NOTE:  By accepting this agreement you acknowledge that you are fully aware of and agree to all of the following terms, conditions and provisions and you are entering into a legally binding agreement. 

 

This Agreement is made and entered into by You (as defined below) and the International Sanitary Supply Association (“ISSA”), and constitutes a legally binding agreement between You and ISSA.  As used in this Agreement, the terms “You”, “Your”,  and “Yourself” refer to the individual that holds the legal right and authority to enter into this Agreement and fulfill the obligations herein on behalf of the organization that owns or has exclusive license to the Submission (defined below) that is to be registered in the ISSA Cleaning Times Validation Program (defined below) and that is executing this Agreement.  The Effective Date of this Agreement shall be the date that You accept this Agreement as provided for in Section 15. 

Section 1 – ISSA Cleaning Times Validation Program

 The ISSA Cleaning Times Validation Program (“Program”) is an objective, performance-based program that sets forth certain requirements and criteria related to validating the accuracy of claims concerning productivity rates and cleaning times associated with certain cleaning equipment. The Program is open to manufacturers, and other organizations and individuals that own or exclusively license all intellectual property rights in certain cleaning equipment (“Applicants”).  You may register Your cleaning equipment in the Program (“Submission”) for the purpose of having ISSA validate the accuracy of Your claims that Your cleaning equipment operates:  (a) equal to or better than the published productivity rates and cleaning times set forth in the then current Official ISSA Cleaning Times in the case of cleaning equipment that falls into one of the equipment categories included in the Official ISSA Cleaning Times (“Covered Equipment”); or (b) equal to or better than Your claimed productivity rates and cleaning times in the case of cleaning equipment that is not included in the Official ISSA Cleaning Times (“Non-Covered Equipment”).  In the event that either of the aforementioned claims are validated by the Program consistent with the terms and conditions of this Agreement, the Submission shall achieve ISSA Validated status.  ISSA Validated status shall run for a period of one year commencing on the date upon which ISSA Validated status is conferred by ISSA (“Validation Period”). “ISSA Validated” status refers to ISSA’s determination that the claims referenced in this Section 1(a) or (b) in relation to a particular Submission have been validated by the Program consistent with the terms and conditions set forth in this Agreement.  ISSA administers the Program and confers ISSA Validation status based on the terms and conditions set forth in this Agreement.

Submissions shall not include:  (i) “pesticides”; (ii) “pesticide products”; or (iii) “pesticide devices” as those terms are defined by the Federal Insecticide Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq) (FIFRA); and ii) sanitizer products regulated as over-the-counter drugs under the Federal Food, Drug and Cosmetic Act (21 U.S.C. ch. 9 § 301 et seq) (FFDCA).  For purposes of clarity, the term “pesticides” shall include but not be limited to disinfectant and sanitizer products intended to be used on inanimate surfaces; the term “pesticide products” shall include but not be limited to the combination of disinfectants and sprayers when sold or packaged together; and the term “pesticide devices” shall include equipment that generates a pesticidal active ingredient on site, but does not include equipment designed to facilitate the application of a tank mix of a pesticide with inert ingredients when no pesticidal active ingredient is generated on site. 

Section 2 – The Submission

 2.1       The Submission. As used herein, the term Submission refers to the cleaning equipment that You register in the Program under this Agreement for the purposes of seeking ISSA Validated status.

2.2       Application.  Upon the execution of this Agreement as provided for in Section 15, You shall be provided with access to an application, electronic or otherwise, (the “Application”) for the sole purpose of registering the Submission in the Program.  You shall set forth in the Application the particulars associated with the Submission and other information reasonably requested by ISSA on the Application (“Submission Information”).  Subject to the confidentiality provisions of Section 13 of this Agreement, You hereby grant to ISSA, its affiliates and subcontractors permission to access, view, reproduce and otherwise use all Submission Information, including all copyrighted materials, trade names, technical bulletins, and other proprietary information, solely for the limited and exclusive purpose of evaluating the Submission for status as ISSA Validated under the Program.  This Agreement shall apply to the Submission as set forth in the Application.

