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Welcome to Netchex's Partner Program on PartnerStack!

NETCHEX CHANNEL PROGRAM AGREEMENT

 

1. WELCOME TO OUR PARTNER PROGRAM ON PARTNERSTACK.

This is a contract between you, the Referral Partner, and NETCHEX. This Netchex Channel Program Agreement (“Agreement”) provides terms and conditions applicable to your participation in our PartnerStack channel program (the “Program”), and they are in addition to any terms and conditions that you may have agreed to pursuant to an agreement with PartnerStack. The terms “NETCHEX,” “We”, “Us” or “Our” refer to S & W Payroll Services, L.L.C. and the terms “You” or “Your” or “Referral Partner” refer to you.

By accepting an invitation or submitting an application to join NETCHEX’s Channel Program through the PartnerStack platform and by clicking on the “submit,” “accept,” or similar button or checkbox, you are signifying that you accept and consent to be legally bound by and comply with this Agreement, as updated from time to time. The individual entering into these terms on behalf of the Referral Partner represents and warrants that he or she has the authority to bind the Referral Partner to this Agreement and will comply with this Agreement.

This Agreement incorporates by reference, and you agree to comply with, the most recent version of all policies, guidelines and other rules referenced in this Agreement or accessible on the NETCHEX Channel Program Profile on the PartnerStack Platform, as they may be updated from time to time.

2. PARTNER ELIGIBILITY.

By participating in the Program, you represent and warrant that (a) you are not located in, and have no presence in or ties to, a country that is subject to a U.S. Government embargo, that is under sanction by the Office of Foreign Assets Control (“OFAC”), or that has been designated by the U.S. Government as a “terrorist supporting” country (each such country, a “Prohibited Country”); and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. Participation in the Program in breach of the foregoing is prohibited. You will not advertise to, or otherwise engage in commercial activities with, persons or businesses residing in Prohibited Countries.

3. ENROLLING IN PARTNERSTACK AS A REFERRAL PARTNER.

To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program; and (c) accept payments in accordance with the PartnerStack Partner Terms of Service, as amended and available at https://partnerstack.com/legal/partner (“PartnerStack Service Terms”). After your completion of the enrollment requirements described in this paragraph, you may be accepted into, and enrolled in, the Program. Acceptance into the Program may be granted, denied, or withheld in our sole discretion. NETCHEX reserves the right to re-evaluate your enrollment in the Program at any time and reserves the right to terminate this Agreement and/or your participation in the Program at any time, for any reason or no reason, upon notice to you. If you complete the enrollment requirements described in this paragraph on behalf of a company, organization, or other entity, then (i) each of “Affiliate,” “you,” and “your,” as used in this Agreement, includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

4. AFFILIATE FEES EARNED BY REFERRAL PARTNERS

A. Earn Affiliate Fees when NETCHEX collects payment on Qualified Sales.

If you are accepted into the Program, you will receive a unique URL (“Affiliate Link”) and you will receive access to a dashboard designed to assist you in tracking clicks on your Affiliate Link, Subscriptions purchased by Customers, and your eligibility for Affiliate Fees (the “Dashboard”).

Subject to the terms and conditions of this Agreement, for each entity that, within ninety (90) days of clicking on your Affiliate Link, subscribes to a paid plan for NETCHEX services through your Affiliate Link (each such entity, a “Customer,” and, each such paid plan, a “Subscription”), you will receive the rewards reflected on NETCHEX’s Channel Program profile on PartnerStack based solely on the revenue actually received by NETCHEX and excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like (“Affiliate Fee”). Notwithstanding the foregoing, NETCHEX will pay an Affiliate Fee for only “Qualified Sales” that meet all of the following conditions:

  • the Subscription must not be a sale to the Referral Partner or its employees or agents;
  • the Subscription must originate from a lawful click on an approved NETCHEX advertisement (NETCHEX's approved text link, banner advertisement or other approved advertising method) posted on the Referral Partner's Site, which operates as a textual/graphical hyperlink to a NETCHEX Site;
  • the Subscription must be received by NETCHEX during the term of this Agreement, prior to termination;
  • the Subscription must result in a sale of a NETCHEX service, with no less than thirty-one (31) days of active account status, and payment received by NETCHEX; and
  • no other limitation disqualifies the Subscription.

