This is a contract between you (the HSFS Partner) and us (Vairt). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our HSFS Partner Program unless you agree to them. By participating in our Partner Program, you are agreeing to these terms.
For information on our Partner Program that applies to agency partners, please see .
We periodically update these guidelines and you can find the most recent version .
"Agreement" means this HSFS Partner Agreement and all materials referred or linked to in here.
“HSFS Partner Benefits” means the benefits made available to partners which we have described at the HSFS Website.
“HSFS Partner Program” means our partner program as described in this Agreement and on the HSFS Website.
“HSFS Website” means , or another website we may designate
"We", "us", “our”, and “Vairt” means Vairt, Inc.
“You”, “your”, and “Partner” means the party, other than Vairt, entering into this Agreement. For the HSFS Partner Program, this means the entity that applied to participate in the HSFS Partner Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.
Once you complete an application to become a HSFS Partner, we will review your application and notify you if you have been accepted to participate in the HSFS Partner Program, or not. If we do not notify you that you are accepted to participate in the HSFS Partner Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the HSFS Partner Program, then upon notification of acceptance of the terms and conditions of this Agreement shall apply in full force and effect until terminated pursuant to the terms set forth below.
Vairt reserves the right to change the HSFS Website, HSFS Program and HSFS Partner Benefits from time to time.
No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.
You grant to us a nonexclusive, non transferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the HSFS Partner Program and this Agreement.
During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the HSFS Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
If you are accepted as an HSFS Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to hsfs@Vairt.com.
No license to any software is granted by this Agreement. The Vairt products and services are protected by intellectual property laws. The Vairt products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Vairt products and services. Vairt, the Sprocket Design, the Vairt logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the Vairt products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Vairt products and services, without payment to you.
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Vairt customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
You represent and warrant that: (i) your participation in this HSFS Partner Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the HSFS Partner Program, (b) your noncompliance with or breach of this Agreement, or (c) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
To Vairt, Inc.: Vairt, Inc. 3791 Knight Drive, Macungie, PA 18062 U.S.A Attention: General Counsel
To you: your address as provided in our partner account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.