Affiliate Partner Terms & Conditions
The Entourage Education Group PTY LTD ABN 89151758584
This is an agreement between you (“Partner” or “you”) and The Entourage Education Group. (“The Entourage,” “we,” or “us”). By clicking to accept these terms, by enrolling in the The Entourage Partner Program (as defined herein), by marketing or offering The Entourage Product(s) or Service(s) to Leads or End User(s) (as defined below) under these terms, or by signing or clicking to accept any agreement referencing these Terms, you agree to all the applicable terms and conditions of these The Entourage Partner Terms of Service (“Terms” or “Agreement”).
By accepting this Agreement you represent and warrant that you have the legal power and authority to enter into this Agreement. If Partner is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.
We may periodically update these Terms. We might also choose to replace these Terms in their entirety if, for example, the The Entourage Partner Program ends or becomes part of another partner program. If we update or replace the Terms we will notify you in accordance with Section 15.7 below. If you don’t agree to any material update or replacement, you may choose to terminate as we describe below.
1.1 “Content” means text, images or other content that Partner or End User selects or submits for use or incorporation with the Service (including without limitation, chat and message logs).
1.2 “End User” means any person or entity that is a client or customer of Partner or The Entourage, or that is a potential client or customer of Partner or The Entourage, and that accesses or uses a The Entourage Service or Product for its own use, but not for resale or further distribution. An End User shall be a “Lead” of a party, where such party introduces such Lead to the other party for purposes of entering into an End User Subscription Agreement.
1.3 “End User Subscription” means the agreed upon duration of an End User’s contract term for The Entourage Services, as specified in the applicable The Entourage Partner Agreement and End User Subscription Agreement. If no specific End User contract term requirements are specified in Partner’s The Entourage Partner Agreement, the End User Subscription shall mean 12 months.
1.4 "End User Subscription Agreement”means a quote, services or purchase agreement, order form, statement of work, online registration form, or other similar documentation which details the The Entourage Services purchased by an End User and by which an End User agrees to a Subscription for The Entourage Services.
1.5 “End User Transaction” means the execution of an End User Subscription Agreement, whereby an End User contracts with a Partner, or with The Entourage directly, for The Entourage Services.
1.6 “Partner” means any entity, individual or otherwise, participating in the The Entourage Partner Program as a wholesaler partner who is authorized under the Agreement to distribute, sell, and/or service the The Entourage Products and to contract with and bill End Users directly for purchased The Entourage Products.
1.7 “The Entourage Partner Agreement” means a signed agreement, including all attachments and/or exhibits, between The Entourage and Partner, referencing these Terms and authorizing Partner to participate in the The Entourage Partner Program.
1.9 “Product(s)” means the The Entourage products and/or Services specified herein or on any applicable The Entourage Partner Agreement, which Partner is authorized to sell, market, or promote, as applicable, but in no event shall any “The Entourage Product” include any source code or object code.
1.11 “Referral” means a person, business, or entity submitted and accepted through the Partner Portal by a The Entourage Referral Partner that has the potential to purchase The Entourage Services and that is not otherwise a The Entourage client or has cancelled The Entourage within the last 60 days.
1.12 “Service(s)” means the specific proprietary product of The Entourage provided to Partner and/or End User for End User’s use during an End User Subscription. The “Service(s)” also includes the Website, as defined herein. The “Service” does not include any Third-Party Product.
1.13 “Support Services” means the support and maintenance services related to the The Entourage Product.
1.14 “Territory” means the specific territory listed on Partner’s The Entourage Partner Agreement. If no territory is listed on Partner’s The Entourage Partner Agreement, “Territory” means Australia.
1.15 “Third-Party Product” means any add-on, applications, integrations, software, code, online services, systems and other products not developed by The Entourage.
Other terms are defined in other Sections of this Agreement.
The Entourage Services
2.2 Modification of the Services/Products. The Entourage may modify the Product(s) set forth in the applicable The Entourage Partner Agreement to include or remove any Services, provided that The Entourage provides Partner with at least thirty (30) days advance written notice of any material change.