For example, a Qualified Sale is disqualified whenever it occurs in connection with a violation of this Agreement or any other terms, conditions, and policies that NETCHEX may issue from time to time that apply to the Program. Referral Partner shall not submit non-bona-fide leads.

The Affiliate Fee for which you may be eligible may vary according to the Subscription purchased by the applicable Customer; please refer to the Dashboard to review details regarding Affiliate Fee(s) for which you may be eligible. For clarity, any payments made by a Customer to NETCHEX for products and/or services other than the Subscription (including, without limitation, support, implementation, and/or training services) are not eligible for, and will not be included in the calculation of, Affiliate Fees. You will not be entitled to any reimbursement of any expenses, or for any payment or compensation of any type, other than the Affiliate Fees, if any. Although PartnerStack may track and calculate the lead submissions in accordance with the Program, determination of whether the lead submission has resulted in a Qualified Sale shall be made by NETCHEX.

B.             Other limitations.

Notwithstanding anything to the contrary in this Agreement:

  • you will not be entitled to Affiliate Fees, and NETCHEX will be under no obligation to pay any Affiliate Fees, if such payment would constitute a violation of any Applicable Law, or if we deem, in our sole discretion, that you violated this Agreement;
  • you will not be entitled to Affiliate Fees, and NETCHEX will be under no obligation to pay any Affiliate Fees, if the Customer is a past or current customer of any NETCHEX products and/or services at the time of such Customer’s clicking on your Affiliate Link, or if NETCHEX has already been, at the time of such Customer’s clicking on your Affiliate Link, engaged in communications with such Customer;
  • you will not be entitled to Affiliate Fees, and NETCHEX will be under no obligation to pay any Affiliate Fees, in connection with any entity you may have referred to NETCHEX outside of the Program and/or using any means other than your Affiliate Link;
  • you will cease accruing rights to Affiliate Fees effective upon the earliest of: (a) the one-year anniversary of the applicable Subscription, (b) the termination of this Agreement, and (c) the termination of your participation in the Program (whether you withdraw from the Program or we terminate your participation); and
  • the Affiliate Fee will be attributable only to the last Affiliate Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on an Affiliate Link provided by Partner X, but then clicks on an Affiliate Link provided by Partner Y and purchases a Subscription, then Partner Y will receive the full Affiliate Fee applicable to such Subscription, even if the Subscription purchase is within ninety (90) days of the date on which such Customer clicked on Partner X’s Affiliate Link and Partner X meets all other conditions set forth in this Agreement regarding Affiliate Fees. Affiliate Fees will not be split or transferred under any circumstances.

C.             Net 90 payment terms; Limited liability.

Subject to the terms and conditions of this Agreement, the Affiliate Fee applicable to each Customer will be initiated ninety (90) days after the commencement of such Customer’s Subscription (except that Affiliate Fees may not be initiated on holidays and weekends, in which case they will be initiated on or about the next business day), and will be made available in your Payment Method within several days after payment is initiated. The foregoing timelines are estimates only, and NETCHEX does not guarantee that Affiliate Fees will be initiated or available to you in accordance with such estimated timelines. NETCHEX is not responsible for any Transaction Costs or Administrative Fees charged by PartnerStack and/or Payment Providers (as those terms are defined in the PartnerStack Service Terms).

