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Please read this Sponsorship Agreement (the “Agreement”) carefully. This Agreement is between the individual or entity executing this Agreement (“you”, “your” or “Company”) and 4Medapproved.com, LLC (“we”, “our” or “4Medapproved”). YOU AGREE AND ACKNOWLEGE THAT BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.
1. Site Sponsor. Company will become a sponsor (“Sponsor”) of the 4Medapproved website(s) upon Company’s selection of the desired Sponsorship Level, and receipt by 4Medapproved of full payment of the applicable Sponsorship fee. This Agreement will begin upon receipt by 4Medapproved of the applicable fee and will continue for one (1) year; thereafter, this Agreement will automatically renew for additional one (1) year terms, unless one party is notified by the other of its intent not to renew. Renewal of this Agreement is contingent upon our receipt, in advance of the applicable renewal date, of each year’s annual Sponsorship fees. 4Medapproved reserves the right to terminate this Agreement if you violate any of the terms of this Agreement or if you fail to pay the annual Sponsorship fees. You understand that this Agreement does not create any exclusive relationship, and each party shall be free, in its sole discretion, to enter into similar agreements with third parties.
2. Marketing and Referrals. In consideration of becoming a Sponsor, 4Medapproved will:
(A) advertise your proprietary service solutions (“Solutions”) on our website(s) in accordance with the Sponsorship Level selected by you above in this sponsor portal. 4Medapproved will retain exclusive ownership and control over the substance and content of its website(s) and all content and materials on the website(s). Advertising and marketing may include your listing in applicable directories and additional optimized content, as determined by your Sponsorship Level; and
(B) when we identify a physician practice, vendor or medical target in the United States (“Target”) with which we have a site-based relationship and that we believe would be a viable candidate for your Solutions, we will include your profile with a link to your sponsorship listing in the resource report provided to the Target. The Target at their discretion will select the Sponsor that best satisfies their requirements.
3. Marketing Materials. Both parties may agree to cooperate to prepare and/or deliver mutually acceptable literature and other promotional and marketing materials regarding each other’s products (“Marketing Materials”) to be directed at Targets and other prospective customers. All Marketing Materials regarding or mentioning the other party or its products or services, shall not be published or otherwise distributed without the prior written approval by such other party, which approval shall not be unreasonably withheld or delayed. Each party retains exclusive ownership and control over its Marketing Materials. Each party shall bear its own expenses in connection with the development and delivery of any Marketing Materials.
4. License to Trademarks. Subject to the terms and conditions of this Agreement, Company grants to 4Medapproved a limited, non-exclusive, non-transferable license to use and display Company’s trademarks, service marks, names or logos (collectively, "Trademarks"), as reasonably necessary, solely in connection with the performance of this Agreement. 4Medapproved acknowledges and agrees that Company’s Trademarks are and shall remain the sole and exclusive property of Company and 4Medapproved shall not acquire any interest in Company’s Trademarks, except as expressly provided in this Agreement.
5. Confidentiality. "Confidential Information" means any information, software, material, data or business, financial, operational, customer and other information provided by 4Medapproved to Company that is marked “confidential” or “proprietary” or which a reasonable person would assume to be confidential. Company agrees to maintain the Confidential Information in strict confidence, with the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care, and shall not disclose the Confidential Information to any third party. Access to and use of the Confidential Information shall be restricted to those employees and persons within Company’s organization with a need to use the information to perform Company’s obligations hereunder, and Company shall inform such employees or persons of the confidential nature of the Confidential Information. The provisions of this Section are necessary for the protection of 4Medapproved’s business and accordingly Company agrees that any breach of this Section 4 will cause 4Medapproved substantial and irreparable harm and, therefore, in the event of any breach or anticipated breach, in addition to other remedies which may be available, 4Medapproved shall have the right to seek and obtain injunctive relief.
6. No Warranties; Ownership. EMRapproproved does not make any warranties regarding the 4Medapproved website(s) or regarding any likely or anticipated volume of traffic and/or sales through the 4Medapproved website(s). In addition, 4Medapproved does not make any warranties regarding the Solutions. Company shall be solely responsible for all warranties regarding the Solutions and Company retains all rights and responsibilities related to the Solutions. Each party retains exclusive rights to its respective intellectual property and neither party is granted any rights thereto, except as expressly provided otherwise herein.
7. No Liability. Except for any breach by you of the provisions of this Agreement, neither of us will be liable to the other for any direct, indirect, incidental, consequential or other special damages. Without limiting the foregoing, 4Medapproved expressly disclaims any liability to Company or any third party (including any Target, prospect or other party) with respect to Company’s or third party’s use, misuse or inability to use the 4Medapproved website(s) and/or any Solution.
8. Miscellaneous. This Agreement and its exhibits are the entire agreement between both parties regarding the Sponsorship, and no changes or modifications to this Agreement will be valid unless both parties so agree in writing. Any notices will be considered effective upon receipt when sent by overnight courier service, or on the date that is three (3) business days after being mailed by certified or registered mail, properly addressed, postage prepaid, return receipt requested to the address indicated in the sponsor portal. The laws of the State of Illinois will govern the terms of this Agreement and venue shall be exclusively in the state and federal courts located in the State of Illinois. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including, without limitation, the provisions of Sections 5, 6, 7 and 8 shall survive such termination). In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement but this Agreement shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein. This Agreement is executed electronically and both parties agree such electronic execution shall be valid and binding in all respects.
Electronic Signature and Acceptance
By clicking "Accept" below you and Company will be providing an electronic signature that will affirm each of the following:
1. You and Company understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
2. You and Company understand, accept, and have received the Agreement and its terms and conditions, and acknowledge and demonstrate that you can access the Agreement and other records and disclosures electronically.
BY ACCESSING, BROWSING AND/OR USING ANY 4Medapproved SOFTWARE OR SERVICE, YOU AND COMPANY BECOME A USER OF THE SAME AND EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU OR COMPANY DO NOT AGREE TO ACCEPT EACH AND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS, BROWSE OR USE ANY OF SOFTWARE OR SERVICES.
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