FREE CONTENT AGREEMENT
1. Agreement Regarding Links. No modification
of content. No removal of links.
(a) You agree to fully cooperate with
Allie Mae in establishing all links. HTML code must be copied and
pasted exactly as it appears within the Free Content Program. The
code must not be modified in any way, and all links must remain intact.
(b) You shall not place a Link in newsgroups,
unsolicited e-mail, banner networks, counters, chat rooms or guest books.
(c) You shall not use or display the
Link or the Allie Mae Content in a manner that is defamatory, misleading,
libelous, obscene or otherwise potentially damaging to the reputation
of Allie Mae., or the goodwill associated with Allie Mae.
2. Copyrighted Material. You are solely
responsible for ensuring that the content of your Web site obeys all
applicable copyright and other laws. Allie Mae is not responsible
for your improper use of another party's copyrighted or proprietary
material, or your infringement on another partys Intellectual
3. Trademarks. All trademarks, trade
names and service marks of Allie Mae (collectively, the "Marks"),
including those related to the Allie Mae Site and AllieMae.org. Content,
are the exclusive property of Allie Mae. Notwithstanding anything
contained in this Agreement, Allie Mae reserves full ownership of
the Marks. All use of the Marks by you is limited solely to the use
contemplated by this Agreement.
4. Licenses and Use of the Marks.
(a) Allie Mae grants you a non-exclusive,
nontransferable, revocable license to:
(i) access the Allie Mae Site through
the Links solely in accordance with the terms of this Agreement; and
(ii) solely in connection with such
Links, to use Allie Mae's Marks, solely for the use contemplated by
(b) You may not alter, modify, or change
the Marks in any way. You are only entitled to use the Marks to the
extent that you remain a member in good standing of the Free Content
Program. You agree not to use the Marks or any portion of the Marks
in any manner that is disparaging or that otherwise portrays Allie
Mae. or the AllieMae.org Site or AllieMae.org Content in a negative
manner. Allie Mae. may revoke your registration at any time without
notice or reason.
5. Termination. Allie Mae. also reserves
the right to at any time terminate this Agreement and the related
content in its sole discretion and without notice.
6. Changing Content. Allie Mae reserves
the right to change, alter or delete any portion or all of the AllieMae.org
content at any time in its sole discretion and without prior notice
7. Indemnification. You hereby agree
to indemnify, defend, and hold harmless Allie Mae, its shareholders,
officers, directors, employees, agents, representatives, affiliates,
successors and assigns from and against any and all claims, demands,
losses, liabilities, damages or expenses (including attorneys' fees
and costs) of any nature whatsoever incurred or suffered by Allie
Mae, in so far as such losses (or actions in respect thereof) arise
out of, are related to, or are based on (a) the terms and conditions
of this Agreement, (b) the breach of any representation, warranty,
or covenant made by you in this Agreement, or (c) any claim related
to your Site.
8. Confidentiality. Except as otherwise
provided in this Agreement, or with the prior written consent of the
other party, each of the parties to this Agreement agrees that all
information including, without limitation, the terms of this Agreement,
business and financial information, technology and password information,
and other confidential information concerning you or Allie Mae. shall
remain strictly confidential and secret and shall not be utilized,
directly or indirectly, by such other party for its own business for
any other purpose, except, and solely to the extent necessary to exercise
rights and perform obligations under this Agreement. The foregoing
restrictions will not apply to information to the extent it; (a) was
known to the receiving party at the time of disclosure, (b) has become
publicly known through no wrongful act of the receiving party, (c)
has been rightfully received from a third party under no obligation
to the disclosing party, or (d) has been disclosed by court order
or as otherwise required by law if the receiving party has given the
disclosing party a reasonable opportunity to contest or limit the
scope of such required disclosure.
