Housing Counselor Partnership Agreement
This Agreement (“Agreement”) is entered by and between Digs, Inc. (“Digs”) and the Housing Counseling Organization (“Organization”) (together the “Parties”).
WHEREAS, the Parties agree as follows:
1. SERVICES
Digs will provide Organization with a co-branded version of the Digs App in exchange for a monthly subscription payment. (“Services”)
Co-Branded App: The co-branded version of the app will be provided to all users who are referred to by the Organization. It will incorporate branded content including, but not limited to: Organization Name, email, phone number, logo, and headshot. This will be present in the app, transaction emails, and when requesting services via the communication platform. All users that are referred by the Organization will be redirected to the Organization when the user is “ready to buy.”
Admin Dashboard: In addition to the co-branded version of the app, the Organization will be provided with their own Admin dashboard which they can track the progress of their users. This dashboard will include select contact, financial, and engagement information about the user.
Both Parties consent to use of their respective trade names, then-current trademarks or service marks, and logos for purposes of carrying out the Services agreed to pursuant to this Agreement. Such consent shall be revoked if agreement is ever terminated.
2. PAYMENT
The monthly cost for the co-branded app is outlined during signup.
3. TERM
a. Term. The initial term of this Agreement shall commence on the Effective Date, which is the date of first payment. It will continue on a month-to-month basis with a minimum term of one year (the “Term”). Either party may terminate this Agreement following the Term by delivering written notice to the other party.
b. Additional Obligations at Termination. The obligations of the Parties following termination shall be governed by the Agreement.
4. RELATIONSHIP OF THE PARTIES. The relationship of Digs and Organization established by this Agreement is solely that of independent contractors, and neither Party is an employee, agent, partner or joint venture of the other. Neither Party shall make any representation, warranty or covenant, or assume or create any obligation, on the other Party’s behalf. Each Party shall be solely responsible for the actions of its respective employees, agents and representatives. Each Party shall act in accordance with all applicable laws and regulations, and neither party shall use the other Party’s name or marks other than for the purpose set forth in this Agreement. Use of the other Party’s name or marks shall at all times comply with all applicable laws, rules, and/or regulations.
5. CONFIDENTIALITY. During the Term, and until such time as the “Confidential Information” (as defined below) is no longer protectable under applicable law, neither party will use or disclose any “Confidential Information” of the other party except as specifically contemplated herein. “Confidential Information” means information that: (a) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use, including the economic arrangement and business model established with this Agreement; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this paragraph by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.
6. INDEMNIFICATION. Each party agrees to indemnify, defend and hold harmless the other party, and its subsidiaries, agents, contractors, officers, directors and employees, from and against any loss, cost, claim, injury or damage (including reasonable attorney’s fees) arising out of or relating to any: (a) breach of the Agreement or any representation or warranty made by the other party; (b) alleged or actual unlawful act or omission.
7. LIMITATION OF LIABILITY. OTHER THAN FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS ARISING HEREUNDER, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS AND LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties, and may not be modified unless in writing and executed by an officer of both Parties.
9. SEVERABILITY. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the Parties, and the remaining provisions of the Agreement will remain in full force and effect.
10. ASSIGNMENT. Except as otherwise provided herein, neither Party shall, without the prior written consent of the other party, assign its rights or delegate its duties under the Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that either Party may, in the event of a merger, acquisition, joint venture, or sale of substantially all of such Party’s assets or business (or any substantially similar transaction), assign the Agreement without the consent of the other party. The provisions of the Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
