Lifestyle 55+ Service Provider Affiliate Agreement

Lifestyle 55+ Network Inc. delivers the Lifestyle 55+ Service Provider Affiliate and MASTERS education programs focused for professional service providers servicing the senior marketplace. These may include services, programs or products. By agreeing to these terms and conditions, and successfully completing the Affiliate and/or MASTERS programs, members agree to the proper use of the non-exclusive Affiliate or MASTERS logo, name, brand, materials, program and support during their annual membership registration.

TERMS AND CONDITIONS

  1. Grant of Membership and Restrictions

    1. Subject to the terms and conditions of this Agreement, Membership is offered as a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-delegable Member use to the Lifestyle 55+ Service Provider Affiliate logo and description solely to identify themself as a Memberof the Lifestyle 55+ Service Provider Affiliate or MASTERS program. In this regard, the Member may only use the Lifestyle 55+ Service Provider Affiliate and MASTERS membership to:
      1. List the Lifestyle 55+ Service Provider Affiliate or MASTERS logo/reference on a business card.
      2. List the membership on a resume, biography, business bio, presentation material, in print, on-line and general marketing.
      3. The Member shall not use the trademark or any of Lifestyle 55+ Network Inc. other trademarks/service marks, taglines, program titles or programs, copyrighted content, or logos in any manner other than as expressly provided for in this Agreement. All rights not specifically granted to the Member are expressly and exclusively reserved by Lifestyle 55+ Network Inc. and Pivotal Aging Innovations Inc.
  2. Nature of Relationship

    The parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Neither party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or the power to bind the other party in any respect whatsoever.
  3. Term, Termination and Renewal

    1. The Term of this Agreement will begin on the Effective Date considered as the date of successfully completing the Affiliate or MASTERS program and continue for a period of one (1) year unless terminated earlier in accordance with the provisions of this Agreement. This Agreement will automatically renew if:
      1. Member is in good standing with their professional governing body.
      2. Is up to date in paying the applicable annual renewal fees.
      3. Is in good standing with Lifestyle 55+ Network Inc.
      4. Is in good standing within the public eye and not subject to any criminal investigation, criminal charges or indecent or fraudulent acts.
    2. This Agreement may be terminated by Lifestyle 55+ Network Inc. immediately after written notice to Member if Member :
      1. Refuses or fails to perform any of its obligations or covenants under this Agreement or breaches its obligations,
      2. Publicly denounces, slanders, defames or denigrates Lifestyle 55+ Network Inc., its officers, principals, or agents either orally, visually or in writing (including through digital or electronic means or methods such as social media); or
      3. Engages in or persists in conduct that would reflect unfavorably upon Lifestyle 55+ Network Inc. or its programs or offerings.

        If Lifestyle 55+ Network Inc. terminates this Agreement, or Member chooses to terminate this agreement, Member shall immediately discontinue all use of the Affiliate or MASTERS material, logos, programs and representation as an Affiliate or MASTERS. Member shall remove and delete all of their uses of the Affiliate or MASTERS reference ensuring that all third-party uses in association with Member’s name or identity (on social media, webpage or any other platform or location) are permanently deleted and removed within 30 days of termination.

  4. Damages and Attorney's Fees.

    1. Member’s breach of this Agreement and/or use of Lifestyle 55+ Network Inc. IP in a manner that exceeds the scope of the limited use provided by this Agreement may constitute trademark infringement, copyright infringement, unfair competition, and false advertising, among other violations. Lifestyle 55+ Network Inc. reserves all rights to pursue all claims, damages and relief, related to a Member’s breach of this agreement, including their failure to perform any of the obligations or covenants under this Agreement.
    2. Lifestyle 55+ Network Inc. will be entitled to recovery of its attorney's fees and other costs of suit if Lifestyle 55+ Network Inc. obtains a judgment in its favor against Member in any legal proceeding arising out of Member’s breach of this Agreement, including their refusal or failure to perform any of the obligations or covenants under this Agreement.
    3. THE TOTAL LIABILITY OF Lifestyle 55+ Network Inc. TO MEMBER IN ANY EVENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY MEMBER FOR THE CURRENT YEAR.

      Lifestyle 55+ Network Inc. is not liable to Member or any third party for any indirect, special or consequential damages. For the avoidance of doubt, this means that Lifestyle 55+ Network Inc. is never liable to Member (or any other third party) for Member’s (or any other third party’s) expenditures, investments, leases, commitments, lost revenue, lost profits, or lost data, even if Lifestyle 55+ Network Inc. terminates or breaches this Agreement.

  5. Indemnification.

    The Member shall indemnify, defend at Lifestyle 55+ Network Inc. request, and hold harmless Lifestyle 55+ Network Inc. and its subsidiaries and affiliated entities, and each of their respective officers, affiliates, directors, agents and employees from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses and costs (including court costs and attorney's fees), arising from or related to any third party claim, suit or proceeding brought against any Member which arises from or is related to: (a) Member breach of any of its obligations described herein; (b) infringement or misappropriation by Member of any intellectual property, personal or proprietary right of Lifestyle 55+ Network Inc., or any third party; (c) property damage, personal injury, or death based on Member’s negligent, reckless, or willful acts or omissions; or (d) any other actions, claims, liabilities, losses, damages, expenses and costs related to Member relationship with Lifestyle 55+ Network Inc., perceived or otherwise.
  6. Governing law and Jurisdiction

    This Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada, notwithstanding its conflict of law provisions. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be exclusively brought in the Ontario courts. The parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action, suit or proceeding to enforce the terms of this Agreement or adjudicate any dispute arising out of this agreement.