The Gridwise, Inc. (“Gridwise”) Partnership Marketing program (“Partnership Program”) is subject to and governed by these Partnership Marketing Terms and Conditions, including the Standard Partnership Terms attached hereto at Exhibit A, the Content Guidelines contained at Exhibit B, and the Service Expectations contained at Exhibit C, which are incorporated herein by reference (collectively, the “Terms and Conditions”). By accepting these Terms and Conditions (either via click-through acceptance, oral, in-writing (including e-mail), or otherwise), or by otherwise participating in, or being a part of, the Partnership Program, you (referred to herein as “You”, “Your” or “Partner”) agree to be fully bound by these Terms and Conditions.
You understand, acknowledge, and agree, that in consideration of the mutual covenants, terms, conditions, and benefits of the Partnership Program, the sufficiency of which is evidenced herein, these Terms and Conditions constitute a legally binding agreement between Gridwise and You. If You do not want to be fully bound by these Terms and Conditions, do not accept the Terms and Conditions and do not participate in, or otherwise be a part of, the Partnership Program.
PARTNERSHIP SERVICES. As A Partner, you shall provide the partnership services contained in the Service Expectations attached at Exhibit C (“Service Expectations”), at the direction of, and with reasonable oversight from, Gridwise. Your performance of the Service Expectations shall be in accordance, and compliance, with the Content Guidelines contained at Exhibit B. For avoidance of doubt, the Service Expectations may be updated, amended or otherwise changed by Gridwise, at any time (with or without notice) in its sole discretion.
NO COMPENSATION. You understand, acknowledge, and agree that you will not receive compensation (including but not limited to any monetary amounts, royalties, fees, payments, etc.) of any type or kind for your participation as a Partner in the Partnership Program.
TERM. Your participation as a Partner in the Partnership Program shall commence upon Your acceptance of the Terms and Conditions and remain in full effect until otherwise terminated in accordance with the terms contained herein (“Participation Term”).
CONTACT: If you have any questions regarding this Partnership Agreement, please contact partner@gridwise.io.
EXHIBIT A
STANDARD PARTNERSHIP TERMS
Confidentiality. Partner shall not disclose any information learned or otherwise obtained during its participation in the Partnership Program and/or under these Terms and Conditions (regardless of whether or not such information is described as confidential, important, proprietary, privileged, or otherwise) without Gridwise’s prior written permission. Partner further agrees to keep confidential all documents and other materials and information (whether written, oral, or otherwise) delivered by Gridwise to Partner or otherwise utilized or acquired by Gridwise or Partner in the Partnership Program and/or in the performance of the Service Exceptions contained in Exhibit C. Finally, Partner agrees to keep these Terms confidential.
Representations and Warranties. Partner warrants and represents to Gridwise that: (a) it has the full right and authority to enter into these Terms and Conditions and perform the Service Expectations contained hereunder without violating any legal or equitable right of any third party; (b) it has not previously authorized (which authority is still in effect) nor will it authorize or permit the use of Partner’s Likeness in connection with the advertising or promotion of any product or service competitive to Gridwise or any Gridwise product, service, or business; (c) Partner owns or otherwise controls all of the rights, titles, interests, and permissions needed to perform the Service Expectations (including but not limited to all rights, titles, interest, and permissions in Content and Partner’s Likeness); (c) Gridwise’s exercise of any of the rights or permissions granted herein (including but not limited to the right for Gridwise to use Partner’s Likeness and the Content) shall not infringe, violate or misappropriate any intellectual property right of any third party; and (d) Partner is and shall remain in compliance with all applicable laws, regulations, guidelines, and orders.
Indemnification. Partner shall indemnify, release, and hold harmless, Gridwise from any and all liability, loss, claims, suits, costs (including but not limited to court fees and attorney fees), fines, penalties, or damages (including but not limited to, compensatory, punitive, enhanced, consequential and incidental damages, whether such damages arise under contract, tort or statute) (collectively, “Claims”) arising out of or in connection with: (a) Partner’s participation in the Partnership Program and/or performance of the Service Expectations; (b) Gridwise’s use of Partner’s Likeness and/or the Content as contemplated in these Terms and Conditions; (c) Partner’s breach of any of the terms of these Terms and Conditions including any of the representations, warranties, and covenants contained herein; and (d) Partner’s negligence/misconduct under these Terms and Conditions or in its participation of the Partnership Program. Further, by participating in the Partnership Program, Partner hereby understands, acknowledges, and agrees that it waives any and all rights to bring any claim, action, or proceeding against Gridwise in connection with the Partnership Program, Partner’s participation in the Partner Program, and otherwise.
Termination. Gridwise may immediately terminate these Terms and Conditions, and/or Partner’s participation in the Partner Program, at any time in its sole discretion, for cause or convenience, upon notice in-writing (email is sufficient) to Partner (effective upon transmission by Gridwise). In the event of termination by Gridwise, Partner: (i) shall immediately remove all Content; (ii) shall immediately cease performance of the Service Expectations; and (iii) will be relieved of its obligation to perform the Service Expectations.
