Terms and Conditions
PARTNER TERMS AND CONDITIONS
Nova Conservation (and is successors and assigns) (“Nova Conservation” or the “Company”), is in the business of providing individuals and groups (the “Clients”) ecotourism trips, experiences or other outdoor travel products (collectively, “Experiences”) by partnering with research institutions, non-profits and other third-party eco-tourism partners (individually, each a “Partner” and collectively, the “Partners”). All relationships between the Company and each Partner are subject to these Partner Terms and Conditions (these “Terms”). By clicking “I accept” below or participating as a Partner to the Company, the Partner hereby agrees to abide by these Terms. Reference in these Terms include Nova Conservation and its employees, managers, directors, owners, agents, contractors, volunteers, affiliated corporations and suppliers, and these Terms inure to their benefit.
LICENSE OF PARTNER TRADEMARKS
The Partner hereby grants the Company a non-exclusive, royalty-free, transferable, world-wide license to (i) access the Partner Site through a link to the Company’s website (the “Company Site”); and (ii) use and include Partner’s logos, trademarks, service marks, trade names. photos and similar identifying material (collectively, the “Partner Marks”) on the Company Site and/or in any informational or promotional materials of the Company in a listing of companies or individuals who are Partners of the Company; provided, however, that in no event shall the Company be required to include any Partner Mark in any such listing. The Partner represents and warrants to be the sole and exclusive owner of the Partner Marks and has the right and power to grant to the Company the license to use them in the manner described herein, and such grant does not or will not breach, conflict with or constitute a default under any agreement or other instrument applicable to the Partner or binding upon the Partner; or infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. The Company will remove Partner Marks from any such lists upon the expiration or termination of these Terms.
LICENSE OF COMPANY TRADEMARKS
The Company hereby grants Partner a non-exclusive, royalty-free, non-transferable, non-assignable, worldwide license to (i) access the Company Site through a link to the Partner website (the “Partner Site”) solely in accordance with the terms and for the purposes these Terms; and (ii) display the trademarks, service marks, trade names and logos of the Company which are provided to Partner from time to time in connection with this Agreement (the “Company Marks”) on the Partner Site which shall link to the Company Site. The Partner may not alter, modify or change the Company Marks in any way. The Company represents and warrants being the sole and exclusive owner of the Company Marks and has the right and power to grant to Partner the license to display them in the manner described herein. The Partner will immediately remove the Company Marks from the Partner Site upon the expiration and/or termination of these Terms.
COMPANY RIGHT TO REFUSE
The Company reserves the right to refuse partnership with any site or promote any Experience that, in the Company’s sole discretion, violates the Company’s code of conduct, including, but not limited to, any Experience promotion that (i) that displays pornography and/or sexually explicit images, (ii) any site that contains any gambling content on any of its pages, (iii) promotes violence, (iv) illegal activities or promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others and (v) contains content of a racist or discriminatory nature or makes threatening, libelous or derogatory statements about or toward a private or public person/organization.
The Partner hereby agrees to indemnify, defend, and hold harmless the Company and its subsidiaries and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys or other professionals’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that the Company’s use of Partner Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property or another proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Partner herein; (iii) any claim related to the Partner Site including, without limitation, content therein not attributable to the Company; or (iv) the violation of these Terms.
DISCLAIMERS AND LIMITATION OF LIABILITY
The Company makes no express or implied warranties or representations with respect to its business or any service, Experience or other items sold through the Company Site, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by the Company or on the Company Site. In addition, while the Company will use its reasonable efforts to vet the Information provided by its Clients and their fitness to participate in an Experience, the Company makes no representations or warranties with respect to the capacity of any Client to participate in an Experience or follow the guidelines established by the Partner. The Partner is responsible for ensuring any Clients follow the terms and conditions with respect to a particular experience. All payments owed in connection with an Experience are the responsibility of the individual Clients and not the Client. THE COMPANY WILL NOT BE LIABLE FOR DIRECT AND INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THESE TERMS OR THE RELATIONSHIP BETWEEN THE PARTNER AND THE COMPANY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.
The Partner understands and agrees that these Terms will apply to all information that the Company may disclose to Partner as a result of Partner’s offering of an Experience on the Company Site or in connection with these Terms, including but not limited to business, supplier and financial information, any personal information of a Client, client and vendor lists, and pricing and sales information, concerning the Company or any partners of the Company, other than the Partner (“Confidential Information”). Confidential Information shall also include any information that the Company designates as confidential during the term of this Agreement. The Partner agrees not to disclose any Confidential Information to any third party during its relationship with the Company for a period of one (1) year after the Partner is no longer offering Experiences through the Company Site. The Partner agrees that Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by the Partner for Partner’s own business purposes and/or for any other purpose except as authorized or contemplated herein. Information shall not be considered “Confidential Information” to the extent that it is generally known or available to the public.
Each party shall at all times be deemed to be an independent contractor with respect to the subject matter of these Terms. Nothing in these Terms, including, without limitation, the use of the terms “Partner,” “partnership” or similar terms (which use is for ease of reference), will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Neither party shall have the authority to make or accept offers or representations on the other party’s behalf. Neither party shall make any statement, whether on such party’s websites nor otherwise, that reasonably would contradict anything in this section of the Terms.