Terms and Conditions(Required) Assuming AMA determines this partnership is a fit, I agree to these terms and conditions.
By checking this box, you (“Authorized Reseller”) acknowledge that the American Marketing Association (“AMA”) with offices at 130 E Randolph, Chicago, IL 60601, is the owner and seller of the designated training and/or certification products including but not limited to programs sold under the Professional Certified Marketer (PCM) Trademark, and Authorized Reseller desires to sell designated training and/or certification programs in local markets where Authorized Reseller has a presence. Collectively, this effort shall be called the “Program”.
The parties agree to the terms and conditions outlined below.
Grant of License
The AMA hereby grants Authorized Reseller a non-exclusive, limited license to use AMA Trademarks solely in connection with promoting the sale of the designated training and/or certification products. Authorized Reseller shall include the indicia ® or TM to the AMA Marks as directed by the AMA. All Authorized Reseller materials that include AMA Marks, including but not limited to Authorized Reseller’s website, email, and social media promotions, shall be in line with AMA’s published guidelines for usage of the AMA brand as a certification reseller. All materials including AMA marks are subject to review at any time by the AMA. If any materials are found to be out of compliance with AMA brand guidelines, Authorized Reseller will make corrections within five (5) business days, or be considered in breach of a material term of this Agreement.
The license to use the AMA Marks shall terminate upon expiration or the earlier termination (for any reason) of this Agreement.
Authorized Reseller acknowledges and agrees that the AMA retains all rights, title, and interest in and to the the designated training and/or certification products, including all trademarks, copyrights, and other intellectual property associated therewith.
Term
This Program shall be effective as of the date of approval by AMA and shall remain in effect until canceled by either party upon 30 days written notice. This Agreement shall automatically expire after 12 months in which Authorized Reseller has not made any certification purchases from the AMA.
This relationship may be terminated immediately by the AMA if Authorized Reseller has breached any material term outlined in the Program Terms & Conditions or General Terms & Conditions..
Purchasing
Authorized Reseller will purchase seats for the designated training and/or certification products in bulk via the AMA website page dedicated to this purpose. Authorized Reseller’s purchase of seats in bulk for the designated training and certification programs is for the purpose of reselling these programs outside of the United States of America and Canada.
Materials
Any materials or coursework provided by AMA to Authorized Reseller will remain the property of AMA. If Authorized Reseller independently develops materials or coursework to prepare students for the designated training and/or certification products, any such materials are subject to review by the AMA to determine appropriate alignment.
General Terms & Conditions
Payment. Authorized Reseller agrees to pay the AMA according to published prices and terms. Any late payment shall earn interest at the maximum rate then legally permitted for commercial transactions from the due date until payment is received by the AMA. Authorized Reseller agrees to reimburse AMA for any costs incurred in collection of amounts due AMA.
Copyright. Authorized Reseller agrees that all material included in the Program provided by Authorized Reseller shall be original works of authorship or that all necessary approvals, rights, and clearances have been obtained. The AMA reserves the right to cancel the Program in the event of actual or alleged copyright or other infringement.
Use of Email and Participant’s Contact Information. Pursuant to this Agreement, Authorized Reseller may obtain the email and other contact information of Program Participants. Authorized Reseller has a limited right to use such information as follows. Authorized Reseller shall at all times comply with all applicable local, state, federal, or international laws, regulations, rules, guidelines, and other requirements (as any of these may be amended from time to time) related to the use of Program Participants’ information. During the Term of this Agreement, in each communication with Participants, Authorized Reseller must provide an option for Participants to fully opt-out of any future communication from Authorized Reseller. Authorized Reseller must ensure that any Participant that opts-out receives no further communication from Authorized Reseller. Authorized Reseller must implement, regularly update, maintain, and adhere to policies that ensure compliance with this provision. Under no circumstances may Authorized Reseller sell or provide Participant’s email, contact, or other identifying information to any other party.
Confidentiality. Each party acknowledges that due to this Agreement, it may acquire from the other party certain confidential information. “Confidential Information” means any material, data, or information disclosed by a party that is not generally known by or disclosed to the public or third persons and includes without limitation information relating to membership or subscribers and other confidential information relating to the operation of a party’s business. Confidential Information shall not include information that the non-disclosing party can demonstrate it learned prior to the disclosure or that has become publicly known through authorized disclosures. Each party agrees to exercise the same degree of care and protection with respect to the Confidential Information of the disclosing party that it exercises with respect to its own Confidential Information and not to directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to any Confidential Information. Each party may disclose Confidential Information to its employees and authorized agents who have a need to know, so long as they are advised of the restrictions in this Agreement. The terms of this Section shall survive any expiration or termination of this Agreement.