YOU HEREBY RELEASE NETCHEX FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE), JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (COLLECTIVELY, “LOSSES”), ARISING OUT OF OR RELATED TO ADMINISTRATIVE FEES, TRANSACTION COSTS, OR PAYMENT (OR PENDING PAYMENT) OF AFFILIATE FEES THAT DOES NOT MEET THE FOREGOING ESTIMATED TIMELINES. IN NO EVENT WILL NETCHEX BE LIABLE FOR: (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS OR REVENUES OR DIMIUNTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROGRAM; OR (b) ANY AMOUNT, IN THE AGGREGATE, GREATER THAN THE AFFILIATE FEES PAID AND/OR PAYABLE TO YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER ANY NETCHEX INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

D.            Taxes.

You are solely responsible for all taxes, duties, excises, and other charges imposed by any government entity, and for any and all reporting requirements related to your Affiliate Fees. NETCHEX may withhold from any amounts due to you hereunder (or, when appropriate, invoice you for) any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like that are assessed against NETCHEX at any time in connection with Affiliate Fees. Notwithstanding anything to the contrary herein, you will provide Netchex and/or PartnerStack with any and all information and/or documentation reasonably requested to comply with any tax reporting obligations of any jurisdiction.

5.              PROGRAM RULES.

A.             Legal compliance.

You agree to comply with Applicable Laws. For example, you represent and warrant that, in connection with your participation in the Program, you, the Affiliate Channel(s), and any advertising materials and/or other materials you create, author, and/or use in connection with the Program do not and will not violate any applicable federal, state, local, international, or foreign law (including any law arising under common law), statute, regulation, rule, or guideline (including any guideline created and/or enforced by a self-regulatory organization), including, without limitation, applicable data privacy laws; the CAN-SPAM Act and the Telephone Consumer Protection Act; the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, Principles of Transparency and Control to Data Used Across Devices, and Self-Regulatory Principles to the Mobile Environment (available at https://digitaladvertisingalliance.org/principles); and all applicable sanctions programs administered by, and restrictions imposed by, OFAC, in each case as may be amended or updated from time to time (collectively, “Applicable Law”). Applicable Law also includes rules and guidance issued by the U.S. Federal Trade Commission’s (“FTC”), including:

  • Guides Concerning the Use of Endorsements and Testimonials in Advertising (available at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf);
  • Guidance on Cross-Device Tracking (available at https://www.ftc.gov/system/files/documents/reports/cross-device-tracking-federal-trade-commission-staff-report-january-2017/ftc_cross-device_tracking_report_1-23-17.pdf);
  • “Dot Com Disclosures” guidelines (available at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf);
  • Endorsement Guides (available at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking);
  • Native Advertising guidelines (available at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses);
  • and any other applicable FTC guidelines that are available or become available from time to time, in each case as may be amended or updated from time to time (collectively, “FTC Guidelines”).

You will include a disclosure statement that is in compliance with all FTC Guidelines (each, a “Material Connection Disclosure Statement”) within any and all Affiliate Channels and any other content that includes your Affiliate Link. Each Material Connection Disclosure Statement will clearly and concisely state that we may compensate you in connection with your participation in the Program. You further represent and warrant that any statements you make about NETCHEX, the Program, and/or our products and services, including, without limitation, Subscriptions, will reflect your honest opinions, beliefs, and/or experiences, and will not be false, misleading, or unsupported. Each Material Connection Disclosure Statement you make will adhere to the following guidelines:

  • each Material Connection Disclosure Statement will appear as close as possible to the claim(s) to which it relates;
  • each Material Connection Disclosure Statement will be placed above the fold such that scrolling is not necessary to find the Material Connection Disclosure Statement; and
  • no Material Connection Disclosure Statement will be in the form of a pop-up.

Without limiting the generality of the foregoing, if you choose to promote Subscriptions via e-mail campaigns, you represent and warrant that you will comply with the CAN-SPAM Act of 2003, including by, among other things, providing the option to unsubscribe from future emails in all email messages and making it clear that you are the sender of the email and not acting at the direction of NETCHEX.

