Stereoboard Partnership Agreement Terms & Conditions

This Stereoboard Partnership Agreement is made between Stereoboard.com (a trading name of Eyedigit Limited - Registered in England and Wales - Company #: 06931695), with a main place of business at 42a Station Road, Llanishen, Cardiff, CF145LT ("Stereoboard") and yourself ("Stereoboard Partner").

This Stereoboard Partnership Agreement including all related documents, external agreements and policies that are incorporated into this Agreement by reference and all materials contained on http://partners.stereoboard.com ("the Partner Site") or provided to you by us, (collectively, the "Agreement") describes the terms under which Stereoboard offers you a license to use Stereoboard widgets, links, images, logos, API, databases or any other materials made available to Stereoboard Partners (collectively, "Stereoboard Content") .

If you are not willing to accept any of the terms contained within this Agreement, you must not use Stereoboard Content.

1. Modifications to Agreement.

Stereoboard reserves the right to update and change, from time to time, the terms of this Agreement by posting the amended terms at relevant locations on the Partner Site or providing you with the amended terms by email. All amended terms shall be effective when they are posted on the Partner Site. Use of Stereoboard Content after the date on which such changes are posted shall constitute your acceptance of such changes.

2. License and Restrictions.

2.1 Partner License.

Subject to the terms and conditions of this Agreement, Stereoboard hereby grants you a non-transferable, non-exclusive, non-sublicensable license to use Stereoboard Content. You may do the following under this Agreement:

(a) Enable the software application that you develop, own and operate (your "Application") to use Stereoboard Content in accordance with this Agreement (the "Permitted Use");

(b) Make limited intermediate copies of the Stereoboard Content only as necessary to perform an activity permitted under this Agreement. Stereoboard reserves the right to modify, change, update and/or enhance http://www.stereoboard.com ("the Stereoboard Site"), the Stereoboard database, ("the Database"), the Permitted Use and/or Stereoboard Content (each a "Modification") at any time with or without notice to you in Stereoboard’s sole and exclusive discretion. You acknowledge and agree that such Modifications may affect your Application and/or your site and may require you to make changes to your Application to be compatible with, and/or interface with the Stereoboard Site. Without limiting Section 9 ("Disclaimer of Other Warranties and Limitation of Liability") below, Stereoboard shall not be liable for any costs incurred by you, lost profits or damages of any kind arising out of or in connection with any Modification.

2.2 General License Conditions and Restrictions.

(a) You shall not use Stereoboard Content in any way not expressly permitted or granted under this Agreement;

(b) During the term of this Agreement and following its expiration or early termination, you shall not use(or facilitate use of) any alternative means such as robots, spiders, scraping or other technology to access, query or use the Stereoboard Site, the Database, or Stereoboard Content to obtain any information, other than as provided by Stereoboard to you pursuant to this Agreement;

(c) You shall not distribute, publish, facilitate, enable or allow access to Stereoboard Content from any location or source other than through your Application or content that Stereoboard controls on other web sites;

(d) You shall not provide Stereoboard Content to any third parties not expressly authorized by this Agreement and you shall not permit or enable third parties to copy or obtain Stereoboard Content from your Application or your site in any unauthorised manner including, but not limited to, the use of using robots, spiders, scraping or any other technology;

(e) You shall not disclose or permit the disclosure of Stereoboard Content (other than Stereoboard Content authorised to be displayed in accordance with this Agreement);

(f) You shall not collect personally identifiable information of any user of the Stereoboard Site through your Application;

(g) You shall not modify, decompile or otherwise alter the Database;

(h) You shall not commercialise (i.e., sell, rent or lease), copy, store or cache Stereoboard Content, other than for the intermediate purposes allowed by this Agreement;

(i) Your Application and your use of Stereoboard Content shall not: (i) be false, inaccurate or misleading; (ii) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (v) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or (vi) create liability for us or cause us to lose (in whole or in part) the services of any internet service provider or other suppliers; and

(j) You shall not knowingly create a software application that may be used to violate this Agreement or the Stereoboard Terms of Use set forth at http://www.stereoboard.com/terms or any other Stereoboard policy.

2.3 Approval.

You shall be responsible for all costs incurred in association with any required approval of of your Application by Stereoboard and any modifications necessary to meet the approval criteria and you will not be permitted to publicly display Stereoboard Content until such approval is complete.

2.4 Display of Logo.

Stereoboard hereby grants you a non-exclusive license to display the Stereoboard Logo as described herein (including those provided to you by Stereoboard or contained in the Partner Site).

3. Partnership Program Payments.

Stereoboard offers you fifty percent (50%) of all cost-per-click and cost-per-action revenue received by Stereoboard as a result of actions taken by your users on Stereoboard within a thirty day period of being transferred to Stereoboard through Stereoboard Content hosted on your site. All payments made to Stereoboard Partners will be determined by Stereoboard at its sole discretion. Without limitation, Stereoboard reserves the right to withhold payments to the extent that it determines that transactions completed via the Stereoboard Site are not legitimate or that you have violated the terms of this Agreement. Payments will be made once the Stereoboard Partner reaches £50 in due commissions. Payments will be made monthly by paypal, or BACS using the banking information supplied by Stereoboard Partner, once threshold for payment has been met.

4. Ownership; Sublicensing.

As between Stereoboard and you: (i) Stereoboard retains all rights, title and interest in and to all intellectual property rights embodied in or associated with Stereoboard Content, Stereoboard Site, and any and all Stereoboard services and any content created or derived therefrom; and (ii) you and your suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your site and your Application, excluding (i) above and any other intellectual property rights owned by Stereoboard. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Stereoboard. You shall not take any action inconsistent with Stereoboard’s ownership of the Database and/or Stereoboard Content. You shall not exceed the scope of the license granted hereunder. All license rights (under any applicable intellectual property right) granted herein are not sublicensable, transferable or assignable to any third party.