9. Modification. Allie Mae reserves
the right to change any and all of the terms and conditions in this
Agreement, at any time, in its sole discretion. Allie Mae representatives
will notify all Free Content Program Participants no less than two
(2) weeks prior to implementing any significant changes to the program.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT AND IMMEDIATELY DISCONTINUE YOUR USE OF
THE CONTENT. YOUR CONTINUED PARTICIPATION IN THE FREE CONTENT PROGRAM
AND/OR USE OF THE LINKS WITHIN 10 DAYS OF ALLIE MAE'S POSTING OF A
NEW AGREEMENT ON THE FREE CONTENT WEB PAGE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE MODIFICATION.
10. Construction. YOU AGREE THAT, IN
INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT
THAT THIS AGREEMENT HAS BEEN DRAFTED BY ALLIE MAE, AND YOU SHALL NOT
ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS
THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY
11. Possible Competition. YOU UNDERSTAND
THAT ALLIE MAE. MAY, AT ANY TIME (DIRECTLY OR INDIRECTLY) OPERATE
WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE.
12. Limitations on Liability.
(a) IN NO EVENT SHALL ALLIE MAE. BE
LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT DIRECTLY OR INDIRECTLY
RESULTING FROM ANY ACT OR OMISSION OF A THIRD PARTY.
(b) IN NO EVENT SHALL ALLIE MAE BE
LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES ARISING FROM THIS AGREEMENT, OR FOR ANY LOSS OF PROFITS, REVENUE,
DATA OR SERVICES, ARISING IN CONNECTION WITH THE OPERATION OR PERFORMANCE
OF THIS AGREEMENT OR THE OPERATION OF THE LINKS OR ALLIEMAE.ORG SITE,
REGARDLESS OF WHETHER ALLIE MAE. WAS INFORMED OR HAD DIRECT OR IMPUTED
KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE.
13. Disclaimer. THE Alliemae.org SITE
AND RELATED Alliemae.org CONTENT ARE PROVIDED AS IS WITH
NO WARRANTY, AND ALLIE MAE. EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS
OR IMPLIED, REGARDING THE Alliemae.org SITE AND/OR Alliemae.org CONTENT,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE
OF DEALING OR COURSE OF PERFORMANCE.
14. Authority. By entering into this
Agreement you are acting on behalf of yourself or your company, you
personally represent to Allie Mae that you have all requisite power
and authority to enter into this Agreement, that this Agreement has
been duly authorized by you or your company, and that this Agreement
will constitute the legal, valid and binding obligation of you or
your company. If you are entering into this Agreement and acting on
behalf of yourself, you represent to Allie Mae that you are an individual,
18 years of age or older, and a legal resident of the United States.
15. Publicity. You shall not create,
publish, distribute, or permit any written material that makes reference
to Allie Mae the AllieMae.org Site, or the AllieMae.org Content without
first submitting such material to Allie Mae and receiving written
consent and approval from Allie Mae.
16. Relationship of Parties. You and
Allie Mae are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship, or the relationship of
principal and agent between us. You have no authority to make or accept
any offers or representations on Allie Maes behalf. You will
not make any statement, whether on your Site or otherwise, that reasonably
would contradict anything in this Section 16. You as an independent
contractor, will have sole responsibility for your expenses, employees,
sales representatives and agents.
17. Miscellaneous. This Agreement shall
be governed by the laws of the United States and the State of California
without reference to any conflicts of laws. Any action relating to
this Agreement must be brought in the federal or state courts located
in Orange, California, and you irrevocably consent to the jurisdiction
of such courts.
18. Assignability. Allie Mae may assign
this Agreement at any time without prior notice or approval. You shall
not assign this Agreement, by operation of law or otherwise, without
the prior written consent of Allie Mae. Subject to the foregoing restriction
on you, this Agreement is binding upon, inures to the benefit of,
and is enforceable by the parties and their respective successors
and permitted assigns.
19. Entire Agreement. This Agreement
contains the entire agreement between you and Allie Mae with respect
to the subject matter contained in this Agreement, and supersedes
all prior and/or contemporaneous agreements or understandings, written
or oral, between you and Allie Mae with respect to the subject matter
of this Agreement.