This Cooperative Agreement (this “Agreement”) is made on the date you click the button below and is between you, a Parnell Glyde Partner Clinic, (“Client”) and Parnell Corporate Services U.S., Inc., a Delaware corporation (“Parnell”), together the “Parties,” and each a “Party”. This Agreement governs the relationship between Parties as it relates to provision of data collection, data analysis, promotional and marketing materials by Parnell (the “Services”). BY CLICKING THE BUTTON BELOW, YOU ACCEPT THIS AGREEMENT (“Acceptance”) AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AS OF THE DATE YOU CLICK THE BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT CLICK THE BUTTON.
1. THE SERVICES. Client agrees that it wishes to engage with Parnell to access the Services, and Parnell agrees to provide the Services in compliance with this Agreement. Client represents and agrees that Parnell will have access to tracking and reporting data through a third-party partner (“Affiliate Partner”) to provide a portal for certain Parnell marketing material as well as data related to Client’s customers (“Client Data”) that engage with marketing content and purchase Parnell product from store.parnell.com, subject to the terms and conditions of this Agreement. Client grants licenses as per Section 2 below. Client agrees that the nature and scope of the Client Data will be as mutually agreed between Client and the Affiliate Partner, with input and suggestion from Parnell. Client and Parnell agree that Parnell shall use the Client Data to market and promote products and services to Client’s customers that opt-in via form submission or via a product purchase on store.parnell.com.
2. GRANT OF LICENSES. Effective upon Acceptance of this Agreement, Client grants to Parnell a Data License and a Marketing License, as defined below:
(a) A worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilizing, display and perform any Client Data for purposes of providing the Services (“Data License”), for the improvement or development of the Services and Parnell’s other products and services (as may exist now or in the future), for data reporting and/or for any other lawful purposes; and
(b) A worldwide, non-exclusive, limited, revocable, royalty-free, sublicensable and transferable license to Client’s trademarks, trade names and service marks (“Client IP”) as may be required for Parnell to deliver the Services (“Marketing License”). This Marketing License may be revoked at any time by providing thirty (30) days written notice to Parnell, after which Parnell shall be provided with a ninety (90) day “wind-down” period to use reasonable efforts to discontinue using the Client IP in the provision of the Services. Provided Parnell utilizes reasonable efforts in the wind-down period, Parnell shall have no liability to Client for Parnell’s inadvertent use of Client IP after the conclusion of the wind-down period.
3. DATA INTEGRATION: Client acknowledges and agrees that it has, contemporaneously with this Agreement, granted access permission to Parnell’s Affiliate Partner to access and transmit the Client Data to Parnell. Client and Parnell agree that the provision of data services by Affiliate Partner to Client shall be governed by the terms and conditions and/or agreement(s) between Client and Affiliate Partner, and that as between Parnell and Client, Client shall be solely responsible for:
(a) ensuring the accuracy of Client Data, ensuring and confirming the accuracy of any data or results created or output of the Services prior to publication to Client’s customers and/or other use, and undertaking procedures to test, identify and correct any errors or omissions relating to the foregoing; and
(b) maintaining the security and confidentiality of any usernames, passwords or other information within the Client Data, and limiting the disclosure of such usernames, passwords or other information to its employees and other authorized representatives, and any authorized or unauthorized access to the Client Data using such usernames, passwords or other information, and any actions taken thereunder; and
(c) ensuring compliance with all applicable privacy laws and/or regulations with respect to the Client Data; and
(d) any loss of data or breaches or alleged breaches of data security as may occur during the transfer of Client Data between Client and Parnell; and
(e) any costs incurred by Client related to hardware or software, or the updates or upgrades thereof, necessary to allow the transfer of Client Data, including but not limited to backing up the Client Data either on-site or off-site.
4. INTELLECTUAL PROPERTY
(a) Subject to the representations, warranties, and licenses(s) indicated herein, the Parties agree that Client owns the Client Data and Client IP.
(b) Client agrees that Parnell or its licensor holds all rights, title and interest in the Services and all other Parnell intellectual property, including but not limited to derivative works created using the Client Data. Client acknowledges that no title or interest in such intellectual property is being transferred to Client and Client agrees to make no claim of interest in any such Services.
(c) Client understands and agrees that all content and materials contained in this Agreement, the Services, the Parnell website, and any affiliated websites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Parnell or its licensor expressly reserves its rights in and to all such content and materials. Client further understands and agrees that Client are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Parnell or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to Client or conferred upon Client by this Agreement or otherwise.