B.             Affiliate Channels.

Subject to your compliance with the provisions of this Agreement, you may display and share the Affiliate Link on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, “Affiliate Channels”). The maintenance and the updating of the Affiliate Channel(s) will be your sole responsibility. We have the right to monitor the Affiliate Channel(s) at any time to determine their compliance with the terms and conditions of this Agreement. We may notify you of any changes to the Affiliate Channel(s) that must be made for your participation in the Program to continue. If you do not promptly make the requested changes to the Affiliate Channel(s), we may terminate your participation in the Program, effective immediately upon written notice to you.

C.             Advertising restrictions.

We have a strict zero-tolerance policy on bidding on NETCHEX Marks or other Restricted Terms. “Restricted Terms” means the following: NETCHEX, any other NETCHEX Marks, any variations or alternative spellings of the foregoing, and/or any of the foregoing either alone or accompanied by “coupon,” “discount code,” “discount,” “promo code,” “promo,” “sale(s),” and/or “deal(s).”

You may not bid on any Restricted Terms, including any variations or alternative spellings thereof, for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network. You may not use any Restricted Terms, including any variations or alternative spellings thereof, in sequence with any other keyword. You may not use any Restricted Terms in your ad title, ad copy, or display name, or as the display URL of any Affiliate Channel. You may not use any of our trademarked terms as part of the domain or sub-domain for any Affiliate Channel. You may not direct link to the Site from any ad, nor use redirects that yield the same result. Prospective Customers must be directed to an actual page on an Affiliate Channel.

Subject to your compliance with the provisions of this Agreement, you may advertise Subscriptions on Facebook, Twitter, Instagram, YouTube, Pinterest, TikTok, and/or other social media platforms (collectively, “Social Media Platforms”). You may not post your Affiliate Link on our or on any third party’s Social Media Platforms. You may not create any Social Media Platform accounts, forums, or groups (including, without limitation, Facebook Groups) that include any of our logos or other NETCHEX Marks in the page/group/forum name and/or username. If you post your Affiliate Link or any content about NETCHEX, the Program, and/or our products and services, including, without limitation, Subscriptions, on Social Media Platforms, you will include at least one of the following the following: “Sponsored,” “Ad,” “Paid Ad,” or “Advertisement,” with or without a hashtag symbol (e.g., “#sponsored”).

If you violate these restrictions or any other provision of this Agreement, you will forfeit any and all Affiliate Fees attributable, directly or indirectly, to the violation; your Affiliate Fee balance may be set to $0 without warning; and we may terminate your participation in the Program, in our sole discretion, upon notice to you.

D.            Partner representations and warranties.

You represent and warrant that:

  • you will use your Affiliate Link without manipulation or modification of any kind;
  • you will not engage in any behaviors that are fraudulent, abusive, or harmful to NETCHEX (including, without limitation, the Site (as defined below)) and/or the Program, as determined by us in our sole discretion;
  • no Affiliate Channel will in any way copy, resemble, or mirror the look and feel of NETCHEX’s website, currently available at NETCHEX.io/ (including any successor and related sites, the “Site”), and you will not use any means to create the impression that any Affiliate Channel is the Site or any part of the Site, including by framing of the Site in any manner;
  • you will not engage in cookie stuffing or include pop-ups or false or misleading links on any Affiliate Channel, and you will not attempt to mask the referring URL information (i.e., the page from which the click is originating);
  • you will not use your Affiliate Link to purchase a Subscription (a) if you are an entity, for yourself or your parent, subsidiary, or affiliate, or (b) if you are an individual, for yourself, your employer, or any other organization to which you provide services;
  • if you are an individual, you will not send your Affiliate Link or any marketing messages in connection with the Program to any third party via SMS or text message;
  • you will not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);
  • you have express permission and all necessary rights to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of (as applicable) any and all materials (such as text, images, graphics, illustrations, logos, trademarks, and service marks) that are owned by third parties and that you use in connection with the Program and/or the Affiliate Channel(s);
  • no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will infringe on our or anyone else’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”), publicity rights, privacy rights, or other rights;
  • you will not send unsolicited bulk-emails (spam) that contain your Affiliate Link or otherwise in connection with the Program;
  • you will not display your Affiliate Link on sites and/or apps that contain or reference, and no Affiliate Channel nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program will contain or reference, nudity, pornography or other sexually explicit materials; weapons or graphic violence (including any violent video game images); alcohol, drugs, tragedy, transportation accidents, sensitive social issues, fake news, or gambling; or content that is offensive, obscene, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), that is solicitous of any unlawful or offensive behavior, or that may create a risk or threat of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal, in each case as determined by us in our sole discretion;
  • you will not offer any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that is not expressly authorized by NETCHEX in writing in advance;
  • no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personally identifiable information;
  • no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will contain software, or use technology, that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website, including, without limitation, toolbars, browser plug-ins, extensions, and add-ons; and
  • unless otherwise agreed upon in writing by NETCHEX, you will not promote any NETCHEX products or services through a sub-affiliate network.