2.3       Sample.  At Your expense, You shall deliver, or arrange for the delivery of a sample of the Submission (“Sample”) within a reasonable time to a destination and facility directed to You by ISSA for purposes of evaluating the Submission for status as ISSA Validated under the Program.  You shall ensure that appropriate user and application directions are provided along with the Sample sufficient to ensure its safe operation under reasonably foreseeable conditions.  You shall also ensure that the Sample is labeled as required by law with appropriate hazard warnings, precautionary measures, and other required elements, and that appropriate technical bulletins and safety data sheet are also provided with the Sample.  The Sample shall not be returned to You.

2.3       ISSA Application Review.  Upon receipt of Your Application, ISSA shall initiate its review, which includes review of the Application, and all accompanying documentation submitted therewith and its evaluation thereof.  During a review, ISSA may request, and You shall provide additional documentation, resubmission of information and other particulars or factors that ISSA deems relevant in ISSA’s sole discretion.

2.4       ISSA Sample Evaluation.  Upon receipt of Your Sample, ISSA shall initiate its evaluation of the Submission which shall include but not be limited to the conduct of time and motion studies using the Sample in a range of appropriate cleaning applications within a facility consistent with Your use and application directions for the Sample.  In the case of Covered Equipment, the evaluation process shall include a comparison of the time and motion studies with the cleaning times set forth in the ISSA Official Cleaning Times for the appropriate cleaning equipment category.  In the case of Non-Covered Equipment, the evaluation process shall include a comparison of the time and motion studies with Your claimed productivity rates and cleaning times.

2.5       ISSA Validated Status Subject to ISSA Discretion and Judgment.   You recognize and acknowledge that the Program, while regulated by specific policies and criteria, also requires discretion and judgment. The decision whether to confer or deny ISSA Validated status to Your Submission shall be made in the discretion of ISSA, acting reasonably, based on ISSA’s review and interpretation of the Application, testing of the Sample, the sufficiency and accuracy of the Submission Information, and any other information that ISSA deems relevant.  Nonetheless, if in ISSA’s sole discretion and judgment based on the aforementioned review and evaluation, it validates the accuracy of Your claims that Your Submission operates:  (a) equal to or better than the published productivity rates and cleaning times set forth in the then current Official ISSA Cleaning Times in the case of Covered Equipment; or (b) equal to or better than Your claimed productivity rates and cleaning times in the case of Non-Covered Equipment, then ISSA shall confer ISSA Validated status to Your Submission. 

Section 3 – ISSA Validation Report

 Whether a Submission is conferred ISSA Validated status or not, ISSA shall provide You with a detailed report that shall provide: an overview of the time and motion study conducted; a description of the study methodology and protocol used; results of such study; comparison of study results with published ISSA cleaning times as set forth in the then current Official ISSA Cleaning Times in the case of Covered Equipment, or with Your claimed productivity rates and cleaning times in the case of Non-Covered Equipment. 

Section 4 – Fees

 In consideration for the review and evaluation of the Submission by ISSA and other valuable services provided under this Agreement, You agree to pay to ISSA certain fees (“Fees”) in accordance with the fee schedule for the Program (“Fee Schedule”) that is available for review online at the following webpage:  Program fees.  You hereby represent and warrant that you have reviewed and understand the Fee Schedule and agree to pay the Fees in accordance with the Fee Schedule.  The Fees shall be due and payable by You to ISSA upon execution of this Agreement. 

Section 5 – Trademarks

 5.1       Ownership of Marks.  ISSA owns, and or has license to, worldwide, all right, title and interest in and to certain proprietary trademarks, service marks, logos, trade dress, and other graphic images for the purpose of indicating that a particular Submission has been conferred ISSA Validated status under the Program (collectively, the “Marks”). The Marks constitute valuable intellectual property owned by ISSA and their licensors and are protected by law.  You acknowledge and agree that any unauthorized use of the Marks constitutes both intellectual property infringement and a material breach of this Agreement.  You acknowledge that ISSA is the owner of all right, title and interest in and to each of the Marks worldwide superior to You, in every jurisdiction pursuant to applicable statutes, common law or otherwise, regardless of whether each Mark has been applied for or registered in each jurisdiction.  You acknowledge and agree that You shall not make any claim of, or seek any right to, title or ownership in and to any of the Marks, nor shall You submit any trademark or other intellectual property application anywhere in the world covering, in whole or in part, any of the Marks or any terms, designs or logos confusingly similar to any of the Marks.

