PARTNERSHIP TERMS AND CONDITIONS

This Agreement (referred to as “Agreement”) is entered into as of the date Effective Date (the “Effective Date”), by and between your institution ("Client"), and UNIGO LLC ("UNIGO”), a Wyoming limited liability company with offices at with its principal offices located at 30 North Gould Street, Suite 37326, Sheridan, WY. Client is solely responsible for all legal obligations under this Agreement. 

SERVICES:

DELIVERY OF ADVERTISEMENTS, USE OF MARKS, LOGO  & CONTENT: UNIGO shall deliver Client’s advertisements and other content ("Advertisements,” "Ads,” or “Content”) to visitors to UNIGO properties in order to generate leads for Client (“Services”). Client hereby grants UNIGO a non-exclusive, worldwide license to copy and distribute the Advertisements and/or Content as well as use the Client’s logo and marks through the Service pursuant to this Agreement.

PAYMENT: Client agrees to pay UNIGO in advance for all services. The first payment shall be in advance and equal to the Annual Subscription Fee for the Data Package indicated by Client when Client signed up for UNIGO services. Payment shall be made via check or ACH transfer. Each subsequent payment shall be due at the annual anniversary date of this Agreement, for the upcoming year. In the event all payments are not received in advance, UNIGO, at its sole discretion, may opt to either not commence Services and/or suspend them.

TERM:  The initial term of this Agreement shall be governed by the dates listed on the first page of this Insertion Order. This Agreement shall automatically renew for successive one (1) year terms until it is terminated by one party providing the other party with written notice of its intent to terminate this Agreement at least sixty (60) days prior to the end of the term of the Agreement. 

SYSTEM ACCESS: Client agrees to provide UNIGO with reasonable access to its systems so UNIGO may provide this service and accurately Inquiry disposition, response rates, and enrollment funnel metrics as they specifically pertain to Inquiries and Services provided by UNIGO.

INDEMNIFICATION: Each party (the “Indemnifying Party”) agrees to hold harmless, indemnify and defend the other, its affiliates, and their respective successors and assigns, and the shareholders, members, directors, officers, employees, and agents of any and all of the foregoing (the “Indemnified Parties”) from and against any losses, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claims brought by a third party: (i) that the Indemnifying Party or any of its agents under the Indemnifying Party’s control breached or allegedly breached its confidentiality obligations as set forth in Section 7; (ii) that the Indemnifying Party breached its warranties or representations as expressly set forth in Section 8 and Exhibit B (Client Email Marketing Terms), unless such claims arose out of or were caused by the negligence or willful misconduct of the Indemnified Party; and (iii) claims relating to the Indemnifying Party’s (or if Client is agency, then agency’s client’s) business or trademarks, copyrights, or any other materials provided by or made available by the Indemnifying Party. The Indemnified Party will (a) give the Indemnifying Party written notice of any claim, action, suit, and proceeding for which the Indemnified Parties are seeking indemnity; (b) grant control of the defense and settlement to the Indemnifying Party; and (c) provide, at the Indemnifying Party’s expense, reasonable assistance in the defense or settlement thereof. In any event, the Indemnified Parties shall have the right to participate, at their own expense, in the defense or settlement of any claim, action, suit or proceeding that is the subject of an indemnification obligation. The Indemnifying Party will not settle any claim that creates any ongoing liability to the Indemnified Party or an admission of liability with respect to any claim without the Indemnified Party’s written consent, which said consent shall not be unreasonably withheld.

DISCLAIMERS: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE WITH RESPECT TO ITS PRODUCTS AND/OR SERVICES.  TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICES ARE PROVIDED “AS IS” AND AT CLIENT’S OPTION AND RISK.  UNIGO MAKES NO WARRANTY OR GUARANTEE OF ANY KIND THAT THE SERVICES PROVIDED HEREUNDER WILL PROVIDE CERTAIN RESULTS, SPECIFIC VOLUMES OF TRAFFIC, ACCURATE CONSUMER INFORMATION, CONVERSIONS OR SALES OBJECTIVES OR ANY LEVEL OF PROFIT OR BUSINESS. CLIENT UNDERSTANDS AND ACCEPTS THAT CONSUMER AND CONSUMER DATA HAVE NOT BEEN SCREENED OR VALIDATED BY UNIGO AND ARE NOT GUARANTEED TO BE ACCURATE OR ERROR-FREE AND UNIGO IS NOT LIABLE FOR SUCH INACCURACS.

LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, FOR THE OPERATION OR USE OF CONTENT OR SERVICES, SUCH DAMAGES ARISING FROM OR RELATED TO LOSS OF OR DAMAGE TO DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES, EXCEPT THAT CLIENT WILL BE LIABLE FOR ACTS OR OMISSIONS OF ITS AGENTS ACTING UNDER CLIENT’S CONTROL. UNIGO’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO UNIGO FOR SERVICES HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE A CLAIM IS RAISED HEREUNDER. TO THE EXTENT PERMITTED BY LAW, THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

RESERVATION OF UNIGO RIGHT TO REVISE THE AGREEMENT: Notwithstanding anything to the contrary herein, the Parties agree that, UNIGO may revise this Agreement upon thirty (30) business day’s prior written notice to Client. Such revisions may include but are not limited to changes to Services. In the event Client chooses not to abide by the revised Agreement, Client may terminate this Agreement according to the termination provisions herein; otherwise, the revised Agreement will be binding upon Client.

 LEGAL CONSTRUCTION:  If one or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect for any reason by a court of competent jurisdiction, the invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

WAIVER:  The waiver by the UNIGO of a breach of the Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.

AUTHORITY:  By signing this Agreement, the Client representative acknowledges, represents, and warrants that she/he has the authority to act on behalf of the Client and accept all terms and conditions in this Agreement.

ASSIGNMENTS: Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

NO THIRD-PARTY BENEFICIARIES & PARTIES BENEFITED: This Agreement and all future amendments shall inure only to the benefit of, and shall be binding on, both Parties and their heirs, successors and permitted assigns. The parties do not confer any rights or remedies upon any other person or party other than the Parties to this Agreement and their respective successors and permitted assigns.

FORCE MAJEURE: Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Client and UNIGO with respect to the Insertion Order supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

NOTICES: Any notices to UNIGO regarding this Agreement to UNIGO should be sent via electronic mail to compliance@unigo.com or mailed to UNIGO at 30 North Gould Street, Suite 37326, Sheridan, WY 82801

MISCELLANEOUS:  (i) No conditions other than those set forth in this Agreement shall be binding on either party unless expressly agreed to in writing. No modifications to this Agreement shall be binding upon either Party without the express, written consent of each Party. Except as otherwise provided hereunder, in the event of any inconsistency between this Agreement or any IO and this Agreement, this Agreement shall control. This Agreement shall supersede any and all other agreements, whether written or oral, between the Parties. Each Party hereby rejects any terms or conditions (“Form Terms”) appearing on any purchase or IOs or other supplements that are in addition to, or different from, this Agreement, and the parties agree that all such Form Terms shall be void and of no force or effect. (ii) The Parties agree that UNIGO shall have the right to reference and refer to its work for and relationship with Client for marketing and promotional purposes. (iii) The Parties agree that their relationship hereunder is that of independent contractors. Neither Party shall be deemed to be the agent, partner, joint venture, franchisor-franchisee, nor employee of the other Party, and neither shall have any authority to make any agreements or representations on the other’s behalf other than as set forth in this Agreement.  (iv) Rights and obligations under Sections 6, 7, 9, 10, 11, 12, 14 and 15 shall survive and will remain in full force and effect upon termination of this Agreement.  (v) Neither Party shall be liable for, or considered in breach of or default under this Agreement on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (including without limitation, equipment failure) provided that the non-performing party give reasonably prompt notice under the circumstances of such condition(s) to the other party. (vi) This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any and all actions instituted by any party arising out of this Agreement shall only be brought, tried, and resolved in the applicable federal or state courts having jurisdiction in Sheridan, Wyoming, USA and no other forum. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN SHERIDAN COUNTY, WYOMING.