6.              LIMITED USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION.

“Confidential Information” means any non-public information disclosed by NETCHEX to you, directly or indirectly, whether in writing, orally, or otherwise, under or in connection with this Agreement and/or the Program. You will not disclose any Confidential Information to any third party, provided that you may disclose Confidential Information to such Affiliate Representatives (if any) that are bound to you by non-use and non-disclosure obligations applicable to the Confidential Information that are at least as restrictive as those obligations set forth herein.   You will protect all Confidential Information using at least the same degree of care you would use to protect your own confidential information of like importance, but in no event less than reasonable care. You will not use Confidential Information for any purpose other than the purpose for which it was disclosed to you.

All Confidential Information is and remains the property of NETCHEX or its licensors, as applicable. Promptly upon NETCHEX’s request, you will return all documents and other materials containing, representing, and/or embodying Confidential Information, and all copies thereof, to NETCHEX, or, at NETCHEX’s option, securely destroy same and certify destruction.

Notwithstanding the foregoing, if any Confidential Information is required to be produced by Applicable Law, you will promptly notify NETCHEX of such requirement and you will cooperate with NETCHEX to obtain an appropriate protective order prior to such disclosure. In the event that NETCHEX is unable to obtain a protective order or other appropriate remedy, or if it so directs you, you will furnish only that portion of the Confidential Information that is required, and you will exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.

Unauthorized use or disclosure of Confidential Information may cause harm not compensable by damages, and, accordingly, NETCHEX may seek injunctive or other equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information from any breach or threatened breach of this Agreement.

7.              LIMITED LICENSE TO USE NETCHEX MARKS.

A.             Limited license grant.

During the term and subject to your compliance with the provisions of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right, solely in connection with your Affiliate Link, and subject to any brand guidelines made available by NETCHEX in writing (as the same may be amended or updated from time to time), to use and display only those NETCHEX marks, trademarks, service marks, trade names, trade dress, logos, graphics and icons specifically provided by NETCHEX and that are designated by us in writing for such purpose (collectively, the “NETCHEX Marks”), as well as marketing and advertising materials that we may provide to you or authorize for such purpose (collectively, the “Licensed Materials”). You may not use the Licensed Materials except as expressly authorized by this Agreement.

B.             Ownership and reservation of rights.

NETCHEX reserves all rights not expressly granted herein. You acknowledge that NETCHEX owns all License Materials, and you may not challenge NETCHEX’s ownership of and exclusive right to use the License Materials nor the validity or legal protectability of the Licensed Materials. You are entitled to use the Licensed Materials in accordance with this Agreement solely so long as, and to the extent that, you are a member in good standing of the Program, as determined by us, in our sole discretion. All uses of the Licensed Materials will be on behalf of NETCHEX and all goodwill associated therewith will inure to the sole benefit of NETCHEX. If any ownership rights in or to the Licensed Materials (or any portion thereof) vest in you, you will, and hereby do, assign to NETCHEX all of your rights, title, and interest in and to the same. You will not use your Affiliate Link or the Licensed Materials in any manner that is disparaging, misleading, or obscene, or that otherwise portrays NETCHEX in a negative light, as determined by us, in our sole discretion.