5.2       Grant of License.  While a Submission is under review, ISSA grants You the limited right to indicate that You are applying for ISSA Validated status for the Submission; provided however, that You are prohibited from using the Marks in any manner that indicates or implies (as determined by ISSA in its sole and absolute discretion) that the Submission has achieved, or will achieve, ISSA Validated status. In all other regards, You are prohibited from using the Marks in any manner prior to the Submission being conferred status as ISSA Validated. In the event that ISSA confers ISSA Validated status to a Submission, then, subject to the terms and conditions of this Agreement and ISSA’s policy of usage for the Marks (“Trademark Usage Policy”), ISSA grants You a non-exclusive, non-sub-licensable, non-transferable, revocable (as set forth below), royalty-free, limited license to use, during the Validation Period and while the Submission’s status as ISSA Validated remains valid, the Marks for the purposes of indicating that ISSA Validated status has been conferred to the Submission. For the avoidance of doubt, the license granted herein shall automatically terminate with respect to a Submission, without notice, upon the expiration or revocation of the Submission’s ISSA Validated status.  In addition, if, in the sole and absolute discretion of ISSA, ISSA determines that You have misused the Marks in violation of the Trademark Usage Policy, ISSA may elect to immediately terminate this Agreement and your license to use the Marks by written notice to You (email shall suffice).

5.3       Trademark Usage Policy.  In connection with all use of the Marks as set forth herein, You agree to use the Marks in accordance with all applicable laws, rules and regulations, and You will comply at all times with the Trademark Usage Policy, and as may be updated from time to time.  You will be provided with both the Marks and the Trademark Usage Policy upon the ISSA Validated status being conferred.

5.4       Improper Use.  In addition to other remedies provided by law or by this Agreement, if at any time ISSA determines in its sole and absolute discretion that You have used the Marks on, or in connection with products or materials that are not ISSA Validated or otherwise not in compliance with this Agreement or the Trademark Usage Policy, ISSA may elect to notify You in writing of the misuse of the Marks (email shall suffice).  In this event, You must correct the use of the Marks as requested by ISSA and notify ISSA of the corrective actions taken within thirty (30) days of Your receipt of the notice from ISSA.  The Parties acknowledge and agree that the remedy provided in this Section 5.4 is in addition to, and not in lieu of, other remedies available to ISSA as provided in this Agreement and by law.

5.5       All Rights Reserved.  All rights not expressly granted herein are reserved by ISSA, and no license is granted hereunder for the use of any of the Marks for any purpose beyond the uses set forth in this Section 5, or to any other intellectual property of ISSA or its licensors.  You agree not to contest the validity of any of the Marks and not to voluntarily become a party to any litigation in which others contest the validity of any of the Marks.

5.6       Injunctive Relief.   You acknowledge that the Marks and the goodwill associated  therewith possess special, unique and extraordinary characteristics, which make difficult the assessment of monetary damages that ISSA would sustain as a result of Your unauthorized use of the Marks.  You recognize that ISSA would suffer irreparable injury by such unauthorized use and agree that injunctive and other equitable relief is appropriate in the event of a material breach by You of any of the terms of this Section 5.  Such remedy shall not be exclusive of any other remedies available to ISSA. 

Section 6 – Ongoing Obligation to Comply with ISSA Validated Status

 6.1       Changes to Submission.  During the Registration Period, You will provide ISSA with written notice of any changes in the design, technology, manufacturing processes, or changes in the materials used in the manufacturing or construction of the Submission along with your assessment of how such changes might impact the Submission’s productivity rates and cleaning times for the purpose of confirming that the Submission continues to conform in all ways with its ISSA Validated status.  You acknowledge and agree that ISSA may, in its sole discretion, elect to conduct an audit to verify that the Submission as changed continues to conform with its ISSA Validated status.

