Upon acceptance into the Affiliate Program, the Company grants Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Material during the term of this Agreement. The Affiliate may use the Promotional Material on its website, in emails, and in other promotional activities.
Affiliate may use any such Promotional Material solely for the purpose of promoting the Company’s products and/or for linking to the Company’s website. Affiliate may not make any other use of the Promotional Material and shall not state or imply that the Company has endorsed the Affiliate.
Affiliate agrees not to alter, add to, subtract from, or otherwise modify any of the Promotional Material provided by the Company without the express written consent of the Company. Moreover, Affiliate may not make any derivative works using the Promotional Materials.
Affiliate will not, directly or indirectly, use for his or her own benefit (other than to fulfill his or her obligations hereunder) or disclose to any third party any Confidential Information (as defined below) of Company without prior, written permission of Company in each instance. Confidential Information means all non-public information of Company, including, without limitation, these Terms and Conditions, sales figures, software passwords, Company list size, list contents, ideas, stories, activities, curriculum, event format, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer financial information, personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including, but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flowcharts, and other similar information that is proprietary to and confidential information of Company.
This Agreement imposes no obligation of confidentiality on Affiliate with regard to any portion of the Company’s Confidential Information (a) that is generally available to the public at the time of disclosure; (b) that becomes generally available to the public after the Promotion without any breach of this Agreement by Affiliate; or (c) that Affiliate can demonstrate by written records he or she had independently developed without any access to or usage of the Confidential Information.
In the event Affiliate becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), Affiliate shall provide to Company prompt prior written notice of such requirement so that Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions hereof, Affiliate shall furnish only that portion of the Confidential Information which he or she is advised by counsel is legally required to be disclosed, and shall use his or her best efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information. In general, Affiliate may not disclose any financial, personal, or business information about Company or its executives without permission from Company. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.