C.             Usage guidelines.

NETCHEX requires that Referral Partner use only the marketing materials available from the PartnerStack Platform. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the marketing materials or NETCHEX Marks are permitted.

Any marketing materials or visual display for the Referral Partner's products or services that use the NETCHEX Marks must (in the sole opinion of NETCHEX) be consistent with the brand attributes of the products and services offered by NETCHEX (e.g. easy-to-use, trusted, and very high quality) and must comply with our trademark usage guidelines.

NETCHEX has the right to review Referral Partner’s use of the NETCHEX Marks and marketing materials, and NETCHEX may provide input about whether said materials or displays are compliant. If marketing materials or visual displays are, in the sole opinion of NETCHEX, inconsistent with the NETCHEX requirements, NETCHEX can require that such materials be changed prior to any public distribution as set forth in the Agreement. If Referral Partner does not make the changes to its Site that NETCHEX deems necessary, NETCHEX reserves the right to terminate your participation in the Program.

You will display the appropriate ownership legend in the “legal notices” section of any materials in which NETCHEX Marks are displayed. This legend must read generally as follows: “NETCHEX is a registered mark, displayed with permission.” In advertising and promotional materials, the legend is typically placed at the bottom of the ad or layout. The legend may appear in small type but must still be legible.

8.              TERM AND TERMINATION.

We may terminate this Agreement and/or your participation in the Program in accordance with the terms hereof. You may terminate your participation in the Program, with or without cause, by giving us at least ten (10) days’ written notice. Upon any termination your participation in the Program, (a) you will immediately cease all activities in connection with the Program, (b) you will immediately cease all use of, and remove from the Affiliate Channel(s), your Affiliate Link and all materials provided by or on behalf of us to you (including all Licensed Materials (as defined below)) in connection with the Program, and (c) you will cease accruing rights to Affiliate Fees. Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program, will survive such termination.

9.              OTHER PROVISIONS.

A.             Exclusive venue and choice of law.

This Agreement will be governed by the internal substantive laws of the State of Louisiana, without respect to its conflict of laws principles. Any action to interpret or enforce this Agreement or any other dispute arising from or relating to this Agreement or NETCHEX’s products and services shall be brought exclusively in the state and federal courts of Covington, Louisiana (i.e., the Louisiana District Court located in Covington, Louisiana, or the U.S. District Court for the Eastern District of Louisiana located in New Orleans, Louisiana), and the parties hereby consent to such exclusive jurisdiction, personal jurisdiction, and venue.

B.             Disclaimer of warranties.

THE PROGRAM, YOUR AFFILIATE LINK, THE SITE, THE DASHBOARD, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. NETCHEX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN CONNECTION WITH THE FOREGOING, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SITE, DASHBOARD, OR PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NETCHEX SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF COMPENSATION AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MAY EARN OR RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM.

YOU UNDERSTAND THAT, IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH THIRD PARTIES THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. NETCHEX, ON BEHALF OF ITSELF AND THE NETCHEX INDEMNITEES, EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU OR ANY OTHER AFFILIATE OR ANY OTHER THIRD PARTY.