6.2       Compliance Verification.  At any time during the Term of this Agreement, ISSA, in its reasonable discretion, may verify that the Submission continues to conform with its status as ISSA Validated by conducting an audit using reasonable means narrowly tailored for the specific purpose of verifying the Submission’s continued conformance.  You shall comply with all reasonable requests designed to verify the Submission’s continued conformance with its ISSA Validated status.  Your failure to comply may be treated as a breach of this Agreement by ISSA.  In the event that the Submission is determined to be out of conformance with its ISSA Validated status in ISSA’s sole discretion, You shall have thirty (30) days to take corrective action to ensure such conformance.  In the event You fail to comply in this regard, ISSA may revoke the Submission’s status as ISSA Validated subject to appeal by You.

6.3       Additional Samples.  ISSA, in its sole discretion, shall have the right to inspect an additional sample of the Submission for purposes of evaluating the Submission to determine its conformance with its status as ISSA Validated.  In the event ISSA elects to inspect an additional sample, You shall provide ISSA with reasonable access to a representative sample of the Submission being evaluated under this Agreement including but not limited to shipping the additional sample to ISSA or a designated facility at Your expense.  Such additional samples shall not be returned to You. 

Section 7 – Term and Termination

7.1       Term and Termination.  The Term of this Agreement shall begin on the Effective Date and shall continue in effect until the conclusion of the Validation Period unless terminated sooner as follows:

1. a) You or ISSA may terminate this Agreement in whole or in part at any time upon providing ISSA with at least sixty (60) days written notice. In this event, ISSA shall be under no obligation to refund any Fees paid by You.

1. b) This Agreement shall terminate in full, if You materially breach Your obligations under this Agreement including Your failure to make Fee payments due and as agreed under this Agreement, and You fail to cure such breach within thirty (30) days from the date of notice of material breach provided to You by ISSA. Such breach of obligations shall include, without limitation, Your failure to pay any Fees invoiced, Your misuse of any Marks or other intellectual property held by ISSA or its affiliates, Your failure or unwillingness to comply with any applicable conditions of ISSA Validated status, and any misstatement, whether intentionally or unintentionally made, in the Submission Information that You submit in connection with the Program.

1. c) This Agreement will automatically terminate in full if ISSA delivers notice to You that the Submission has failed to achieve ISSA Validated status, and You (i) indicate by written notice Your acceptance of such written notice of this determination, or (ii) have exhausted all opportunities to appeal this determination.

1. d) This Agreement shall terminate in full upon the expiration of a sixty (60) day period from the date of issuance of a written notice of abandonment of the Application from ISSA (“Notice of Abandonment”) in the event ISSA reasonably determines that You have: (i) failed to complete the Application within a reasonable period of time; (ii) abandoned the Application; or (iii) failed to provide a Sample within a reasonable period of time.

1. e) This Agreement shall terminate in full automatically and immediately if and when ISSA determines in its sole discretion that the Submission includes: i) “pesticides”, “pesticide products” or “pesticide devices” as those terms are defined by the Federal Insecticide Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq) (FIFRA); or ii) sanitizer products regulated as over-the-counter drugs under the Federal Food, Drug and Cosmetic Act (21 U.S.C. ch. 9 § 301 et seq) (FFDCA). For purposes of clarity, the term “pesticides” shall include but not be limited to disinfectant and sanitizer products intended to be used on inanimate surfaces; the term “pesticide products” shall include but not be limited to the combination of disinfectants and sprayers when sold or packaged together; and the term “pesticide devices” shall include equipment that generates a pesticidal active ingredient on site, but does not include equipment designed to facilitate the application of a tank mix of a pesticide with inert ingredients when no pesticidal active ingredient is generated on site.

7.2       Obligations and Rights Upon Termination.  Upon termination of this Agreement pursuant to Section 7.1 above:

1. a) Your access to the Application(s) for the Submission under this Agreement will be revoked by ISSA, and ISSA may, in its reasonable discretion, delete or destroy any such Application(s), associated form(s), and related information.