The Entourage PARTNER PROGRAM
3.1 Overview. Subject to these Terms and the applicable The Entourage Partner Agreement, The Entourage will provide you the opportunity to market, promote, and/or sell certain The Entourage Products, and, as applicable, onboard and support customers for those Products through the partner program as set forth herein (the “The Entourage Partner Program”). Partners may participate in multiple partner activities as set forth in Partner’s The Entourage Partner Agreement.
3.2 Partner Obligations.
(a) Eligibility. To be eligible to participate as a Partner in the The Entourage Partner Program, you must agree to and comply with all the applicable terms and conditions of this Agreement, including but not limited to the applicable eligibility criteria set forth herein (“Eligibility Criteria”) and any applicable The Entourage Partner Agreement for the duration of the Term. The Entourage may terminate this Agreement and/or discontinue Partner payments if you fail to meet any of the applicable Eligibility Criteria set forth in this Agreement at any time.
(b) Compliance with Applicable Laws. Partner shall comply, and shall ensure that any third parties performing sales, marketing or referral activities on its behalf comply, with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Partner shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to The Entourage, The Entourage’s customers, or to the public.
(c) Partner Rights and Permissions. Partner represents and warrants that: (i) Partner has all sufficient rights and permissions to provide the lead or End User data to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Partner’s participation in this Program will not conflict with any of its existing agreements or arrangements; and (iii) Partner owns or has sufficient rights to use and to grant to us our right to use Partner trademarks as set forth herein.
(d) Sales and Marketing Practices. In selling, marketing, and/or promoting the The Entourage Products and otherwise performing under this Agreement, Partner will (i) not make any representations, warranties, or guarantees concerning the The Entourage Products that are inconsistent with or in addition to those made by The Entourage in this Agreement; or (ii) not advertise the The Entourage Product(s) at retail prices less than those set forth in the applicable The Entourage Partner Agreement or as otherwise communicated to you in writing by your assigned Partner Manager
(e) Cost of Marketing Activities. Unless otherwise set forth in the applicable The Entourage Partner Agreement, Partner will bear all costs and expenses related to Partner’s marketing or promotion of The Entourage or the The Entourage Products under this Agreement.
(f) Duty to inform. Partner shall promptly notify The Entourage of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against The Entourage by any third party.
(g) Partner Manager. Each party will designate a single point of contact within its organization to manage the relationship established by this Agreement (“Partner Manager”). Either party may change its Partner Manager by providing written notice to the other party. The Partner Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Partner Managers will be escalated to more senior executives for resolution.
PRICING, PAYMENTS, AND REPORTING
4.1 Payments. Each party will make applicable payments of fees, commissions, revenue shares, and any other payment according to the terms of this Agreement and any applicable The Entourage Partner Agreement, including any exhibits attached thereto. The default pricing paid to The Partner will be 10% of the first years program fee once the referred party enters a program and stays for a minimum of 3 months.
4.2 Taxes. Other than net income taxes imposed on The Entourage, Partner will bear responsibility for all applicable taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Partner’s activities under this Agreement. Partner will pay any additional taxes as are necessary to ensure that the net amounts received by The Entourage after all such taxes are paid are equal to the amounts that The Entourage would have been entitled to in accordance with this Agreement as if the taxes did not exist.
4.3 Records. During the Term of this Agreement and for two years after, Partner will maintain at its primary place of business full, true, and accurate books of account (kept in accordance with generally accepted accounting principles) and records concerning all transactions and activities under this Agreement. Such books and records will include and record, without limitation, all data that Partner is required to provide with respect to The Entourage Product purchases (including End User contact information) executed by Partner and any applicable Referrals.
4.4 Audit of Records. The Entourage, or its authorized agent, shall have the right to examine and audit the books and records set forth in Section 4.3 at its own expense and upon reasonable prior notice during normal business hours. In the event of any dispute as to the sufficiency or accuracy of such records, The Entourage may have an independent auditor examine and certify such records at The Entourage’s expense, provided that Partner shall be required to pay for such expenses if it is determined that The Entourage was underpaid amounts due to it, or that Partner was overpaid by The Entourage, by more than 5% for any annual period. Partner shall make prompt adjustment to compensate for any errors or omissions disclosed by any such examination and certification of Partner’s records.