5. TERMINATION. This Agreement will automatically terminate if Client fails to comply with any of the terms and conditions hereof. Client’s obligations under this Agreement shall survive termination. Client agrees that Parnell may modify this Agreement and the Services from time to time. Client agrees to be bound by any changes Parnell may reasonably make to this Agreement when such changes are made. The term of this Agreement shall continue in full force and effect as long as Client takes advantage of and use the Services. Parnell may, in its sole discretion, terminate this Agreement, or any commercial activity or other Services provided by Parnell under this Agreement immediately and without any notice for any reason or no reason, and shall have no liability to Client upon such termination.
6. INFORMATION AND PRIVACY.
(a) Through the provision of the Services, Parnell may collect personally identifiable information (“PII”) derived through the Client Data including but not limited to Client’s customer e-mail addresses, names, company names, home and work addresses, telephone and cell phone numbers, pet name, age, breed, weight, gender, history of osteoarthritis and other medical conditions, photographs, medications, and treatment history. Parnell collects and uses PII to operate and deliver the Services. Parnell may use the PII to inform Client or Client’s customers of other products or services available from Parnell and its affiliates and from other veterinary clinics. Parnell may share, but will not sell, the Client Data with third parties, including veterinary clinics that the Client belongs to. Parnell may share the Client Data with third-party research institutions for analysis of trends and reporting, without sharing personal or dog identification data.
(b) Client is solely responsible for any Client Data or other information that Client provides to us or to any other person during, whether directly or through a Data Partner, and in the course of any activity conducted with regard to the Services. Parnell may take any action with respect to such information Parnell deems necessary or appropriate in our sole discretion in order to avoid potential liability, losses or disruption to our Services. Client hereby grant Parnell a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to exercise any right Client has in such information, including copyrights and publicity rights in any media now known or not currently known, in accordance with the terms of this Agreement.
(c) Parnell may retain Client Data and related information indefinitely. If Client wishes to request that Parnell no longer uses such information or provide Services to Client, contact us at [email protected] Parnell will retain and use Client information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
(d) Parnell reserves the right at all times to disclose any information as Parnell deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Parnell’s sole discretion.
(e) Parnell has no affirmative duty to share the Client Data or any derivative works created through the provision of the Services with Client.
7. APPLICABLE LAW. This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Kansas. The Kansas State Courts of Johnson County (or if there is exclusive federal jurisdiction, the United States Court for the District of Kansas) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement and Client hereby consents to the jurisdiction of such courts.
8. REPRESENTATIONS AND WARRANTIES. Client, or the individuals who electronically execute this Agreement on behalf of Client, hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. Client warrants that each action Client makes is being done so in good faith and that none of Client’s actions in connection with the Services will infringe upon or conflict with the legal rights of a third-party (including but not limited to customers of Client) or a third-party’s trademark or trade name. As a condition of Client’s use of the Services, Client agrees not to use them for any purpose that is unlawful or prohibited by this Agreement, and Client agrees to comply with any applicable local, state, federal and international laws, government rules or requirements. Client represents and warrants that the Client Data that is the subject matter of this Agreement has been obtained lawfully and with full consent of Client’s customers, and further that Client has the legal right to provide such Client Data to Parnell, either directly or through its Data Partner. Client represents and warrants that this Agreement is not contrary to its practice management software license agreement or other customer relationship or data management software license.
9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
(a) NO LIABILITY FOR CONSEQUENTIAL DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Other Limitations: Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable and if a court of competent jurisdiction in a final, non-appealable judgment finds the Services have directly caused bodily injury, death, or property damages, in no event shall Parnell’s liability exceed $25.00.
(c) Release and Waiver: Client hereby releases Parnell from, and waives any and all claims Client may have now or in the future with respect to, any loss, corruption, or destruction of any Client Data or other information about Client or Client’s business, including the transfer of Client Data by the Data Partner, that is accessed, stored, read, transmitted, or manipulated by Parnell or the Data Partner, except to the extent that such loss, corruption, or destruction, is directly caused by Parnell’s gross negligence or willful misconduct.
10. INDEMNIFICATION. Client shall indemnify, defend and hold Parnell, its officers, shareholders, directors, employees, agents and affiliates, including but not limited to the Data Partner (each, a “Parnell Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought or threatened by a third party against any Parnell Indemnified Party relating to: (a) a breach or alleged breach by Client of any of its representations, warranties, covenants or obligations hereunder, (b) Client’s use, misuse or failure to use the Services, (c) Parnell’s use of the Client Data or provision of the Services, provided that such use is consistent with the terms of this Agreement, or (d) Client’s infringement or misappropriation of any Parnell intellectual property or the intellectual property rights of any third party; provided that, such cost, liability, loss or expense was not caused solely by the gross negligence or intentional misconduct of Parnell.
11. MISCELLANEOUS. If any provision of this Agreement is inconsistent with, or cannot be fully enforced under the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by an authorized officer of Parnell.
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