Last revised: October 1, 2023
LighthouseAI Marketing Partner Program Agreement
This LighthouseAI Marketing Partner Program Agreement (“Agreement”) is between Pharma Solutions USA, Inc., DBA LighthouseAI (“LighthouseAI”), a Pennsylvania corporation, located at 705 Montgomery Avenue, Suite 200 Penn Valley, Pennsylvania 19072, and Partner (as identified in the signature block below) and its Affiliates. This Agreement allows you to access LighthouseAI technical, training and marketing resources to enhance your ability to integrate and market your proprietary services in support of LighthouseAI Services (as identified in Section 1 below).
- Partner Benefits. Subject to the terms of this Agreement, LighthouseAI grants to Partner access to those technical, training and marketing resources described in the Program Guide (as identified in Section 2 below), and a non-exclusive, non-transferable license to use LighthouseAI’s training certification mark, for which it has met the requirements identified in the Program Guide, for the integration and/or marketing of Partner’s proprietary services in support of Services in the Territory. “Services” as used herein include those LighthouseAI software-as-a-service offerings, and associated professional services (including, but not limited to, consulting, management or monitoring) that LighthouseAI has chosen to make available to its customers. Partner’s qualification for use of the certification mark shall result in its automatic placement in the LighthouseAI Marketing Partner listing located at lighthouse.com/partner-services-listing.
- Partner Requirements. Partner has read the Partner Program Guide (“Program Guide”) located at www.lighthouse.com/partner-program-guide and agrees to comply with the requirements, and will receive the benefits, set forth therein. Requirements and benefits may be modified from time to time in LighthouseAI’s sole discretion by revisions to the Program Guide, but subject to thirty (30) days prior e-mail notice. The revised Program Guide will be posted as of the effective date (with a “Last revised” date reflecting such effective date).
- Trademarks. During the term of this Agreement, LighthouseAI and Partner shall have the right to identify Partner as a “LighthouseAI Services Partner.” Further, Partner may use LighthouseAI’s training certification mark, if it has met the requirements, and refer to Services, in compliance with the applicable LighthouseAI Trademark Guidelines, which are incorporated herein by reference. Partner shall obtain LighthouseAI’s written approval prior to the commencement of any other use of a LighthouseAI trademark, service mark or trade name. Partner shall not register or apply for registration of any trademark, certification or service mark, business name, company name or trade name, which is identical or similar in whole part to any mark or name belonging to LighthouseAI. Partner agrees that it will do all things necessary, including without limitation, executing any documentation, to support the transfer of any such trademark, certification or service mark, business name, company name or trade name to LighthouseAI. Except as expressly granted herein, no license regarding the use of LighthouseAI’s copyrights, patents, trademarks or trade names is granted or implied.
- Confidentiality. Each party expressly undertakes to retain in confidence and use for only the purposes identified in this Agreement all information received from the other that (i) such party has identified in writing as confidential, or (ii) due to the circumstances of disclosure or the nature of the information, should reasonably be considered confidential. Either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party prior to its disclosing to the receiving party; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or (iii) is independently developed by the receiving party. Each party’s obligation under this Section shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of the receiving party or five (5) years from the date of disclosure.
- Term and Termination. This Agreement shall take effect on the date of its acceptance by LighthouseAI (“Effective Date”) and continue for a one year term. It shall be subject to auto-renewal annually thereafter, unless either party provides at least thirty (30) days prior written notice of non-renewal prior to the end of any term. Notwithstanding, either party shall have the right to terminate this Agreement at any time, with or without cause and without the intervention of the courts, upon providing thirty (30) days prior written notice. Both parties agree that the opportunities presented by this Agreement constitute adequate consideration for such a termination right. Neither party shall be responsible to the other for any costs or damages resulting from any termination of this Agreement. Upon expiration or termination of this Agreement, all rights and licenses granted by this Agreement shall revert to LighthouseAI and Partner shall immediately cease use of the same, and shall cease to represent itself as a LighthouseAI Services Partner.
- Fees. No fees shall be due hereunder by either party to the other, and each party shall be responsible for its own costs and expenses.
- Warranties. Technical, training and marketing resources, including the training certification mark, are offered “AS IS”. ANY AND ALL WARRANTIES, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT ARE EXPRESSLY DISCLAIMED. Partner warrants that it has the authority to bind under this Agreement those of its Affiliates participating under this Agreement, if any. Partner will be liable to LighthouseAI up to the limit of liability hereunder in the event any such Affiliate fails to comply with any term or condition of this Agreement. For purposes of this Agreement, “Affiliate” shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests. NEITHER PARTY WARRANTS THE OFFERINGS OR PERFORMANCE OF THE OTHER.
- Limitation of Liability. SUBJECT TO APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF OPPORTUNITY AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IN ANY EVENT, EXCEPT AS OTHERWISE PROVIDED BY LAW, THE LIABILITY OF EACH PARTY, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE, SHALL, IN THE AGGREGATE, NOT EXCEED ONE HUNDRED DOLLARS. FURTHER, AS STATED IN SECTION 5, NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR ANY COSTS OR DAMAGES RESULTING FROM THE TERMINATION OF THIS AGREEMENT.