1. b) Your Submission shall no longer be considered ISSA Validated, and all of Your rights to use the Marks pursuant to the license granted under Section 5, shall terminate and You must immediately discontinue all use and display of the Marks. Moreover, You must destroy all printed materials, including marketing and promotional materials, advertising and packaging, bearing the Marks, and use Your best efforts to cause your agents, distributors, and others to do the same no later than sixty (60) days of such expiration or termination of the Agreement,

1. c) All Fees owed by You as of the effective date of such termination must be paid in full within thirty (30) days of the effective date of such termination. There shall be no refund of any Fees paid or owed under this Agreement.

7. d) Upon the expiration or earlier termination of this Agreement, both Parties agree that they shall not seek or be entitled to any remuneration, fees, costs, damages or any other relief (legal or equitable) or compensation whatsoever, except as set forth in this Section 7.2.

7.3       Surviving Provisions.  It is expressly understood and agreed that the Parties’ respective obligations under this Agreement in Sections 5, 7, 8, 9, 10, 11, 13 and 14 shall survive any termination of this Agreement. 

Section 8 – Presentations

 8.1       Representations and Warranties of Each Party.   Each Party hereby warrants and represents that:

1. a) It has the power and authority and the legal right to enter into this Agreement and to grant the rights and perform the obligations set forth herein.

1. b) It has taken all necessary action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.

1. c) No rights granted by one Party to the other pursuant to this Agreement are in violation of any other agreement.

8.2       Representations and Warranties of You.  You represent and warrant that:

1. a) You have the right to provide all Submission Information and the Sample provided to ISSA by You or on Your behalf, to grant the permission to ISSA and ISSA’s subcontractors and affiliates as purported to be granted pursuant to this Agreement and to otherwise grant the rights granted under this Agreement.

1. b) The Submission Information, as well as any information contained in Your Application or any other documents You submit to ISSA, is and will be to the best of Your knowledge true, correct and complete, and accurate in all respects, and does not and will not infringe upon or misappropriate the intellectual property rights of any third party.

1. c) The Submission does not include: i) “pesticides”, “pesticide products” or “pesticide devices” as those terms are defined by the Federal Insecticide Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq) (FIFRA); or ii) sanitizer products regulated as over-the-counter drugs under the Federal Food, Drug and Cosmetic Act (21 U.S.C. ch. 9 § 301 et seq) (FFDCA). For purposes of clarity, the term “pesticides” shall include but not be limited to disinfectant and sanitizer products intended to be used on inanimate surfaces; the term “pesticide products” shall include but not be limited to the combination of disinfectants and sprayers when sold or packaged together; and the term “pesticide devices” shall include equipment that generates a pesticidal active ingredient on site, but does not include equipment designed to facilitate the application of a tank mix of a pesticide with inert ingredients when no pesticidal active ingredient is generated on site.

1. d) In the event that the Submission includes a sprayer or other physical apparatus intended to be used to apply or deliver a disinfectant or other pesticide within the meaning of FIFRA (“Equipment”), You have included instructions in Your Equipment labeling or other materials that the Equipment must be used to apply pesticides in a manner consistent with the pesticide label’s directions for use. 

