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- Link Agreement
This Website Linking Agreement (the “Agreement”) is entered into as of the Effective Date by and between the Arabian Horse Association (“AHA”), a Colorado nonprofit corporation with its principal place of business at 10805 East Bethany Drive, Aurora, Colorado 80014-2605, and the Associate below:
- "Associate Website" means the Website with the home page URL shown above and all Web pages which use the same domain name as the Associate home URL and/or any other Web page under the control of Associate and which is designed to appear as part of a single Website operated under the Associate home page URL.
- "AHA Website" means the Website which has the home page URL of www.ArabianHorses.org.
- "AHA Intellectual Property" means the names AHA and Arabian Horse Association, the AHA Logos (including without limitation the AHA Link Logo), and any trademark, service mark, trade name, color combination, insignia or device owned or used by AHA.
- "AHA Link Logo" means a small logo or banner logo, as determined by AHA, signifying AHA and the AHA Website, and indicating that it is a hyperlink to a page within the AHA Website. An electronic copy of the AHA Link Logo, suitable for use within a Website, shall be provided to Associate upon execution of this Agreement.
- Grant. AHA hereby grants to Associate a nonexclusive, nontransferable revocable license to create and maintain links from the Associate Website to the home page of the AHA Website (an "AHA Link"), subject to the terms and conditions of this Agreement. AHA Links may be by way of a text link or by way of the AHA Link Logo. Neither party shall owe to the other any royalty, fee, commission, or other cost arising out of the creation, maintenance or use of an AHA Link (except as expressly set forth herein).
- Usage Requirements for AHA Intellectual Property. AHA hereby grants to Associate a nonexclusive, nontransferable revocable license to create and maintain links from the Associate Website to the home page of the AHA Website (an "AHA Link"), subject to the terms and conditions of this Agreement. AHA Links may be by way of a text link or by way of the AHA Link Logo. Neither party shall owe to the other any royalty, fee, commission, or other cost arising out of the creation, maintenance or use of an AHA Link (except as expressly set forth herein).
- Associate may not change the appearance of the AHA Link Logo. The AHA Link Logo may be used solely for the AHA Link and not for any other purpose. The AHA Link Logo may not be attached to or combined or merged with any Associate or third party's logo. The AHA Link Logo may not be used as a design element of any Associate logo or third party's logo or link logo.
- Pages of the AHA Website which are the end-targets of an AHA Link must not be "framed" (as that term is generally used in the Internet industry) or otherwise distorted from their intended presentation. No permission is given to cache or otherwise download the AHA Website or its content (via a Proxy server or any other means).
- AHA Links may not be used to link end-users to Websites other than the AHA Website. The AHA Intellectual Property may not be used in any manner to associate AHA with, or imply sponsorship or endorsement by AHA of, other Websites, or of Associate or its products, or services.
- No AHA Link shall be designed to be directed to or targeted at individuals under the age of 13 ("children"). If any portion of the Associate Website is targeted at or directed at children (as that term is used in the U.S. Children's Online Privacy Protection Act of 1998), no AHA links may be contained within those portions of the Associate Website.
- Except as expressly provided herein, this Agreement conveys no property, license, permission or interest of any kind in or to the use of any AHA Intellectual Property. Associate agrees that it shall in no way contest or deny the validity of, or the right or title of, AHA in or to any AHA Intellectual Property by reason of this Agreement, and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. Associate shall not utilize any AHA Intellectual Property in any manner that would diminish its value or harm the reputation of AHA, or to disparage AHA, its products and/or services. Upon termination of this Agreement, any and all rights or privileges of Associate to the use of AHA Intellectual Property will cease.
- Access Rights. For the purposes of determining Associate's compliance with the terms of this Agreement, Associate grants AHA unrestricted rights to access and view those areas of the Associate Website which use (in any fashion) the AHA name, an AHA Link or the AHA Link Logo or any other AHA Intellectual Property, without charge to AHA.
- No Warranty. The AHA Website is provided AS IS. AHA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE AHA WEBSITE, THE AHA LINK LOGO, AND SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH ASSOCIATE'S ENJOYMENT OF ANY INFORMATION UNDER OR BECAUSE OF THIS AGREEMENT OR BY WAY OF THE AHA WEBSITE, AND THERE IS NO WARRANTY AGAINST INFRINGEMENT FOR ANY USE OF THE AHA INTELLECTUAL PROPERTY AND/OR THE AHA WEBSITE.
- Limitation of Liability. IN NO EVENT SHALL AHA BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER DIRECT OR VICARIOUS, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR DOWN TIME, OR OTHERWISE, EVEN IF AHA OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ASSOCIATE ACKNOWLEDGES THAT, BETWEEN THE PARTIES, ASSOCIATE IS SOLELY RESPONSIBLE FOR THE CONTENT OF THE ASSOCIATE WEBSITE.
- Indemnity. Associate shall defend, indemnify, and hold harmless AHA and its officers, directors, employees, agents, for any loss or damage caused to AHA arising out of (i) Associate's Website or (ii) Associate's use of the name AHA, an AHA Link, or the AHA Link Logo other than in accordance with the terms of this Agreement.
- Term. This Agreement shall remain in effect until either party gives notice to the other party that the Agreement has been terminated. AHA reserves the right to alter, modify, or discontinue the AHA Website and/or the AHA Link Logo at any time in its sole discretion. AHA has the sole discretion to terminate this Agreement, or to terminate Associate's rights to use the AHA name, an AHA Link or the AHA Link Logo at any time, with or without reason, upon notice to Associate.
- No Waiver. The failure of a party to exercise the rights granted to it hereunder upon the occurrence of any default or breach shall not constitute a waiver of any such right upon a reoccurrence of the same or a similar breach of default or the occurrence of any other default or breach.
- Notices. Any notice required under this Agreement shall be in writing and shall be deemed given when mailed by certified or registered mail, return receipt requested, postage prepaid, then 3 days after such mailing, or, when transmitted by facsimile, then after a confirmation of the facsimile transmission is produced by the sending facsimile machine. Any such notice, request or communication shall be addressed to the addresses indicated below each party's signatures below, or to such other party at such other address as such party, by notice given as herein provided, shall designate.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified except in writing signed by both Parties.
- Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Colorado.
- Survival of Rights. The terms and conditions of this Agreement providing for any activity following the expiration or termination of this Agreement, which, by its terms is intended to survive the expiration or termination of this Agreement, shall so survive.
- No Partnership or Agency. The Parties are independent contractors and nothing contained in this Agreement shall be construed as creating the relationship between the Parties of partners, joint venturers or agents.
- Severability. In the event any provision of this Agreement shall be deemed to be illegal, void or unenforceable, then the same shall not affect the remaining portions of this Agreement that are not determined to be illegal, void or unenforceable, which remaining provisions shall survive and constitute the agreement of the Parties.
- Dispute Resolution. The parties shall endeavor in good faith to resolve any disputes which may arise regarding this Agreement. If a dispute arises, then within ten (10) business days of a written request by either party, representatives of each party with authority to resolve the dispute shall meet and attempt to resolve the issue. If the dispute has not then been resolved, then any party may submit such dispute to confidential binding arbitration in Arapahoe County, Colorado pursuant to the commercial arbitration rules of the CPR Institute for Dispute Resolution then in force, or pursuant to such other rules to which the parties may agree. The prevailing party shall bear the other party's costs associated with any arbitration proceeding. Notwithstanding the foregoing, either party shall have the right to sue in court with respect to disputes relating to issues of proprietary rights, including but not limited to intellectual property.