Indemnification. Each party shall indemnify, defend, and hold the other party, its affiliates, directors, officers, employees, representatives, agents and successors (collectively the “Indemnified Parties”) harmless from and against any and all claims of third parties, and shall pay all damages, losses, expenses, claims, costs and reasonable attorneys’ fees incurred by the Indemnified Parties as a result of, or related to a) violations of this Agreement; b) the negligent or willful misconduct, misrepresentation, failure to follow applicable local, state, federal, or international laws, or copyright or trademark infringement in connection with the other party’s marks used under to this Agreement.
Termination. The AMA may terminate this Agreement at any time and retain any amounts paid by Authorized Reseller as damages if (a) Authorized Reseller fails to make any required payment which is not cured within ten (10) days following Authorized Reseller’s receipt of the AMA’s written notice; (b) Authorized Reseller uses any AMA Marks, Participant information, or Confidential Information contrary to this Agreement, including any use which disparages or places in disrepute the AMA or adversely affects or detracts from the AMA’s goodwill; (c) Authorized Reseller breaches any other representation, warranty, covenant, or other provision of the Agreement.
Limitation of Liability. AUTHORIZED RESELLER’S SOLE AND EXCLUSIVE REMEDY FOR THE AMA’S BREACH OF THIS AGREEMENT SHALL BE THE AMA’S PROVIDING A SUBSTITUTE PARTNERSHIP OPPORTUNITY OR REFUND OF THE FEE PAID TO THE AMA (AT THE AMA’S ELECTION) AND UNDER NO LEGAL THEORY SHALL THE AMA BE LIABLE FOR OTHER DAMAGES, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE, INCLUDING LOST SALES OR PROFITS.
Miscellaneous.
Assignment. This Agreement is not assignable without the prior written consent of the other party, except in the case of an acquisition where the acquirer assumes all obligations of the acquired organization. Authorized Reseller may not sublicense any of its rights or obligations. This Agreement will inure to the benefit of the Parties, their successors and permitted assigns.
Relationship of the Parties. The AMA and Authorized Reseller are and shall remain independent contractors. No party is the agent, representative, or joint venture Authorized Reseller of the other party and this Agreement does not constitute a franchise. No party shall make any representations or warranties or incur any obligation or liability on behalf of the other party.
Waiver. No waiver or modification of any of the terms of this Agreement shall be valid unless in a writing signed by both parties. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, and a waiver by either party of a default in one or more instances shall not be construed as a continuing waiver or as a waiver in other instances.
Force Majeure. The AMA’s obligation to provide the Program shall be excused during such time as and to the extent that performance is prevented by any occurrences or acts beyond the AMA’s control, including without limitation, riots, fire, war, epidemic, explosion, the elements, acts of God or public enemy, and any ruling, law, or regulation of any local, state, provincial, federal, or national governmental body having jurisdiction over the parties, other Authorized Resellers, or the subject matter of this Agreement. Under such circumstances, the Term of the Agreement shall be extended by that period of time during which performance was so prevented.
Notice. Any notice, election or other written communication required or desired to be given hereunder shall be deemed given or made at such time as it is delivered in writing to the AMA contact person listed above (or designee), and if to Authorized Reseller to the contact person listed above (or designee). Either Party may specify some other address for the receipt of such written communications by giving written notice of such change to the other Party. Both Parties agree that email communication shall count as written communication.
Authority. Each Party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and that it has full power and authority to carry on its business and to enter into, and to perform its obligations as set forth in this Agreement.
Governing Law. This Agreement is governed by the law of the State of Illinois, and all rights, duties, and obligations of the parties under this Agreement shall be determined in accordance with the laws of Illinois, without reference to its choice of law provisions. Any legal action will be brought to the United States Federal or Illinois state court sitting in Chicago, Illinois.
No Warranty. Authorized Reseller acknowledges that the designated training and/or certification products are provided “as is” and that the AMA makes no warranty of merchantability or fitness for a particular purpose.