TERM AND TERMINATION
5.1 Term. Unless otherwise set forth in your The Entourage Partner Agreement, this Agreement will commence upon the Effective Date of the applicable The Entourage Partner Agreement, and continue for 12 months (the “Initial Term”). This Agreement shall automatically, and without further action by the parties hereto, renew for additional terms of 12 months (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party hereto provides written notice of non-renewal to the other party no later than 30 days prior to the end of the then-current Term or this Agreement is terminated as otherwise set forth herein.
5.2 Termination without Cause. Unless otherwise specified in any The Entourage Partner Agreement applicable to you, The Entourage may terminate this Agreement without cause by giving you 30 days prior written notice. No refunds will be given for termination pursuant to this section.
5.3 Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days prior written notice if the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. Additionally, Partner may terminate this Agreement upon 30 days prior written notice, in the event The Entourage makes material changes to these Terms to which Partner does not agree.
5.4 No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the business or goodwill of The Entourage or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
5.5 Effects of Termination. If this Agreement is terminated for any reason, (a) Partner will pay to The Entourage any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) Partner will immediately cease use of and cease providing access to the The Entourage Products; and (d) Partner will immediately cease to use all The Entourage Trademarks and any listing by Partner of The Entourage’s name in any website, directory, public record, or elsewhere, must be removed by Partner as soon as possible, but in any event not later than the subsequent issue of such publication. If The Entourage terminates this Agreement under Section 5.3, all The Entourage’s payment obligations under this Agreement shall immediately cease. If The Entourage terminates this Agreement under Section 5.2 above, The Entourage will continue to make payment to Partner as set forth in Part D, Section 4 below, if applicable, for up to 12 months from the date of termination. The following provisions will survive any expiration or termination of this Agreement: Sections 4, 5, 8, 9, 10, 11, 13, 14, and 15. End User Subscription Agreements will survive in accordance with their terms.
THE ENTOURAGE NAME AND TRADEMARK USAGE
6.1 Use of Company Names. The Entourage may identify Partner in The Entourage advertising and marketing materials as a The Entourage Partner. The Entourage will not use any Partner trademarks to identify Partner without Partner’s prior written approval, which approval will not be unreasonably withheld. Partner may identify The Entourage as the supplier of the The Entourage Products in Partner’s advertising and marketing materials if such materials are approved in writing in advance by The Entourage, which approval will not be unreasonably withheld.
6.2 The Entourage Trademarks. Subject to the provisions of this Section 6, during the Term of this Agreement, Partner will have the right to advertise the The Entourage Products with The Entourage trademarks, trade names, service marks, and logos of The Entourage (“The Entourage Trademarks”), subject to The Entourage’s prior inspection and written approval of all materials bearing The Entourage Trademarks. All representations of The Entourage Trademarks that Partner intends to use will first be submitted to The Entourage for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by The Entourage. Partner will fully comply with all guidelines, if any, communicated by The Entourage concerning the use of The Entourage Trademarks. The Entourage may modify any of The Entourage Trademarks, or substitute an alternative mark for any of The Entourage Trademarks, upon 30 days prior notice to Partner.
6.3 Use of The Entourage Trademarks. Partner will not alter or remove any of The Entourage Trademarks contained on or within the The Entourage Products. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to The Entourage Trademarks. All uses of The Entourage Trademarks and related goodwill will inure solely to The Entourage and Partner will obtain no rights or goodwill with respect to any of The Entourage Trademarks, other than as expressly set forth in this Agreement, and Partner irrevocably assigns to The Entourage all such right, title, interest, and goodwill, if any, in any of The Entourage Trademarks. At no time during or after the Term of this Agreement will Partner challenge or assist others to challenge The Entourage Trademarks (except to the extent expressly required by applicable law) or the registration thereof or attempt to register any of The Entourage Trademarks or marks or trade names that are confusingly similar to those of The Entourage. Additionally, Partner will not: (a) use the The Entourage Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by The Entourage in advance of each use; or (b) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the The Entourage Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the The Entourage Trademarks.
