PARTNERSHIP AND SPONSORSHIP TERMS
Article 1. Purpose and applicability
1.1These terms apply to partnerships, sponsorships, free servers, partner discounts, promotion codes and other collaborations between VylorNode and communities, development studios, creators or other business partners.
1.2A partnership does not confer any right of ownership, profit, shares, exclusivity, representation or an employment relationship, unless the parties expressly agree otherwise in writing.
1.3For each partnership, at least the following arrangements are recorded in writing:
Article 2. Partner status
2.1VylorNode may offer the following partner statuses:
2.2The partner status is agreed in writing for each collaboration.
2.3VylorNode may not unilaterally change a partner status without reasonable grounds. A change that affects the agreed benefits or consideration is discussed with the partner in advance and confirmed in writing.
2.4Partner status is not transferable to another person, community or business without written consent from VylorNode.
Article 3. Free server, sponsorship or discount
3.1VylorNode may offer a partner a free server, trial period, discount or other form of sponsorship.
3.2This may include, among other things:
3.3The offered discount or sponsorship applies solely to the service, partner and term agreed in writing.
3.4Free services and discounts have no monetary value, cannot be paid out and cannot be transferred without consent.
3.5A free server or sponsored service remains active for the agreed term, provided the partner:
3.6Where the collaboration is entered into for an indefinite period, a notice period of 30 calendar days applies in principle for termination.
3.7VylorNode may immediately suspend or terminate a free or sponsored service in the event of fraud, illegal activities, serious security risks, deliberate abuse or another serious breach that cannot reasonably be remedied.
3.8In the event of a remediable breach, the partner first receives a written warning and a reasonable period to remedy the breach.
Article 4. Consideration
4.1The partner provides the consideration agreed in writing between both parties in advance.
4.2Consideration may for example consist of:
4.3The specific consideration is not determined unilaterally by VylorNode. Both parties record in writing in advance:
4.4Additional consideration applies only where both parties consent to it in writing.
Article 5. Conduct and reputation
5.1Both parties behave professionally and refrain from misleading, insulting or deliberately harmful statements about the other party.
5.2Without written consent, the partner may not give guarantees, commitments, prices or legal statements on behalf of VylorNode.
5.3The partner may not use VylorNode’s name, services or infrastructure for fraud, scams, deception, copyright infringement, attacks, malware or other illegal activities.
5.4For the purposes of these terms, reputational damage means demonstrable conduct or demonstrable public statements that can reasonably cause serious harm to trust in, the security of, or the business reputation of VylorNode.
5.5Criticism, a negative experience or a reasonable and factual disagreement does not in itself constitute reputational damage.
5.6In the event of alleged reputational damage, VylorNode notifies the partner in writing of the specific conduct or statement. Except in a serious or irremediable situation, the partner is given a reasonable opportunity to remedy the situation.
Article 6. Brand and logo use
6.1The partner may use VylorNode’s name, house style and logo only during an active partnership and in accordance with the brand guidelines provided.
6.2After termination of the collaboration, the partner removes VylorNode’s logo and partner mentions within a reasonable period of no more than fourteen days.
6.3The logo may not be distorted, modified or combined without consent with statements that are misleading, illegal or harmful.
6.4VylorNode may use the partner’s name and logo only:
6.5After termination, VylorNode removes the partner mention and partner logo within no more than fourteen days, except where the parties give written permission to continue mentioning a historical collaboration.
6.6Neither party acquires ownership rights in the other party’s name, house style or intellectual property rights by virtue of the partnership.
Article 7. Coupons and promotion codes
7.1VylorNode may create discount or promotion codes for a partner, including codes via Stripe.
7.2Restrictions may apply per code with regard to:
7.3These restrictions are communicated to the partner in advance.
7.4Abuse, manipulation, resale or unauthorised distribution of a personal promotion code may lead to suspension or withdrawal.
7.5VylorNode is not obliged to reactivate expired, lawfully withdrawn or fully used codes.
Article 8. No employment relationship or representation
8.1The partner is not an employee, partner, shareholder, commercial agent or legal representative of VylorNode.
8.2The partner may not enter into agreements, assume obligations or make statements that legally bind VylorNode.
8.3Work is paid only where the parties agree this in writing in advance.
8.4The partner is solely responsible for any taxes, administration and legal obligations arising from payments or benefits received.
Article 9. Content and testimonials
9.1VylorNode may use a testimonial, review, logo, screenshot or other partner content for marketing only where the partner has given consent.
9.2The partner warrants that supplied content may lawfully be used and does not infringe third-party rights.
9.3VylorNode may refuse or remove content that is incorrect, misleading, illegal or demonstrably harmful.
9.4The partner may withdraw consent for future use of a testimonial. Physical or published campaign material already lawfully produced need not be destroyed retrospectively, unless otherwise agreed.
Article 10. Term and termination
10.1The term of the partnership is recorded in writing for each collaboration.
10.2Where no fixed end date has been agreed, the partnership applies for an indefinite period.
10.3Either party may terminate a partnership for an indefinite period in writing with a notice period of 30 calendar days.
10.4For partnerships with a fixed term, early termination is only possible:
10.5In the event of a remediable breach, the relevant party first receives a written notice of default with a reasonable remedy period of at least fourteen days.
10.6After termination, free services, partner discounts and promotion codes expire on the agreed end date.
10.7The parties may agree in writing that a free server will be converted to a paid service after the notice period. Without such an agreement, the sponsored service ends upon expiry.
10.8Existing paid services continue under the normal general terms and the existing payment agreement.
Article 11. Confidentiality
11.1Both parties treat non-public information that is recognisable as confidential as confidential.
11.2This includes, among other things:
11.3The duty of confidentiality does not apply to information that:
11.4The confidentiality obligation continues after termination of the partnership for as long as the information is reasonably confidential.
Article 12. Liability
12.1Partnerships and promotional collaborations are performed on the basis of a reasonable best-efforts obligation, unless a concrete result has been guaranteed in writing.
12.2Neither party is liable for indirect damage, consequential damage, lost profit or missed promotional results, to the extent exclusion is permitted by law.
12.3A limitation of liability does not apply in the event of intent, wilful recklessness, or where limitation is not permitted under mandatory law.
12.4VylorNode’s normal general terms and any service terms continue to apply to the use of hosting services.
Article 13. Changes to the terms
13.1Each partnership is governed by the version of these terms with which the partner consented when entering into or renewing the collaboration.
13.2The document states at least a version number and effective date.
13.3VylorNode may change the terms for future partnerships.
13.4Material changes to an existing partnership are announced in writing at least 30 days in advance.
13.5Changes to the consideration, discount, free service, term or notice period apply to an existing partnership only after written consent of both parties.
13.6Changes required due to legislation, security or abuse prevention may take effect earlier where postponement is not reasonably possible.
Article 14. Final provisions
14.1Additional partner arrangements take precedence over these general partnership terms where they have been recorded in writing.
14.2If a provision is found to be invalid or unenforceable, the remaining provisions remain in force. The parties replace the invalid provision with a provision that approximates the original purpose as closely as possible.
14.3Dutch law applies to the partnership.
14.4The parties first attempt to resolve a dispute through mutual consultation before taking legal action.