This agreement (this "Agreement") is entered into by and between WyzAnt, Inc., a
Delaware corporation ("WyzAnt"), and my company (the "COMPANY"), effective as of
today (12/17/14). Each of WyzAnt and COMPANY are sometimes
referred to in this Agreement as a "Party," and together as the "Parties."
Responsibilities of the Parties.
- WyzAnt will provide COMPANY with information regarding WyzAnt’s tutors, including
but not limited to tutor's name, hourly price, specialized skills, etc. (together,
the "Tutor Information") in forms and formats reasonably requested by COMPANY. WyzAnt
has the right to limit and modify the Tutor Information that is displayed on COMPANY
and COMPANY acknowledges and agrees that all Tutor Information shall remain the
property of WyzAnt and shall not be sold or otherwise transferred by COMPANY for
any purpose to any person or entity.
- COMPANY shall use the provided link(s) to send traffic to WyzAnt.com from COMPANY
- COMPANY will make the Tutor Information available for access to student users in
the manner set forth in Exhibit A ("Services").
- WyzAnt shall pay to COMPANY the consideration specified in Exhibit B ("Fees").
- WyzAnt shall share with COMPANY certain performance data and metrics regarding the
Tutor Information and other information, provided that sharing of such data or information
Service. Such data and information shall be considered Confidential Information
(as defined below) of WyzAnt.
- COMPANY may share with WyzAnt certain information regarding popularity of various
business and related activities. Such information as well as the proprietary Tutor
Information conveyed by WyzAnt to COMPANY referred to above shall be considered
Confidential Information (as defined below) of COMPANY.
- Neither Party will use the other Party’s name in any marketing materials or press
releases without the prior written consent (e mail acceptable) of the other Party.
Term and Termination
Either Party may terminate this Agreement upon written notice to the other Party.
Upon notification, COMPANY will remove all “Tutor Information” and all other information
related to WyzAnt from COMPANY within 10 business days. Sections 1(g), 3, 4, 5,
6 and Exhibit B of this Agreement will survive termination of this Agreement.
Each Party hereby acknowledges and agrees that in the course of activities under
this Agreement it may have access to confidential and/or proprietary information
which relates to the other Party’s marketing, business, and technology development
efforts (the “Confidential Information”). Each Party shall treat the terms of this
Agreement as Confidential Information. Each Party agrees to: (a) preserve and protect
the confidentiality of the other Party’s Confidential Information; (b) refrain from
using the other Party’s Confidential Information except as contemplated herein;
and (c) not disclose the other Party’s Confidential Information to any third party.
Notwithstanding the foregoing, each Party may disclose Confidential Information
of the other Party which is: (i) already publicly known; or (ii) required to be
disclosed by law or court order. Moreover, either Party may disclose any Confidential
Information hereunder to its agents, attorneys and other representatives or any
court of competent jurisdiction or any other party empowered hereunder as reasonably
required to resolve any dispute between the Parties.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES EXPRESSLY AGREE THAT WYZANT AND
COMPANY PROVIDE THEIR SERVICES AS CONTEMPLATED HEREIN ON AN “AS IS” BASIS, WITHOUT
WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND THAT
EACH PARTY’S USE OF THE OTHER’S MATERIALS OR SERVICES THEREOF IS AT SUCH PARTY’S
OWN RISK. EACH PARTY HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL OF ITS AFFILIATES
AND LICENSORS, PARTNERS, LICENSEES, CONTRACTORS AND AGENTS AND THIRD PARTY SERVICE
PROVIDERS ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES, INCLUDING
ANY WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION
WITH, THIS AGREEMENT.
Any term of this Agreement may be amended or waived only with the written consent
of the Parties. This Agreement constitutes the sole agreement of the Parties and
supersedes all oral negotiations and prior writings with respect to the subject
matter hereof. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Illinois, without giving
effect to the principles of conflict of laws. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together
will constitute one (I) and the same instrument. In any dispute between the Parties
involving this Agreement, the prevailing Party will be entitled to collect attorneys’
costs and fees actually incurred by it from the non prevailing Party.
EXHIBIT A Services
The Tutor Information provided by WyzAnt shall be presented by COMPANY on the web
pages, in the format and with the presentation specified by WyzAnt at the time this
Agreement is executed and as may be modified by WyzAnt from time to time thereafter.
EXHIBIT B Fees
As the sole and exclusive consideration for the Services, WyzAnt will pay COMPANY
the following Fees:
Lead Generation Fee: WyzAnt will pay COMPANY a fee equal to $8
for each student lead (email conversion) originated via the Services and sent through
the WyzAnt website. For these purposes, a "student lead" is an e-mail from an individual
in search of a tutor and, for clarification, the Parties have agreed does not include
requests from any of the following: corporations or other entities, recruiters,
individuals who have made previous or multiple contacts (in this latter case, only
the first, or initial, contact, counts for payment of the fee). WyzAnt shall be
obligated to provide COMPANY continuous and up-to-date reporting of student leads
in a form accessible by COMPANY. WyzAnt will automatically pay such fees on the
15th of the following month (or the subsequent business day if the 15th falls on a weekend
or holiday) for all leads generated during the prior month. Fees payable will be
based solely on the reporting counts that are available only on WyzAnt's systems,
and COMPANY agrees WyzAnt may withhold payment of amounts in dispute.