Affiliate Reseller Agreement
Affiliate Reseller Agreement
This is a legal Agreement that contains all of the terms and conditions between Next Bee LLC ("NextBee"), and the individual or organization (the "Affiliate/Reseller") participating in the NextBee Affiliate/Reseller Program (the "Program"). By submitting the online application you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition. The purpose of this Agreement is to allow HTML linking between your web site and NextBee's. Please note that throughout this Agreement, "we," "us," and "our" will mean Next Bee LLC., and "you," "your," and "yours" will mean the affiliate/reseller.
To begin the enrollment process, you must first complete and submit a Program application via NextBee website. It is your responsibility to provide truthful and complete information about questions asked in the Program application. Once we evaluate your application in good faith, we will notify you whether you are accepted or rejected to promote our offering as per the Program conditions. We accept or reject Program applications at our sole discretion.
As a member of the Program, you will have access to the promotional graphics ("Links") that you should place only on your own website. You must follow all program instructions carefully in order for us to accurately keep track of visits from your site to ours.
We reserve the right to review your placement and approve the use of Your Links at any time, and, when applicable, require that you change the placement or use to comply with our guidelines. You agree to fully cooperate with us in any linking, graphics, and promotional messages that you use to promote NextBee offering.
The maintenance and the updating of your site will be your responsibility. It is entirely your responsibility to adhere to all applicable intellectual property and other laws, ethical standards that pertain to your site. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
NextBee's Rights and Responsibilities
NextBee reserves the right to monitor your site at any time. If we determine that you are not following the terms and conditions of this Agreement we will notify you of any changes to your site that we feel should be made. We will also make sure that your links to our web site are appropriate and will notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
Should you commit fraud in your use of the Affiliate/Reseller Program or should you abuse this program in any way, NextBee reserves the right to terminate this Agreement and your participation in our Program immediately and without notice to you. In addition, NextBee shall not be liable to you for any Referral Fees for any fraudulent referrals.
End users who register with NextBee through the Program will be subject to our rules, policies, and operating procedures. We may change our policies and operating procedures at any time. This Agreement will begin upon our acceptance of your application, and will continue unless terminated hereunder.
By giving the other party written notice in the form of mail, email or fax, either party (you or we) may end this Agreement AT ANY TIME, with or without cause. In addition, if you breach this Agreement, it will be terminated immediately. If the agreement is terminated then you will get only the referral fees collected till the termination of our relationship.
We reserve the right to change the Terms and Conditions of this Agreement at anytime and at our sole discretion, effective upon making the modified provisions available on the NextBee web site. You are responsible for regularly reviewing these terms and conditions. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules. If any of these modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program after the posting of any such changes on Our Site shall constitute your consent and binding acceptance of the change. NextBee does not and will not assume any obligation to notify you of any changes to the Terms and Conditions.
Referral Fees and Payments
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
Relationship of Parties
You and Next Bee LLC are independent contractors, and nothing in this Agreement will create any joint venture, partnership, franchise, agency, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that would reasonably contradict anything in this Article. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of our Program. NextBee reserves the right to use your name, logo, trademark, and trade name in our press releases, on Our Site, in our ads, and in our marketing collateral.
You must agree to be bound specifically by NextBee's Terms of Service and NextBee Publisher Membership Agreement. Further, you agree not to conduct any business that is unlawful, infringe or otherwise violate a third party's rights, collect information about third parties, without their express consent; interfere with or disrupt the NextBee's service or server.
Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, accounts, disclosure information, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. NextBee makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the NextBee Service, or such products or services. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
Representations and Warranties: You represent and warrant that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
You agree to indemnify, defend and hold harmless Next Bee LLC its parents, subsidiaries, affiliates, officers, directors, employees, consultants, partners and agents harmless from and against any and all claims, demands, liability, damages costs and expenses (including but not limited to attorneys' fees) arising out of, or related to, your participation in the Affiliate/Reseller Program, your violation of this Agreement or any of the terms or conditions herein, or your infringement of any intellectual property right or other right of NextBee or any third party (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or any claim related to Your Site, including, without limitation, content therein not attributable to us. These obligations will survive any termination of your relationship with NextBee or your enrollment in this Program.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall be construed in accordance with the laws of the State of California.
Last Modified 22nd January, 2009
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