Content, Ownership, and Usage. To the fullest extent permitted by applicable law, Gridwise shall retain all right, title, and interest in and to: (a) the Partnership Program and any/all related intellectual property rights (whether pre-existing or created or formed during the Partnership Program); (b) all Gridwise intellectual property and related intellectual property rights, including but not limited to trademarks, logos, copyrights, etc., whether pre-existing or created or formed during the Partnership Program); and (c) all materials provided, or otherwise made available to, Partner in Partner’s participation in the Partnership Program (including but not limited to any materials, templates, standards, documents, forms, marketing, ideas, styles, layouts, etc. contained in or provided pursuant to the Service Expectations in Exhibit C). Partner shall retain all right, title, and interest in and to Partner’s original performance of the Service Expectations (specifically excluding any and all elements retained by Gridwise pursuant to this section), including Partner’s original email sends or social media posts under the Partnership Program (collectively, “Partner Content”). Further, Gridwise shall have, and Partner hereby irrevocably grants to Gridwise and its successors and assigns, the exclusive, perpetual, worldwide right and permission to use, publish, edit, modify and distribute Partner’s name, image, likeness, voice, picture, performance, social media handles, quotes, and approved biographical data (collectively, Partner’s Likeness”), as well as the Partner Content, in whole or in part, in any and all media now known or hereafter devised, with or without notice to Partner, for the purposes of promoting and/or marketing Gridwise or the Partnership Program, including for industrial, trade, public relations, and archival purposes. For avoidance of doubt, this grant includes the right for Gridwise to like, favorite, retweet, share, repost, redistribute, syndicate, amplify (including using paid promotion or whitelisting) or otherwise utilize the Partner Content or Partner’s Likeness in any manner in perpetuity. Gridwise shall not be required to remove Content at expiration or tof the Term.
Publicity. Gridwise may use the Partner’s name in its client list, case studies, investor materials, and in other promotional information including but not limited to brochures, reports, letters, white papers, and electronic media such as e-mails and Gridwise’s website.
Miscellaneous Provisions. In performing the Service Expectations under these Terms and Conditions, Partner shall operate as, and have the status of, an independent contractor and shall not act as or be an agent or employee of Gridwise. Partner is responsible for all federal, state and local taxes and any other costs or expenses incurred in accepting any compensation from Gridwise. Partner may not assign these Terms and Conditions without prior written approval of Gridwise. Gridwise may assign these Terms and Conditions as determined by Gridwise in its sole discretion. Provisions that survive termination or expiration of these Terms and Conditions are those relating to representations and warranties, indemnification, the license grant, usage rights and limitations, and others which by their nature are intended to survive. These Terms and Conditions will be governed by the laws of the Commonwealth of Pennsylvania. These Terms and Conditions contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings. Gridwise retains the right to modify or cancel these Terms and Conditions at any time. No waiver, modification or addition to these Terms and Conditions shall be valid unless in writing and signed by the parties hereto.
EXHIBIT B
CONTENT GUIDELINES
1. Partner shall use content provided by Gridwise in its performance of the Service Expectations, provided that Gridwise permits the Partner to slightly modify the language to ensure it better aligns with Partner’s business. If Partner would like to use content materially different than what has been provided by Gridwise, Partner will be required to get Gridwise written approval (email sufficient) to do so.
2. Partner must comply with all applicable laws in its performance of the Exhibit B Service Expectations and/or in its participation in the Partnership Program.
3. Partner’s performance of the Service Expectations shall not contain any content that is Content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory or libelous, or that otherwise contains inappropriate content or objectionable material.
4. Partner shall be fully responsible for obtaining any and all necessary approvals, permissions, and/or rights needed to use any third-party content that it utilizes (excluding materials provided by Gridwise) in its performance of the Service Expectations.
5. Partner shall not use any Gridwise intellectual property, or otherwise reference Gridwise in any public facing manner, except as specifically permitted by Gridwise.
EXHIBIT C
SERVICE EXPECTATIONS
Partner agrees to provide the Services described below to promote the Program. Partner agrees to participate in services consistent with the specifications set forth below and promptly review and/or supply information and quotes for use in materials for the Program, including without limitation press materials, press kits, news releases, any filmed, videotaped or recorded interviews, newsletters/columns (collectively the “Materials”). Partner further agrees that during the Term, Partner will not make any statements that disparage or reflect unfavorably on the Program or Gridwise.
Partner will create awareness of the Partnership Program to its users on a recurring basis through all communication channels at its disposal including but not limited to email, newsletters, in-app, and website using clear and conspicuous disclosures in all content Partner creates in connection with the Program (“Content”) indicating that Partner is participating in a program sponsored by Gridwise. Partner will cooperate with Gridwise’s reasonable instructions regarding such disclosures including without limitation with respect to format, content, placement, timing, frequency and proximity to applicable claims.
