Last Updated: 10-30-2019
This Agreement is entered into between NS8 Inc. ("NS8" or the "Company") and XXX ("you") named in the application for NS8's Partner Program (the "Program").
Participation in the Program allows you, subject to the terms of this Agreement, to receive a commission when users are referred to NS8 by you and purchase any pay services that exist on the NS8 web site.
By signing up for the NS8 partner program you agree to these terms and conditions:
- You have read NS8's Terms and Conditions of Service and you agree to them.
- You use NS8's services at your own risk. NS8's services are provided on an 'as is' and 'as available' basis.
- NS8 is not liable for damages, direct or consequential, resulting from any failure to provide service, suspension of service, or termination of service.
- The Company does not guaranty the availability of the NS8 partner program.
- You agree not to hold NS8 responsible for data loss or interruption of service of any kind.
- NS8 retains ownership and all rights to the NS8 logos, trademarks, software, trade secrets, databases, reports, and Web site.
- NS8 reserves the right to cancel your enrollment for any violation of the terms of this Agreement at any time.
- You may only signup for one partner account for yourself or your organization.
- You or NS8 may terminate your account at any time.
- You may not assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part, without the express written consent of NS8.
You may refer users to NS8 in any lawful way you wish, within the following criteria:
- Referrals cannot be via unsolicited commercial email ("spam").
- Referring web sites may not contain adult material, or engage in or promote illegal activity, violence, racism, or discrimination of any kind.
- Referring entities may not contain any other material that NS8 considers inappropriate.
- NS8 reserves the right to reject any orders that NS8 deems inappropriate, due to suspected fraud, or any other reason.
This Agreement does not create any exclusive arrangement between you and NS8.
Commissions are paid according to the schedule posted on the NS8 web site. To receive commissions for any orders, you must include your partner id provided on the URL referring the user to NS8. Commissions are paid based on money actually received by the Company. Returns or chargebacks are deducted from the partner's account. Sales of items that involve recurring revenue pay recurring commissions. Recurring commissions are paid at the rate of 30% for the first year of each customer's revenue, reduced to 15% for the remaining life of the customer.
NS8 retains the right to reject any customer's order for any reason.
The commission rates may be changed by NS8 at any time upon 30 days' notice to you. Commissions will be paid on a monthly basis, provided that your accrued balance is at least $100.00 (U.S.). Amounts less than $100.00 (U.S.) will be carried forward and added to the next month's total until the balance exceeds $100.00. Checks will be processed and mailed within 30 days from the end of the month in which your accrued commissions reach the minimum balance as stated in this paragraph.
NS8 reserves the right not to pay sites which, in NS8's sole discretion, violate any of the terms and conditions of this Agreement.
NS8 reserves the right to cancel non-performing partner accounts upon written notice.
You shall not sell or attempt to sell NS8 services to any current customer, affiliate, or partner of NS8. In the event that you solicit any current customer, affiliate, or partner of NS8, NS8 shall have no obligation to pay a commission to you for such customer.
Relationship Between the Parties; Scope of Authority
You shall perform all duties under this Agreement as an independent contractor, and agree not to hold yourself out as an agent of NS8 with authority apart from authority expressly granted to you under this Agreement. You shall have no express or implied authority to assume or create any obligation or enter into any agreement on behalf of NS8. Nothing in this Agreement shall be deemed to create an employer-employee, business entity partnership, franchise or joint venture relationship between NS8 and you.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD NS8 HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM YOUR VIOLATION OF THIS AGREEMENT OR ANY THIRD-PARTY'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS, UP TO A MAXIMUM OF $500,000. THIS OBLIGATION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
Limitation of Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, TORT OR COVER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, DELAY OF DELIVERY AND IMPLEMENTATION, OR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED SOLELY TO MONEY DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS DUE AND PAYABLE UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR, AND EACH PARTY IS EXCUSED FROM, ANY FAILURE TO PERFORM OR FOR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING WITHOUT LIMITATION, INTERRUPTIONS OF POWER OR TELECOMMUNICATIONS SERVICES, FAILURE OF SUPPLIERS OR SUBCONTRACTORS, ACTS OF NATURE, GOVERNMENTAL ACTIONS, FIRE, FLOOD, NATURAL DISASTER, OR LABOR DISPUTES. NS8 RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME BY NOTIFYING YOU IN WRITING. IN THE EVENT OF ANY OBJECTION TO SUCH CHANGE, YOU SHALL BE ABLE TO TERMINATE THE AGREEMENT BEFORE SUCH CHANGES TAKE EFFECT ON IMMEDIATE WRITTEN NOTICE TO NS8.
Choice of Law/Venue
This Agreement will be construed and enforced in accordance with the laws of the State of Nevada without regard to its conflict of laws principles. Venue for any dispute under this Agreement will be Clark County, Nevada.
Any notice made by NS8 to you shall be deemed properly given and effective: (i) when reduced to writing and sent to the email address specified in your Program registration, OR (ii) fifteen (15) days after being posted to the portion of NS8's web site that relates to the Program.