C.             Indemnification.

You will indemnify, hold harmless, and (at NETCHEX’s option) defend NETCHEX and its affiliates, and its and their respective directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners (collectively, “NETCHEX Indemnitees”), against any and all Losses arising out of or in connection with any third-party claim resulting from of or related to: (a) your conduct in connection with the Program and/or this Agreement, including the actions and omissions of Affiliate Representatives; (b) allegations that any content or other material you use, distribute, reproduce, modify, publish, list information regarding, edit, translate, syndicate, make derivative works of, display, or perform on the Affiliate Channel(s) or otherwise in connection with the Program and/or this Agreement infringes, misappropriates, or violates any Intellectual Property Right or right of publicity (except to the extent such content or material is unmodified Licensed Material); (c) any claim related to the Affiliate Channel(s); (d) allegations that any of the messages you send or your communications, or your participation in, or activities conducted in connection with, the Program violate any Applicable Law; (e) your failure to satisfy any debt, obligation, or liability, including your failure to pay any taxes for which you are responsible or your failure to comply with your obligations to any Affiliate Representative, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations hereunder (each, an “Indemnified Claim”). Unless NETCHEX directs otherwise in writing or elects to control the defense of any Indemnified Claim, you will assume the defense of the Indemnified Claim through counsel designated by you and reasonably acceptable to NETCHEX, and NETCHEX may, at its expense, participate in the defense of the Indemnified Claim with its own counsel. You will not settle or compromise any Indemnified Claim, nor consent to the entry of any judgment, without the prior written consent of NETCHEX. NETCHEX will reasonably cooperate with you in the defense of an Indemnified Claim, provided that you reimburse NETCHEX for its costs and expenses as they are incurred to provide such cooperation.

D.            Entire agreement and amendments.

This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, oral or written, with respect thereto. NETCHEX reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program in its sole discretion, at any time, for any reason or no reason, including by discontinuing or changing the terms applicable to the Affiliate Fees, or by merging the Program with another program. We may also attempt to notify you of such changes in other ways, including via email. Unless otherwise stated by us in writing, the amended Agreement will be effective immediately upon its posting, and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop participating in the Program.

E.             No waiver.

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or of any other term, and NETCHEX’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

F.             Assignments.

Affiliate may not assign this Agreement, nor any of its rights hereunder, without the prior written consent of NETCHEX. NETCHEX may assign this Agreement, in whole or in part, without restriction. Any purported assignment in violation of this paragraph is null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

G.            Relations of the parties; No exclusivity.

All Customers are our customers. All of our standard policies and operating procedures will apply to all Customers. We may change our policies and operating procedures at any time. The prices of our products and services, including, without limitation, of Subscriptions, and the availability thereof, may vary from time to time.

You are an independent contractor of NETCHEX, and this Agreement will not be construed to create any association, partnership, joint venture, employer-employee, fiduciary or agency relationship between Affiliate and NETCHEX for any purpose. Affiliate has no authority (and will not hold itself out as having authority) to bind NETCHEX, and Affiliate will not make any agreements or representations, nor accept any offers, on NETCHEX’s behalf without NETCHEX’s prior written consent. Without limiting the generality of the foregoing, neither Affiliate nor any Affiliate Representative will be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by NETCHEX to its employees, and NETCHEX will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf. Affiliate will be responsible for, and will indemnify NETCHEX for, from, and against, all such taxes or contributions, including penalties and interest. Affiliate will be fully responsible for the Affiliate Representatives (if any) and will indemnify NETCHEX against any claims made by or on behalf of any Affiliate Representatives.

Our relationship is not exclusive. This Agreement will not be construed to be a commitment by NETCHEX to collaborate exclusively with you with respect to any business activities. You acknowledge that we may, at any time, admit others into the Program. You have independently evaluated the desirability of participating in the Program, and you are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement. This Agreement will in no way limit our right to sell any products and services, including, without limitation, Subscriptions, directly or indirectly, to any current or prospective customers.

This Agreement benefits solely the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

H.            Severability.

If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

I.               Notices.

Referral Partner must send all written notices that are permitted or required under this Agreement, including notification of termination, by sending email correspondence to partners@netchexonline.com with a copy to contracts@netchexonline.com.