Align 3rd Party Vendor Agreement
This THIRD-PARTY VENDOR AGREEMENT (the “Agreement”) is entered into and made effective as of this day of (the “Effective Date”)
BETWEEN: ALIGN BALLET METHOD, INC, a corporation, incorporated under the laws of the state of California, having its principal place of business at 6085 W. Pico Los Angeles, California, 90035 (hereinafter referred to as “Align Ballet Method”).
AND: , having a primary address at (hereinafter referred to as “Vendor”).
*Hereinafter, Company and Vendor may jointly be referred to herein as the “Parties,” and individually as a “Party”.
WHEREAS, Align Ballet Method operates an online platform for dance lessons and fitness classes consisting of a website located at https://alignballetmethod.com/, together with payment infrastructure, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site” or “Website”).
WHEREAS, Vendor desires to use the Website to sell and promote events including but not limited to video sales, classes, workshops and live events (collectively “Vendor Contents”); and
WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual rights and obligations with respect to the foregoing
NOW, THEREFORE, in consideration of the mutual promises and covenants, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1. Subject to the terms and conditions contained in this Agreement, Align Ballet Method hereby grants Vendor access to use of the Website to sell and promote Vendor’s Contents.
1.2. Vendor acknowledges that Align Ballet Method is relying upon Vendor to ensure that all Vendor Content is accurate and complete, and Vendor agrees to notify Align Ballet Method and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete. Vendor retains ownership and all rights, and interest to Vendor Content.
1.3. Align Ballet Method agrees that it will not make modifications or alterations to Vendor Content without Vendor’s prior confirmation. Notwithstanding anything to the contrary contained herein, Align Ballet Method may periodically review Vendor Content and Align Ballet Method reserve the right to remove any Vendor Content in Align Ballet Method’s sole discretion for any reason whatsoever without notice or liability to Vendor.
1.4. Vendor agrees and understands that Align Ballet Method only provides a platform for Vendor to sell Vendor’s Contents and is not a party to the transaction between the Vendor and buyers of Contents on the Website.
1.5. Vendor will comply with all applicable federal, state, and local laws and regulations including but not limited to data protection law and regulations (such as, but not limited to, the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and other privacy laws and regulations that are now in effect or may yet come into effect.
1.6. Nothing contained in this Agreement will be deemed or construed by the Parties or by any third party to create the relationship of principal and agent, a fiduciary, or of partnership, joint venture or any other type of association between Align Ballet Method and Vendor, it being expressly understood and agreed that neither the provisions contained in this Agreement nor any acts of the parties shall be deemed to create any relationship between the Align Ballet Method and Vendor other than as website owner and website user. No officer, employee, agent or independent contractor of either party will at any time be deemed an employee, representative, agent or contractor of the other Party solely because of this Agreement.
1.7. Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by Align Ballet Method shall be and remain the sole property of Align Ballet Method.
2.1. The Term of this Agreement begins on the Effective Date and continues until either Party terminates this Agreement upon thirty (30) days written notice to the other Party.
3.1. Align Ballet Method shall be entitled to receive, and Vendor shall Pay Align Ballet Method, commission amounting to 20% on all Sales (Gross) made by Vendor via the Website (“Sales Commission”).
3.2. Sales Commission due under this Agreement shall be deducted from the vendors scheduled payout. Vendor payouts will occur every 60 days.
3.3. Align Ballet Method reserves the right to claw back payouts from commissions on refunded items after the commission has been paid out.
4.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
4.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIGN BALLET METHOD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) VENDOR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE WEBSITE; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF VENDOR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALIGN BALLET METHOD EXCEED THE AMOUNT PAID FOR THE SERVICES. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, AND TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THEATER.ACADEMY HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
4.3. Neither Party is liable for breach of contract damages that the breaching Party could not reasonably have foreseen when it entered this Agreement.
5.1. The Parties desire to keep the transactions contemplated by this Agreement, including but not limited to sales commission, secret and private. As such, during and after the Term of this Agreement, neither Party shall not disclose, communicate, publish or disseminate to any person or entity, directly or indirectly, information relating to the transactions contemplated herein. Each Party’s duty to hold the transactions contemplated by this Agreement in confidence shall survive the termination of this Agreement.
5.2. Neither Party shall make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that the disclosing Party shall be so obligated by applicable law or regulation, in which case the other Party shall be advised, and all parties shall use their best efforts to cause a mutually agreeable release or announcement to be issued.
5.3. The Parties agree and acknowledge that the unauthorized disclosure of the transactions contemplated by this Agreement will cause irreparable loss, harm and damage to the other Party. Accordingly, the either Party indemnifies and holds the other Party harmless against any loss, action, expense, claim, damage, or harm suffered or sustained by either Party pursuant to a breach by the other Party.
6.1. Vendor hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all Claims against Align Ballet Method that arise from or relate to any future disputes or litigation between Vendor and Buyer outside of our Align Ballet Method to provide transaction services.
6.2. Vendor hereby waive all your moral rights in Vendor Content to the maximum extent permitted by applicable law; and Vendor warrant and represent that all other moral rights in Vendor Content have been waived to the maximum extent permitted by applicable law.
7.1. The Parties agree that, at all times during the Term and following the Date of Termination, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other.
8.1. No Vendor Content shall: (i) be obscene, defamatory, libelous, slanderous, profane, indecent or unlawful; (ii) infringe or misappropriate third party intellectual property rights; (iii) constitute “hate speech,” whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (iv) promote unlawful activities, unapproved company service and product (v) contain fraudulent offers for good or services. Vendor will follow industry standards designed to prevent the inclusion in its Content or advertising of viruses, worms, corrupted files, cracks, hackz or other materials that are intended to damage or render inoperable software, hardware or security measures of Client, any User or any third party
9.1 Governing Law & Dispute Resolution. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of California without regard to conflict of laws principles. The Parties agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action.
9.2. Modification & Assignment. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Neither party may assign its rights under this Agreement without the prior written consent of the other party hereto, and any attempt to do so shall be a breach of this Agreement and shall be void.
9.4. Severability, Waiver. If any part or any provision of this Agreement is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of this Agreement. No waiver by either Party to any provisions of this Agreement shall be binding unless made in writing.
9.5. Counterparts. This Agreement may be executed in two or more counterparts (including by portable document format (PDF)), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
9.6. Electronic Signatures. Electronic signatures shall be treated in all respects as having the same force and effect as original signatures.
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Signed by Michael Cornell
Signed On: May 8, 2023
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Document Name: Align 3rd Party Vendor Agreement
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