HCM Franchise Advantage Program Terms and Conditions
- Introduction
The Human Capital Management Franchise Advantage Program (the “Program”) and these Terms and Conditions (collectively the “Agreement”) defines the respective rights and obligations of PrimePay and Franchisor (collectively the “parties”) to participate in the Program. The parties agree to carry out their respective responsibilities described in the Agreement as separate independent entities who share a mutual goal of Program success, not as joint venturers, agents of the other party, nor part of a legal partnership. This Agreement and its Terms and Conditions shall be distinct and separate from any agreement for the provision of PrimePay products or services.
- Intellectual Property Rights
Other than content owned exclusively by Franchisor and/or its licensors, PrimePay shall own all rights to the intellectual property and material contained in its products and services, and on its websites, and all such rights are reserved. Franchisor grants PrimePay, and PrimePay grants to Franchisor, a limited license to use the other party’s name, logo, or other marks during the Term of the Agreement for the purposes of recruiting franchisees and achieving Program success.
- Warranty Disclaimer
This Agreement makes no express or implied representations or warranties of any kind related to PrimePay’s HCM products and services. The parties agree that the provision of PrimePay’s HCM products and services to franchisees of Franchisor shall be exclusively governed at all times by the PrimePay Product Terms entered into between PrimePay and its customers pursuant to a signed agreement, incorporating the terms and conditions found at: https://primepay.com/terms/product-terms/. The parties shall comply with all applicable law and regulations in the performance of its duties under this Agreement, including, but not limited to all applicable laws, privacy laws, and state and federal compliance requirements.
- Limitation of Liability
WITH THE EXCEPTION OF ANY VIOLATION OF PRIMEPAY’S INTELLECTUAL PROPERTY RIGHTS BY FRANCHISOR, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PRIMEPAY’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO FRANCHISOR FOR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR TO ANY ACT OR OMISSION OF PRIMEPAY, EXCEED ANY CASH OR IN-KIND AMOUNTS DUE OR PAID PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.
- Indemnification
Franchisor agrees to indemnify to the fullest extent PrimePay from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of this Agreement, except where the same is caused by PrimePay’s gross negligence or willful misconduct.
- Severability
If any provision of this Agreement is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
- Term, Terms, and Termination
This Agreement shall commence on the date of signature and continue for the Term specified in the Program proposal documentation, unless earlier terminated by either party: (i) prior to the expiration of the Initial Term with sixty (60) days advanced notice; or (ii) immediately in the event of a material breach which remains uncured within thirty (30) days after written notice. PrimePay is permitted the discretion to revise the terms of this Agreement at any time for any lawful business purpose, effective on written notice to Franchisor.
- Assignment
PrimePay shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, Franchisor shall not be permitted to assign, transfer, or subcontract any of its rights and/or obligations under this Agreement without PrimePay’s written approval, which shall not be unreasonably withheld.
- Entire Agreement
This Agreement supersedes all prior agreements and understandings with respect to the same subject matter. This Agreement does not alter or affect any separate agreements between Franchisor and PrimePay, or between PrimePay and franchisees, for the use of PrimePay’s products or services, those separate agreements shall remain subject to their separate terms. PrimePay shall treat Franchisor data in accordance with its Privacy Policy found on its website, or as may otherwise agreed in a signed agreement which contains privacy policy terms. A waiver by PrimePay of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.
- Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, and Franchisor submits to the exclusive jurisdiction of the state and federal courts located in Chester County for the resolution of any disputes.