Section 9 – Indemnification

 9.1       Your Indemnification of ISSA.  You agree to indemnify, defend and hold harmless ISSA and its officers, directors, employees, agents, representatives, affiliates, contractors, subsidiaries and independent contractors (collectively, the “ISSA Indemnitees”) from and against all claims, actions, suits, losses, costs, liabilities, judgments, damages and expenses, including reasonable attorneys’ fees, court costs, litigation expenses and related expenses (collectively, “Claims”) arising out of or relating to (i) Your material breach of any of the representations, warranties or obligations set forth herein; (ii) any incompleteness or inaccuracy of the Submission Information caused by You or any person or persons under Your direction and control; (iii) the design, testing or data provided by You; (iv) Your use of the Marks in a manner other than as set forth in Section 5; (v) Your use of, and/or reliance upon, the ISSA Validation status conferred under this Agreement in a manner inconsistent with this Agreement; and/or (vi) Your intentional acts or negligence with regard to the Submission.  All of the foregoing applies only to the extent that such Claims are due or claimed to be due to the acts or omissions of You or any person or persons under Your direction and control. By using the Mark, You understand, acknowledge, and agree that You will indemnify and hold ISSA and the ISSA Indemnitees harmless for any liability for violations established in connection with Your products, programs and/or technologies (and the registration of Your products, programs and/or technologies under the Program) by federal and state agencies and law enforcement, including but not limited to the U.S. Environmental and Protection Agency, Food and Drug Administration, Consumer Products Safety Commission, Federal Trade Commission and Occupational Safety and Health Administration, as well as all liability for civil actions brought in connection with Your use of the Mark under state and federal law, including but not limited to state deceptive advertising laws and the Lanham Act.

9.2       ISSA’s Indemnification of You.  ISSA agrees to indemnify, defend and hold harmless You and Your respective officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries and independent contractors (collectively, “Your Indemnitees”) from and against all Claims arising out of or relating to ISSA’s material breach of any of the representations, warranties or obligations set forth herein; provided, however, that ISSA’s indemnification obligation shall not exceed the Fees paid by You under this Agreement for the specific portion of the services rendered under this Agreement that directly caused you harm. 

Section 10 – Disclaimer of Warranties

 10.1     Except as expressly set forth in this Agreement, the Parties acknowledge and agree that the Program is provided as-is, that You assume all risks and liabilities arising from or relating to its use of and reliance upon the Program, and ISSA makes no representation or warranty with respect thereto.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ISSA HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE PROGRAM, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROGRAM  AND THE SERVICES PROVIDED UNDER THIS AGREEMENT.  ISSA explicitly disclaims any and all liability arising from Your use of the Program, any guidance provided or offered under the Program, and any application or form for any purpose other than for the pursuit of ISSA Validated status for the Submission under the Program.

Moreover, ISSA and the ISSA Indemnitees EXPRESSY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES THAT THE MARKS AS DEFINED IN THIS AGREEMENT OR ANY GUIDANCE OR OTHER MATERIALS OR SERVICES PROVIDED TO YOU OR THE USE THEREOF WILL COMPLY WITH THE U.S. FEDERAL TRADE COMMISSION ACT (15 U.S.C. §§ 41-58) (“FTCA”), THE FEDERAL INSECTICIDE FUNGICIDE AND RODENTICIDE ACT (7 U.S.C. ch. 6 §136 et. seq.) (“FIFRA”), THE FEDERAL FOOD, DRUG AND COSMETIC ACT (21 U.S.C. ch. 9 § 301 et seq) (“FFDCA”)  OR OTHER APPLICABLE LAWS AND REGULATIONS AND IN NO EVENT SHALL ISSA OR THE ISSA INDEMNITEES HAVE ANY LIABILITY IN CONNECTION THEREWITH.  ISSA DOES NOT PROVIDE LEGAL ADVICE AND NO ISSA PROVIDED SERVICE OR DELIVERABLE UNDER THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS LEGAL ADVICE.  IT IS YOUR SOLE RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS AND STANDARDS REGARDING LABELING AND  MARKETING CLAIMS MADE IN CONJUNCTION WITH YOUR SUBMISSION.  YOU SHOULD CONSULT LEGAL COUNSEL FOR ADVICE ON THIS TOPIC.  YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ISSA AND THE ISSA INDEMNITEES FROM ALL LOSSES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF, OR RELATED TO, CLAIMS ASSERTED BY THIRD PARTIES THAT RELATE TO UNFAIR OR DECEPTIVE MARKETING CLAIMS, OR VIOLATIONS OF ANY APPLICABLE LAWS OR REGULATIONS INVOLVING YOUR SUBMISSION OR YOUR USE OF THE MARK INCLUDING BUT NOT LIMITED TO VIOLATIONS OF FIFRA, FFDCA, OR FTCA.

