III. General Terms and Conditions
Term. The initial term of this Agreement shall commence as of the Effective Date and end one (1} year thereafter, unless terminated earlier for cause as permitted herein. If not so terminated, the Agreement shall thereafter renew for additional one-year periods, provided, however, that either Party may terminate the initial renewal term or any subsequent renewal term on thirty (30) days' written notice to the other Party.
Modification. HAR may modify any of the terms and conditions in this Agreement at any time at their sole discretion. In such an event, HAR will notify {companyName} by email. Modifications may include but are not limited to changes in the payment procedures and HAR's affiliate program rules.
If any modification is unacceptable to {companyName}, their only option is to end this Agreement. Continued participation in the HAR's affiliate program following the notification of change or new Agreement posting on our site will indicate your agreement to the changes.
Termination. Either Party may terminate this Agreement for cause upon thirty (30) days' written notice upon the occurrence of either of the following events: (i) the other Party is adjudicated insolvent or becomes insolvent; or (ii) the other Party is in material breach this Agreement and such breach is not cured within thirty (30) days' of receipt of written notice thereof.
Without limiting the ability to terminate {companyName}'s agreement for any reason at HAR's absolute discretion, {companyName}'s affiliate agreement will be terminated if:
a) {companyName}'s website and/or marketing contains images or content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
b) {companyName}'s website or marketing promotes illegal activities or is intended to harass or defame any person.
c) {companyName}'s website or marketing intentionally includes variations or misspellings thereof in their domain names or otherwise violates the HAR's intellectual property rights or the intellectual property rights of others.
Effect of Termination. Upon termination, {companyName} agrees that the affiliate link granted hereunder will terminate and will therefore immediately discontinue all use of the Course materials. Termination shall not affect {companyName}'s right to receive payment for any Course sold prior to the effective date of termination. Any such amounts due to {companyName} shall be paid in accordance with the payment schedule set forth above.
Relationship of the Parties. Nothing contained herein shall be construed as creating a legal partnership, joint venture, or agency of any kind, nor as conferring any legal right on a third party.
Limitation of Liability. Notwithstanding any provision to the contrary, the liability of HAR shall not exceed the amount paid to {companyName} pursuant to this Agreement.
Confidentiality. Except as otherwise required by law, the Parties agree that all provisions of this Agreement, including these terms and conditions, shall remain confidential.
Assignment. Neither Party shall assign this Agreement without the other Party's prior written consent.
Waiver. No waiver by either Party shall be considered a waiver of any prior or subsequent breach of the same or of any other provision.
Notices. Any notice required or permitted hereunder shall be in writing and directed to the attention of the signatory identified on the signature page and delivered to the address set forth on the first page of this Agreement.
Entire Agreement; Amendment. This Agreement constitutes the entire Agreement between the Parties, and supersedes all previous negotiations and proposals, whether oral or written, the Parties with respect to its subject matter. No amendment of this Agreement shall be effective unless set forth in a writing signed by each Party's duly authorized representative.
Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable by any court of competent jurisdiction, such determination shall not affect any other provision of this Agreement.
Legal Compliance. The Parties warrant that they will carry on the activities contemplated under this Agreement in compliance with applicable federal, state, and local law.
Applicable Law; Venue. This Agreement shall be interpreted under the laws of the State of Minnesota, without giving effect to its conflicts of laws principles. Any action or proceeding to enforce this Agreement or any provision thereof shall be brought exclusively in state or federal courts located in Minnesota.
Attorneys' Fees and Costs. In any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover all costs of suit including, without limitation, its reasonable attorney's fees.
Force Majeure. If events beyond the reasonable control of the Parties occur, including but not limited to acts of God, severe weather, war, governmental acts, public health emergencies, epidemic or pandemic, strikes, civil unrest, terrorist attacks, or the curtailment of transportation affecting any city where activities are contemplated hereunder, which renders it impractical, illegal or impossible for any Party to perform or enjoy the benefits of this Agreement, this Agreement may be terminated upon written notice to the other Party. In such event, neither Party shall have any further liability to the other.