5. Competitive or Similar Materials.

In no event shall Stereoboard be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your Application and/or other products or services provided by you (collectively, "Products"), irrespective of their similarity to current Products or Products that you may develop hereafter.

6. Term and Termination.

The term of this Agreement shall begin on the date on which you create a Stereoboard Partner account as reflected in Stereoboard’s records ("Effective Date") and shall continue until such time as this agreement is terminated. Either party reserves the right to terminate this Agreement or suspend or discontinue your Stereoboard Partner License, or any portion or feature thereof, for any or no reason and at any time with or without notice to you and without liability to you. In the event you wish to terminate this Agreement, you must email a termination notice to partners@stereoboard.com. Any other methods used by you to terminate the Agreement will be void and shall not result in a termination. Your termination notice will be effective when it is received by Stereoboard. Upon the termination of this Agreement, your Partner account shall be revoked, all licenses granted hereunder shall terminate. The following Sections of the Agreement shall survive any expiration or termination of this Agreement: Section 2.2 ("General License Conditions and Restrictions"), Section 4 ("Ownership; Sublicensing"), this sentence of Section 6 ("Term and Termination"), Section 7 ("Confidentiality"), Section 9 ("Disclaimer of Other Warranties and Limitation of Liability"), Section 10 ("Indemnification"), and Section 11 ("Miscellaneous").

7. Confidentiality.

"Confidential Information" shall include all information provided by Stereoboard to you hereunder, and shall include, but not be limited to any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers that is not publicly available In connection with your receipt of Confidential Information, you agree that you shall not disclose Confidential Information to any third party, and shall not use Confidential Information other than as permitted under this Agreement. Your obligations hereunder shall survive the expiration or early termination of this Agreement for a period of three (3) years. Except as expressly set forth herein, no rights or licenses to any Stereoboard intellectual property rights are implied or granted under this agreement. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Stereoboard shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Please note that any information provided by you to Stereoboard hereunder is considered by Stereoboard to be non-confidential. Stereoboard has no duty, express or implied, to pay any compensation for the disclosure or use of the any such information provided by you to Stereoboard. Any compensation for the disclosure or use of non-confidential information is in the sole and absolute discretion of Stereoboard. You acknowledge and agree that any information you provide to Stereoboard is solely to consider a business relationship under this Agreement and you have no expectation of payment.

8. Security and Stability.

You acknowledge that it is in the best interests of both parties that Stereoboard maintains a secure and stable environment. To that end, Stereoboard reserves the right to change the method of access to the Database and/or Stereoboard Content. You also agree that, in the event of degradation or instability of Stereoboard’s system or an emergency, Stereoboard may, in its sole discretion, temporarily suspend your access to the Database and/or Stereoboard Content under this Agreement. Should Stereoboard experience unexpected downtime, you have the right to request explanation and to request instructions on how to troubleshoot issues that downtime may cause by emailing partners@stereoboard.com. Stereoboard does not guarantee that its response will ensure resumption of normal operation of the Stereoboard.com website. Stereoboard’s total liability under Section 8 is limited to £200.

Your continued access to the Database and Stereoboard Content is subject to your compliance with the following security standards:

(a) You agree to maintain reasonable safeguards to protect the security of all information provided to you by Stereoboard and to use such information only as intended under this Agreement.

(b) You agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to your interaction with Stereoboard.

(c) You agree to immediately notify Stereoboard in writing upon your discovery a breach of security of your facility, systems or site where Stereoboard Content or data relating to any use of the Stereoboard Site has been acquired by an unauthorized person. You agree that Stereoboard may monitor your use of Stereoboard Content in order to ensure that all such use is proper and intended primarily to direct customers to the Stereoboard site for legitimate purposes.

9. Disclaimer of Other Warranties and Limitation of Liability.

EXCEPT AS EXPRESSLY STATED HEREIN, STEREOBOARD DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. STEREOBOARD DOES NOT REPRESENT OR WARRANT THAT THE STEREOBOARD SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. STEREOBOARD SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, STEREOBOARD'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO £200 AND SHALL BE COMPUTED WITHOUT REGARD TO THE AGGREGATE LIABILITY LIMIT SET FORTH IN SECTION 8 WHICH SHALL BE SEPARATELY COMPUTED.

10. Indemnification.

You shall indemnify, defend and hold Stereoboard, its employees, agents, consultants, subsidiaries, partners, and licensors (each an "Indemnified Party") harmless from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of solicitors and other legal professionals) (collectively, "Claims") which Stereoboard and/or any Indemnified Party may incur and that arise from or are related to the development, operation, maintenance, use and contents of your Application and/or your site, including but not limited to any infringement of any third-party proprietary rights. At Stereoboard’s option, you shall assume control of the defence and settlement of any Claim subject to indemnification by you (provided that, in such event, Stereoboard may at any time thereafter elect to take over control of the defence and settlement of any such Claim, and in any event, you shall not settle any such Claim without Stereoboard’s prior written consent).

11. Miscellaneous.

This Agreement shall be governed by the laws of England and Wales. Any dispute arising out of or relating to this Agreement shall be resolved by non-binding mediation before a single mediator agreed to by the parties within thirty (30) days of a party’s receipt of a written demand for mediation. If the parties are unable to agree on a mediator or the dispute cannot be resolved through mediation, it shall be resolved through binding arbitration before a single arbitrator in England and Wales. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to Stereoboard by email, but any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties (Stereoboard may refuse to execute any such writings in Stereoboard’s sole and exclusive discretion). Any notices to Stereoboard must be sent to our company offices as set forth on our website via first class recorded mail or courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You and Stereoboard are not legal partners or agents, but are independent contractors.