10.2     All determinations related to a Submission’s status as ISSA Validated under the Program, are in the sole and absolute discretion of ISSA and in no event shall ISSA have any liability as a result of any decision to confer or not to confer ISSA Validated status to Your Submission for any reason.

10.3     Without limiting the scope of this Section 10, You agree and acknowledge that ISSA is not a designer, manufacturer, marketer, seller, endorser, guarantor, or insurer of Your Submission.  By providing the Program and attendant services, ISSA is not assuming, and we disclaim any obligation, including any duty of care to you or any third party related to the design, testing, or the manufacture, marketing or sale of the Submission enrolled in the Program.  You agree that:

1. a) ISSA’s provision of the Program and attendant services, and conferment of status as ISSA Validated is NOT intended to, and does not in fact, supplant Your examination and testing of the Submission;

1. b) In performing the services under this Agreement, ISSA is not assuming any duty that you have to examine or test the design of the Submission either before or after manufacture, sale, or implementation of the Submission;

1. c) ISSA’s conferment of ISSA Validated status to the Submission does not mean that ISSA endorses or warrants the safety or performance of the Submission; and

1. d) ISSA makes no representation or warranty that it will continue the Program for any definite period of time. ISSA may discontinue the Program, any subset thereof, or any similar program it may hereafter offer at any time (including but not limited to pilot programs), for any reason or no reason at all; provided, however that ISSA shall endeavor to give You at least one year notice of its intention to discontinue the program under which Your Submission has registered. In the event that ISSA discontinues the program and/or determines not to continue the program, or any subset thereof, You shall not be entitled, and hereby waive and surrender any and all rights, to advance any claims that may arise from the same, or to otherwise seek or obtain any resulting damages, including, without limitation, any refund or fees paid, due or owing under this Agreement.

 

Section 11 – Limitation of Liability

11.1     ISSA Indemnitees.  Except as otherwise required by law, in no event shall ISSA or any of the ISSA Indemnitees be liable to You or any third party, with respect to any and all claims, rights, claims for indemnification or otherwise, for any direct, special, indirect, incidental, punitive, or consequential damages, including damages or costs due to loss of profits, tax credits, economic benefits, data, loss of goodwill, or personal or other property damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by ISSA or any ISSA Indemnitee or in connection with any program, any optional service, any published requirements, any guidelines, or any application or form, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if such Party has been notified of the likelihood of such damages occurring.

11.2     Your Indemnitees.  Except as otherwise required by law, in no event shall You or any of Your Indemnities be liable to ISSA or any third party, with respect to any and all claims, rights, claims for indemnification or otherwise, for any direct, special, indirect, incidental, punitive, or consequential damage regarding this Agreement or resulting from or in connection with the performance of this Agreement by You or any of Your Indemnitees.

 

Section 12 – Force Majeure

 If the performance or observance of any of the duties, responsibilities or obligations of a Party under this Agreement is prevented or delayed by a Force Majeure Event, the Party so affected shall, upon prompt notice of such cause being given to the Other Party, be excused from such performance or observance without penalty or liability, only to the extent of such prevention or during the period of such delay, provided that the Party so affected shall use its best efforts to avoid or remove the cause(s) of non-performance and observance with utmost dispatch.  For purposes of this Agreement, a Force Majeure Event shall mean any act, event or condition (except, in each case, for the payment of money) which is beyond the reasonable control of a party, including, but not limited to, an act of God; an act of the public enemy; civil disturbance or unrest; injunctions; lightning; fire, explosion or other serious casualty; water damage; terrorist attack (or threats thereof); epidemics or pandemics; public health crisis as announced by the WHO or CDC; strike, lock-out or labor dispute; accident or sabotage; unusually severe weather (including hurricane, earthquake, tornado, landslide or flood); war (whether declared or not) or threats thereof; blockades; or embargoes. 

Section 13 – Confidential Information

 13.1     Scope of Disclosure.  During the performance of services under this Agreement, a Party (“Receiving Party”) may have access to certain valuable materials, technical information, and data, that the Other Party (“Disclosing Party”) considers to be confidential and proprietary. Such materials , information and data may relate to the Disclosing Party and its affiliates’ research and development, as well as commercial plans and if so disclosed could cause irreparable harm to Disclosing Party’s or affiliates’ business.

