1. Purpose & Scope
The Agreement governs participation in the Love Always Commons Marketplace, where Participants list services or products for LAP Clients. It is universal for all Participants, while the Statement of Work (SOW) is customized for each offering.
2. Marketplace Access& Licensing
Participants submit services and marketing materials for LAP approval. LAP may accept or reject listings at its discretion. Participants grant LAP a limited license to display their services and materials on the Marketplace.
3. Branding & Marketing
LAP may use Participant trademarks and logos for Marketplace promotion, subject to Participant approval. All goodwill remains with the Participant.
4. Participant Responsibilities
a. Deliver services directly to Clients under separate Client Agreements.
b. Maintain security standards and notify LAP within 48 hours of any data breach.
c. Provide proof of insurance and maintain coverage throughout the term.
5. Client Management
a. Clients referred by LAP remain LAP’s Clients for 5 years post-termination.
b. Participant cannot solicit LAP Clients directly or indirectly during this period.
6. Fees & Revenue Share
a. Participant pays onboarding, due diligence, and stabilization fees as outlined in the SOW.
b. LAP collects Client payments and remits to Participant minus agreed revenue share.
7. Term & Termination
a. Either party may terminate with 30 days’ notice or for cause (e.g., breach, insolvency).
b. Certain obligations (e.g., confidentiality, non-solicitation) survive termination.
8. Confidentiality & IP
Each party retains ownership of its intellectual property. Confidential information must be protected and used only for purposes of this Agreement.
9. Liability & Indemnification
a. Both parties disclaim warranties; liability is capped at fees paid in the prior 3 months.
b. Each party indemnifies the other for IP infringement and third-party claims related to its
own services.
10. Miscellaneous
a. Governing law: Iowa.
b. No partnership or joint venture created.
c. Publicity requires prior written consent.
