CORPORATE PORTAL PROGRAM AGREEMENT
General Terms and Conditions
- Participation in the Corporate Channel Program.
- By participating in the Corporate Channel Program, you assent to
the terms and conditions set forth in these General Terms and
Conditions (“Agreement”) and provided that the Corporation remains in
good standing with CompTIA Certifications, LLC (“CompTIA”), the
Corporation shall be provided with access to and shall be permitted to
offer its reasonably related business partners (“Corporate Channel
Partners”) access to coupons in the following amounts for the following
- A discount of fifteen percent (15%) off of CompTIA's
list pricing for CompTIA certification vouchers located at the CompTIA
Marketplace (comptiastore.com); and
- A discount of ten percent (10%) off of CompTIA's list
pricing for certification training materials located at the CompTIA
Marketplace, which includes, but is not limited to, student
certification manuals, instructor certification manuals, and e-learning
- For as long as Corporation participates in the Corporate
Channel Program, the Corporation agrees to provide written notification
to its Corporate Channel Partners that the Corporation has agreed to
participate in the pricing discount program set forth in Section 1(a)
(the “Corporate Portal Program”) and that the Corporation is permitted
to offer its Corporate Channel Partners access to coupons provided
though the Corporate Portal Program (the "Portal Coupons").
- The Corporation may provide the Portal Coupons to a Corporate
Channel Partner either: (1) as attachments in an email, through U.S.
mail, or by other means in which the Portal Coupons are provided
directly to a specific Corporate Channel Partner; or (2) through a link
that only is made available to the Corporation's Corporate Channel
Partners (the "Program Link") and that the Corporate Channel Partners
must access through a secured login webpage.
- In the event that the Corporation elects to offer access to the
Portal Coupons through the Program Link, then the Corporation shall:
- Limit access to the Program Link and the Corporate
Portal Program only to its Corporate Channel Partners. The Corporation's
efforts to limit such access shall include, without limitation: (a)
maintaining the Program Link behind a firewall; (b) not placing the
Program Link on any of the Corporation’s webpages that are accessible by
parties other than Corporate Channel Partners; and (c) providing
written notice to its Corporate Channel Partners that they are not to
share the Program Link with any other party.
- Require that Corporate Channel Partners to include a
business email address as part of the login information used by the
Corporate Channel Partners access the Corporate Portal Program through
the Program Link.
- Continually monitor Corporate Channel Partners’
activities related to the Corporate Portal Program to verify that no
Corporate Channel Partner is partaking in Fraudulent Actions.
"Fraudulent Actions" shall include, without limitation: (a) allowing
non-Corporate Channel Partners to access Portal Coupons; (b)
misrepresenting the true identity of the Corporate Channel Partner; or
(c) purchasing Portal Coupons with fraudulent or stolen payment
- CompTIA will issue new codes for the Portal Coupons on
January 1 and July 1 of each year. CompTIA will provide such codes
directly to the Corporation, and the Corporation shall be responsible
for providing its Corporate Channel Partners with the new codes for the
- Obligations of the Corporation.
- If the Corporation becomes aware that a Corporate Channel
Partner is providing Portal Coupons to any other party, the Corporation
immediately shall terminate such Corporate Channel Partner's access to
the Corporate Portal Program and shall immediately notify CompTIA of the
incident and action taken by the Corporation.
- The Corporation shall be responsible for providing any
support to its Corporate Channel Partners relating to the use of the
Corporate Portal Program and the Program Link. CompTIA will provide to
the Corporation basic user documentation for the Corporate Portal
Program and Program Link. However, CompTIA shall have no other
obligation to provide any support to the Corporation’s Corporate Channel
- Upon written request by CompTIA, the Corporation shall
provide to CompTIA a list of all of the Corporation's Corporate Channel
Partners. CompTIA reserves the right to take commercially reasonable
actions to audit such list to verify the Corporation’s compliance with
the terms and conditions of this Agreement.
- If a Corporate Channel Partner ceases to be a Corporate
Channel Partner for any reason, the Corporation shall immediately cease
providing such former Corporate Channel Partner access to the Corporate
- Termination of Program.
- Termination. CompTIA, in its sole discretion, may terminate
the Corporate Portal Program and/or Corporation's participation in the
Corporate Portal Program at any time without notice. The Corporation may
terminate its participation in the Corporate Portal Program at any time
for any reason upon notification to CompTIA.
- Term of Agreement. All terms outlined in this Agreement shall remain in effect until terminated in accordance with the terms of Section 3.
- Indemnification. Corporation shall indemnify,
defend and hold harmless CompTIA, including, without limitation its
officers, directors, employees and agents, from and against any and all
loss, liability, damage or expense (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), whether arising out of a claim
involving any third party or between the parties to this Agreement, that
CompTIA may suffer as a result of the Corporation’s participation in
the Corporate Portal Program.
- Limitations of Liability. UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION
OF THIS AGREEMENT.
- Assignment. Neither party may assign any of its
rights or delegate any of its duties under this Agreement without prior
written consent of the other party.
- Relationship of the Parties.Each of the parties to
this Agreement is an independent contractor and nothing in this
Agreement shall be construed as to create a partnership or joint venture
between the parties, to impose any liability as such on either of them,
or to grant either party the right to bind the other without the
other's prior written consent.
- Force Majeure. The parties shall be excused from
delays in performing or from any failure to perform hereunder to the
extent that such delay or failure is a result of an act of God,
including, without limitation, earthquake, storm, flood, fire,
explosion, power failure, civil insurrection, or any other occurrence
beyond the reasonable control of the parties, provided that, in order to
be excused from delay or failure to perform, the party must act
diligent to remedy such delay or failure.
- Governing Law; Venue. This Agreement and all
rights and obligations of the parties relating hereto shall be governed
by and construed in accordance with the internal laws of the State of
Illinois without giving effect to any conflicts of law rules that would
cause the application of the laws of any other jurisdiction. The parties
agree that any action arising out of or relating to this Agreement
shall be brought and maintained exclusively in the state and federal
courts located in Chicago, Illinois, and hereby consent to the
jurisdiction of such courts for any such actions. The Corporation
expressly represents and warrants to CompTIA that it is a sophisticated
commercial party who understands and agrees to the jurisdictional and
related issues set forth in this Section, and acknowledges that this
Section 10 forms an integral and essential part of this Agreement.
Therefore, the Corporation specifically authorizes and directs any
appropriate judicial, administrative or other governmental authority
located anywhere throughout the world, to enforce specifically and in
accordance with its terms, without change, modification or deletion, any
judgment rendered by a court authorized to do so under Section 10 of
- Due Authority. The persons assenting to
participation in the Corporate Portal Program and therefore accepting
these terms and conditions on behalf of Corporation represent and
warrant that they are duly authorized and appointed agents of the
parties, fully empowered to bind the parties to all provisions contained
in the Agreement and that no further action is required by the parties
to enter into this agreement.
- Entire Agreement; Amendments; Waivers. This
Agreement shall constitute the entire agreement between the parties with
respect to the subject matter hereof or thereof, and supersede and
replace all correspondence, understandings and communications between
the parties hereto with respect to the transactions contemplated by this
Agreement. This Agreement may be amended, supplemented or modified, and
any of the terms, covenants, representations, warranties or conditions
may be waived, only by a written instrument executed by both parties, or
in the case of a waiver, by the party waiving compliance. No waiver of
any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not
similar), and no such waiver shall constitute a continuing waiver unless
otherwise expressly provided.