PROPRIETARY RIGHTS AND NOTICES
7.1 Proprietary Rights. The Entourage will own all right, title, and interest in and to the The Entourage Services, Product(s) and The Entourage Technology. Partner will not act to jeopardize, limit, or interfere in any manner with The Entourage’s ownership of and rights with respect to the The Entourage Products. Partner will have only those rights in or to the The Entourage Services or Products and documentation granted to it pursuant to this Agreement.
7.2 Proprietary Rights Notices. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on the The Entourage Products or related documentation delivered by The Entourage.
DATA & OWNERSHIP
8.1 Data Ownership. The parties agree that each party shall retain all right, title, and interest worldwide in its inventions and all applicable intellectual property rights, as of the Effective Date or discovered, conceived, or reduced to practice by such party during the Term. The parties further agree that data transmitted under this Agreement (including, but not limited to, reports, structured data, and visual representations of data), together with all intellectual property rights in such data (“Data”), shall be owned as follows: (a) Data transferred by Partner to The Entourage (excluding any Data provided to The Entourage to which Partner would not otherwise have any ownership rights) shall be owned by Partner; (b) Data stored in The Entourage’s platform shall be owned by The Entourage (excluding any Data provided by Partner to which The Entourage would not otherwise have any ownership rights)
8.2 Monitoring. Partner understands and agrees that The Entourage, and any third-party platform(s) Partner or its End User(s) uses or accesses in connection with the Service(s), may monitor and analyze Content submitted by Partner or End User (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website, Products, Services or third-party platform; to improve Partner’s or End User’s experience using the Website, Products, Services or third-party platform; to customize and communicate informational or product offerings and promotions to Partner or End User; and/or to make the Website, Products, Services, or third-party Platform more helpful or useful to Partner, End User and other users.
8.3 Feedback. If Partner elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to The Entourage (collectively, "Feedback"), Partner hereby grants The Entourage a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits The Entourage’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
LIMITED WARRANTY AND DISCLAIMER
9.1 Limited Warranty. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
THE ENTOURAGE INDEMNIFICATION
10.1 Infringement Indemnification. The Entourage will indemnify Partner against any third-party claims and related out-of-pocket costs, damages, liabilities and out-of-pocket expenses arising from or pertaining to a claim that the The Entourage Services infringe upon any intellectual property rights of any third party if: (a) Partner gives The Entourage prompt written notice of the claim; (b) The Entourage has full and complete control over the defense and settlement of the claim; (c) Partner provides assistance in connection with the defense and settlement of the claim as The Entourage may reasonably request; and (d) Partner complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
10.2 Mitigation of Infringement Action. If permitted use of the The Entourage Products are, or in The Entourage’s reasonable opinion are likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 10.1, then The Entourage will either: (a) procure the continuing right to use of the The Entourage Products; (b) replace or modify the The Entourage Products in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, The Entourage is unable to do either (a) or (b), The Entourage will (c) terminate the licenses with respect to the The Entourage Products subject to the infringement claim and refund to Partner all unused fees pre-paid by Partner (if any).
10.3 Exceptions. The Entourage will have no obligation under this Section 10 for any alleged infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the The Entourage Products in combination with other products if such alleged infringement or misappropriation would not have arisen but for such combination; (b) The Entourage Products that are provided to comply with designs, requirements, or specifications required by or provided by Partner, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of The Entourage Products for purposes not intended; (d) failure to use The Entourage Products in accordance with instructions provided by The Entourage, if the alleged infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the The Entourage Products not made or authorized in writing by The Entourage where such alleged infringement or misappropriation would not have occurred absent such modification. Partner is responsible for any costs or damages that result from these actions.
10.4 Exclusive Remedy. This Section 10 states The Entourage’s sole and exclusive liability, and Partner’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the The Entourage Products.
11.1 Partner will indemnify and hold The Entourage harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to (a) breach or alleged breach of Partner’s obligations under this Agreement, including but not limited to The Entourage’s use, as contemplated in this Agreement, of any End User information provided to The Entourage by Partner, (b) Partner’s negligence or willful misconduct, and (c) any claim of a governmental entity or other party that Partner has violated any law, rule, or regulation. Partner also agrees to defend The Entourage against these claims at The Entourage’s request, but The Entourage may participate in any claim through counsel of its own choosing and the Parties will reasonably cooperate on any defense. Partner must not settle any claim without The Entourage’s prior written consent if the settlement does not fully release The Entourage from liability or would require The Entourage to admit fault, pay any amounts or take or refrain from taking any action.
