or provision of this Amended Agreement is illegal, invalid or unenforceable under any present or future law, the remainder of this Amended Agreement will not be affected thereby. It is the intention of the parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provision as is possible and be legal, valid and enforceable.
17. Counterparts. This Amended Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart executed and delivered by facsimile or electronic transmission shall have the same force and effect as an original.
18. Notice. Wherever any notice of other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be delivered by hand (with signature confirmation of receipt), by nationally-recognized overnight express delivery service or by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith:
If to NAWBO:
NAWBO
c/o Jen Earle and Won Lee,
CEO and National IT Director
601 Pennsylvania Avenue NW
South Building, Suite 900
Washington, DC 20004
If to Chapter: _________________________
Such notices shall be deemed received (a) on the date of delivery, if delivered by hand or overnight express delivery service; (b) on the date indicated on the return receipt if mailed; or (c) on the date of transmission, if sent by fax machine.
19. Conflict Waiver. The parties acknowledge and agree that the law firm of Frost Brown Todd LLC has represented NAWBO in the preparation and negotiation of this Amended Agreement. The parties have been advised that their interests may be opposed and accordingly Chapter has been advised to retain separate counsel. Chapter has retained separate counsel or has knowingly waived its right to separate counsel.
20. Entire Agreement. This Amended Agreement represents the entire and integrated agreement between NAWBO and the Chapter with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Amended Agreement may be amended only by written instrument signed by each of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
NAWBO
By: ___________________, Chair
CHAPTER
Chapter Name: ___________________
Printed Name: _____________________________
Signature of Chapter Leader: ______________
Send completed form to Won Lee, NAWBO National IT Director, at
[email protected].