13.2     Confidential Information.  During the Term of this Agreement and for a period of five (5) years thereafter (including following any termination), Receiving Party agrees to retain in confidence and to refrain from using for Receiving Party’s benefit or the benefit of any third party any and all materials, information or data:  i) disclosed to Receiving Party by Disclosing Party; ii) obtained by Receiving Party’s representatives while visiting Disclosing Party’s facilities; and iii) any and all data, analyses, or studies arising or derived from (i) and (ii) in this Section 13.2 (collectively “Confidential Information”).  Confidential Information shall not include materials, information or data that:  1) is or becomes public knowledge through no fault of Receiving Party or its representatives; 2) is lawfully made available to Receiving Party by an independent third party; 3) is already in Receiving Party’s possession at the time of initial receipt from Disclosing Party; or 4) is required by law, regulation, rule, act, or order of any governmental authority or agency to be disclosed by Disclosing Party, provided however that It gives Disclosing Party sufficient notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and thereafter Receiving Party discloses only the minimum Confidential Information required to be disclosed in order to comply.

 

13.3     Limitations on Use.  Receiving Party agrees that it will not use Confidential Information for any purpose, other than carrying out Receiving Party’s obligations set forth in this Agreement, including without limitation publication of any kind, without the prior written permission of Disclosing Party.  Further, Receiving Party agrees to advise its officers, representatives, agents, subcontractors, and employees (collectively “Agents”) of the proprietary nature of the Confidential Information and the terms and conditions of this Agreement.  Receiving Party agrees to be responsible for any breach of this Agreement by its Agents. 

Section 14 – General Provisions

14.1     Directory.  You acknowledge and agree that Your Submission will be included in a directory (“Directory”)  visible to the general public and members of media for the purpose of identifying those Submissions that have been conferred ISSA Validated status under the Program, which may include the name of the cleaning equipment, organization name and address, type of organization, to the extent that the Submission achieves ISSA Validated status, the date ISSA Validated status is conferred, and other such reasonable information for the purpose of celebrating Your Submission achieving ISSA Validated status.

14.2     Governing Law/Jurisdiction.   This Agreement shall be construed in accordance with Illinois law without regard to the conflict of laws, rules or principles thereof.  Each Party hereby consents to the exclusive jurisdiction and venue of the Illinois State and federal courts.

14.3     Remedies.  Except as otherwise expressly provided in this Agreement, all remedies shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

14.4     Relationship of the Parties.  The relationship between the Parties to this Agreement is that of independent contractors with respect to the benefits described herein. This Agreement is not intended to, and does not, create any partnership, joint venture, employment, or agency relationship between the Parties. Each Party agrees that it will not hold itself out as, an agent, affiliate, legal representative, joint-venture, partner, employee or servant of the other Party for any purpose whatsoever.

14.5     Assignment.  This Agreement shall not be assigned by either Party without the express written consent of the other Party.

14.6     Entire Agreement.  This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

14.7     Amendments.  This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party.

14.8     Severability.  In the event any portion of this Agreement or any amendments or addenda hereto shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement is in conflict with any applicable statute or rule of law, then such terms shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such statute or rule of law.

14.9     Headings.  The headings contained in this Agreement are for convenience of reference only and shall not affect or alter the meaning or effect of any provision hereof.

 

Section 15 – Execution

 By selecting the button below marked “I AGREE”, You hereby agree to the terms, conditions and provisions represented in this Agreement. You acknowledge that You have read and understood this Agreement and all referenced materials whether by url or otherwise set forth in this Agreement, including the Accreditation Handbook and Fees, and that You have been provided the opportunity to maintain a record of this Agreement and all referenced materials. Further, You understand that by agreeing to these terms You will be bound to a legally enforceable contract no different than a contract expressed on paper and physically signed by You. To the extent You accept this Agreement as described herein, ISSA shall maintain an electronic record of this Agreement which You may request to review and download at any time.