12.1 Required Coverage. During the Term of this Agreement, Partner, at its sole cost and expense, will carry and maintain insurance with a reputable company or companies insuring such party, its agents, employees, and associates from general liability, specifically covering personal and bodily injury and property damage. Partner must obtain insurance with limits reasonable for a company such as Partner.
12.2 Proof of Insurance. Upon written request, Partner will provide The Entourage with a Certificate of Insurance stating that the foregoing insurance policies are in full force and effect. Partner will require each insurer to give Partner 30 days’ written notice before the policy or policies are canceled or materially altered.
13.1 Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
13.2 Restricted Use and Nondisclosure. During and after the Term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement, and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
13.3 Required Disclosure. If either party is required by law to disclose the Confidential Information or the Terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
13.4 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other or destroy all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
15.1 Independent Contractors. Although the term “partner” is used throughout the Agreement, the relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to (a) act as an agent or (b) direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.
15.2 Non-Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Additionally, The Entourage is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that The Entourage does violate its confidentiality obligations to do so.
15.3 Direct Sales by The Entourage. The Entourage reserves the unrestricted right to market, distribute, sell, and upsell licenses to the The Entourage Products worldwide, including without limitation through original equipment manufacturers, value added resellers, and other third-party intermediaries and directly to End Users.
15.4 Assignability. Partner may not assign its right, duties, or obligations under this Agreement without The Entourage’s prior written consent, except in connection with a merger, acquisition or sale or exclusive license of all or substantially all of Partner’s assets to a party that could not reasonably be deemed a competitor of The Entourage. If consent is given, this Agreement will bind Partner’s successors and assigns. Any attempt by Partner to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.
15.5 Non-solicitation; Noncompetition. During the Term of this Agreement and for a period of six months thereafter, neither party hereto will solicit any End User of the other party to cease doing business with such other party; provided, however, that this provision shall not limit the ability of a party to continue servicing such End User(s) with respect to services performed by such party during the Term of this Agreement. Additionally, during the Term of this Agreement and for a period of one year thereafter, Partner will not, directly or indirectly, (a) employ or solicit the employment or services of an employee or independent contractor of The Entourage; or (b) develop or offer for sale or license to any End User or other third-party tools or services that directly competes with or is substantially similar to any The Entourage Product(s) without the prior express written consent of The Entourage.
15.6 Notices. Any notice or communication to The Entourage under this Agreement must be in writing. Partner must send any notices under this Agreement (including breach notices) to The Entourage Headquarters and include "Attn. Legal Department"in the subject line. The Entourage may send notices to the e-mail addresses listed on Partner’s The Entourage Partner Agreement or, at The Entourage’s option, to Partner’s last-known postal address.
15.7 Amendments; Waivers. The Entourage may update or modify these Terms (including referenced policies and other documents) from time to time by posting a revised version on the Website, Service, or Partner Portal, or by notification via the email associated with your The Entourage Partner account. If a change to these Terms materially modifies your rights or obligations, you may be required to click through the updated Terms to show acceptance and to continue to use the Services. Material modifications are effective upon the earlier of your acceptance of the modified Terms or upon your next subsequent Renewal Term. Immaterial modifications will become effective upon posting or notification, and continued activity as a Partner, following the update, shall constitute acceptance of the updated Terms. If you do not agree to the updated Terms, you will no longer have access to the Services and/or Partner Portal. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
15.8 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order. Each party will use reasonable efforts to mitigate the effect of any force majeure event.
15.9 Severability; Binding Effect. If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the Parties and their heirs, personal representatives, successors, and assigns.
15.10 Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits, if any. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
15.11 Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile or other electronic transmission and such execution and delivery will have the same force and effect of an original document with original signatures.
15.12 Entire Agreement. This Agreement, including all exhibits and the applicable The Entourage Partner Agreement, is the final and complete expression of the agreement between these parties regarding the licensing of the Products. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of The Entourage has any authority to bind The Entourage with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.
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