- Territory. Partner’s territory shall be worldwide (“Territory”). Partner Territory is non-exclusive and this Agreement does not prohibit, impair or affect the right to LighthouseAI to market and sell Services directly or indirectly in the Territory.
10.1 Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, franchise, reseller, referral, endorsement or agency relationship between LighthouseAI and Partner. Partner shall inform its customers that Partner is an independent business from LighthouseAI, and shall not hold itself out as an agent of LighthouseAI, or attempt to bind LighthouseAI to any third-party agreement. Partner shall further inform its customers that its use of the Lighthouse AI training certification mark, and/or any other LighthouseAI marketing resources does not constitute a recommendation or referral by LighthouseAI. Partner shall clarify the certification mark indicates only completion of the requisite Services training as required for certification per the Program Guide, and inclusion in the LighthouseAI Marketing Partner listing only identifies Partner is familiar with the Services and in good standing in the LighthouseAI Marketing Partner Program. Each party shall ensure their respective customers understand they remain responsible for their selection and use of any offerings of the other.
10.2 This Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. All disputes arising out of this Agreement shall be litigated exclusively in the courts located in the City and County of Philadelphia, Pennsylvania. Each Party expressly consents to the jurisdiction of the courts of the Commonwealth of Pennsylvania and waives any objections or right based on forum non conviens, lack of personal jurisdiction or similar grounds.
10.3 Neither party will be responsible or have any liability for any delay or failure to perform its nonmonetary obligations hereunder to the extent due to unforeseen circumstances or causes beyond its reasonable control, including without limitation: (i) acts of God; (ii) pandemics, (iii) electrical power failures or surges; (iv) utilities or other telecommunications failures; (v) storms or other elements of nature; or (vi) terrorism or acts of war; but only for so long as such condition exists.
10.4 Each party represents that neither it nor its owners, directors, employees, agents or partners has or will directly or indirectly offer, promise, give or pay, or authorize payment of anything of value to any person to improperly obtain, retain or direct business or secure an improper advantage in connection with the marketing or sale of its offerings. Each party represents that none of its owners, directors, employees, agents, or partners has been convicted of or pleaded guilty to bribery, fraud or related charges. Partner shall comply with the then current LighthouseAI Code of Conduct and Supplier/Partner Code Conduct. Each party shall also comply with the United States Foreign Corrupt Practices Act, the UK Bribery Act of 2010 or any other applicable anti-bribery and anti-corruption laws.
10.5 Each party acknowledges that the export of certain commodities, technical data, and services from the United States to a country outside the United States, as well as the re-export to a third country, retransfer to an unapproved end user, or modification to the end use of such commodities, technical data, or services, may require an export license, re-export license, or other authorization granted by the Government of the United States. Such licenses or other authorizations may impose further restrictions on the re-export, retransfer, or modification to the end use of such commodities, technical data, or services from such country. U.S. law also restricts the export, re-export, or retransfer of U.S.-origin goods, technology, or services to countries or persons subject to U.S. sanctions or embargoes. Each party agrees to comply with all applicable U.S. export control, sanctions, and embargo regulations, including, but not limited to, the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), and regulations promulgated by the U.S. Department of the Treasury Office of Foreign Assets Control. Each party further agrees to comply with the terms of any licenses or other authorizations applicable to Services.
10.6 If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. No waiver of any breach of any provisions of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the waiving party. Except for LighthouseAI documents incorporated by reference, no term or provision of this Agreement may be changed, waived, discharged or terminated except by a writing signed by duly authorized representatives of the parties hereof. The terms of any other documents or electronic communications exchanged (including the terms set forth on any purchase order) shall be of no force or effect unless incorporated herein as a modification or addition to the terms of this Agreement. The making and delivery of this Agreement have been induced by no representations, statements, warranties or agreements other than those herein expressed.
10.7 This Agreement and any rights or obligations hereunder, shall not be assigned or sublicensed by Partner, without prior written consent from LighthouseAI. LighthouseAI may assign, novate or otherwise transfer, without Partner’s approval, its rights or obligations arising out of or under this Agreement pursuant to a merger, corporate reorganization, or a sale or transfer of all or substantially all of LighthouseAI’s assets; or to any of LighthouseAI’s Affiliates. Partner must do all things, include execute all documents, reasonably required by LighthouseAI to give effect to such assignment, novation or transfer. Subject to this restriction, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
10.8 Expiration or termination of this Agreement shall not relieve either party of any liability or obligation intended by the parties to survive termination, specifically those under Sections 4, 6, 7, 8, and 10. All other rights and obligations of the parties shall cease upon expiration or termination of this Agreement.
10.9 Each party agrees to deal with any personal data relevant to the other’s customers in accordance with applicable data protection laws and regulations.
10.10 Neither party may directly solicit any employee of the other for employment during the term of this Agreement and for six (6) months after expiration or termination, provided, however, nothing contained herein shall prevent such party from hiring any such employee who responds to a general hiring program in the ordinary course of business.
10.11 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements relating to the same. It shall not be modified except by a written agreement dated subsequent to the Effective Date of the Agreement and executed or accepted on behalf of Partner and LighthouseAI by their respective duly authorized representatives. In the event of a conflict between this Agreement and the Program Guide, the Program shall control.