This resource includes a slide deck containing slides selected from CBA's Credit as an Asset curriculum.
Terms and Conditions:
By purchasing this resource you agree to the following:
WHEREAS, Trainer is interested in using CBA’s Credit as an Asset training materials in their community to help promote credit building as a financial capability and asset building strategy for low- and moderate-income individuals, families and small businesses;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
- Agreement Scope. CBA will provide training materials to Trainer and Trainer shall provide co-branded Credit as an Asset trainings in accordance with the terms and conditions of this Agreement.
- Co-Marketing and Trademark and Materials Licenses
- CBA Trademark and Materials License. CBA grants to Trainer a non-exclusive, nontransferable license (without right to sublicense) to use and display, during the Term, the name, logo and other identifiers of CBA, and training curriculum materials provided by CBA (“CBA Licensed Materials”), solely for the purposes of allowing Trainer to perform its obligations under this Agreement. Trainer agrees that the CBA Licensed Materials and the goodwill associated with them are and will remain the sole property of CBA and Trainer agrees not to contest the ownership of such CBA Licensed Materials, or misappropriate such CBA Licensed Materials for their own use. Trainer also agrees that its use of the CBA Licensed Materials shall be in accordance with CBA’s written policies regarding the usage of its trademarks and copyrighted material provided to Trainer as of the Effective Date and as may be updated by CBA from time to time and subsequently provided to Trainer with commercially reasonable prior written notice. Trainer’s use of the CBA Licensed Materials inures solely to the benefit of CBA.
- Reservations. CBA shall retain all right, title and interest in the CBA Licensed Materials and all intellectual property rights therein.
- Term; Termination. This Agreement will begin on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue for one (1) year period. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) days after the date that it receives written notice of such breach. Except for either Party’s obligation to return the Confidential Information of the other upon the expiration or termination of this Agreement, all other rights, licenses, and other duties and obligations granted hereunder will terminate immediately upon the termination or expiration of this Agreement. In addition, Sections 2.2, 3, 4, 5, and 6 shall survive the expiration or termination of this Agreement.
- Representations and Warranties; Disclaimer. Each Party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. CBA further represents and warrants that it has all necessary authorization, permissions and licenses to provide its services to Trainer.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY TRAINING GENERATED BY TRAINER AND PROVIDED HEREUNDER ARE "AS IS," WITHOUT WARRANTY OF ANY KIND. CBA MAKES NO REPRESENTATIONS AND SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO CONVERSION RATES, ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE. No representations or information provided by CBA to Trainer constitutes legal, financial, or other advice. further, CBA does not represent that any of the information provided will produce results, financial or otherwise.
- Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND FOR EITHER PARTY’S BREACH OF SECTION 3 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S DIRECT DAMAGE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE TEN THOUSAND DOLLARS ($10,000).
- Notices. Any notice provided pursuant to this Agreement will be in writing, will be sent to the applicable Party at the address set forth in the preamble, above, and will be deemed given: (i) if by hand delivery, upon receipt thereof; (ii) if mailed, five (5) days after deposit in the U.S. mails, postage prepaid, certified mail return receipt requested; or (iii) if sent via overnight courier, upon receipt. Notices sent to CBA will be sent to the attention of the Deputy Director at the address set forth in the first paragraph of this Agreement. Notices sent to Trainer will be sent to the attention of the Trainer at the address set forth in the first paragraph of this Agreement. Either Party may change its address or its designated addressee by giving written notice to the other Party in accordance with the terms of this section.
- Independent Contractor. Neither this Agreement nor the cooperation of the Parties contemplated under this Agreement shall be deemed or construed to create any partnership, joint venture, employment or agency relationship between the Parties. Except as otherwise expressly permitted in this Agreement, neither Party is, nor will either Party hold itself out to be, vested with any power or right to bind the other Party contractually or act on behalf of the other Party as a broker, agent or otherwise.
- Assignment. Neither Party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any subsidiary or other affiliate of the Party without the other Party’s approval. This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the Parties.
- Governing Law; Venue. This Agreement shall be interpreted and construed according to, and governed by, the laws of the District of Columbia, without regard to its conflicts of laws rules. The Parties expressly waive any rights to invoke the jurisdiction of local courts where this Agreement is performed and agree to submit to and accept the exclusive jurisdiction and venue of the courts of the District of Columbia.
Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, regarding such subject matter. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the Parties, and the remainder of the Agreement will remain in full force and effect. This Agreement may be modified only in a writing signed by both Parties. The waiver or failure of either Party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of the Parties set forth in this Agreement are in addition to any rights or remedies the Parties may otherwise have at law or equity. Section headings are for convenience only, and will not be used to interpret this Agreement.