Terms & Conditions

NXXUP ENT AFFILIATE AGREEMENT
To participate in the NXXUP ENT Affiliate program, you must agree to the following:
This Affiliate Agreement (the “Agreement”) contains the complete terms and conditions between
NXXUP ENT, and You, regarding your application to participate as an affiliate of NXXUP ENT (“Affiliate”), and
the establishment of links from your website to our websites, Nxxup.com and its sub domains and
services.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE NXXUP ENT AFFILIATE
PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS.

  1. NXXUP ENT’s Affiliate Agreement Definitions
    1.1. “We”, “Our”, “Us”, “NXXUP ENT” means NXXUP ENT International Ltd. and its affiliates.
    1.2. “You”, “Your” and “Affiliate(s)” means the business, individual or entity applying for
    participation in the NXXUP ENT Affiliate Program, or that displays Our products, services and/or
    promotions on its website and/or through offline representation through the affiliate
    tracking code in exchange for receiving remuneration from NXXUP ENT for sales resulting from
    such display.
    1.3. “Affiliate Program” means NXXUP ENT’s Affiliate program available on our website at:
    https://Nxxup.com/affiliates/
    1.4. “Affiliate Site” means the Affiliate’s Internet site which displays NXXUP ENT services and/or
    promotions.
    1.5. “Canceled Purchase” means any purchase refunded, canceled, suspended or subject to
    chargeback.
    1.6. “Commission Fees” or “Commissions” – Under the Affiliate Program, subject to the terms
    hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred User
    that you directly referred to NXXUP ENT under and in accordance with this Agreement.
    1.7. “NXXUP ENT Marks” means, without limitation, NXXUP ENT’s trademarks, trade names, logos,
    copyrights, service marks, corporate names, and any other distinctive name or brand
    related to NXXUP ENT, whether registered or not.
    1.8. “NXXUP ENT Sites” means http://www.Nxxup.com , their sub domains and/or any other
    website as may be added by NXXUP ENT, at its sole discretion from time to time.
    1.9. “Fraudulent Traffic” – means any deposits or traffic generated at the Affiliate Site through
    illegal means or in bad faith to defraud NXXUP ENT, regardless of whether or not it actually
    causes harm to NXXUP ENT. Fraudulent Traffic includes but is not limited to spam, false
    advertising, deposits generated by stolen credit cards, collusion, manipulation of the
    services, system, bonuses or promotions not approved by NXXUP ENT, offers to share the
    Affiliate Fee, directly or indirectly, with user and any other unauthorized use of any third
    party accounts, copyrights or trademarks.
    1.10. “Intellectual Property Rights” or “IPR” means without limitation copyrights, trademark
    rights, patent rights, trade secrets, moral rights, right of publicity, author’s right, contract
    and licensing rights, goodwill and all other intellectual property rights as may exist now/or
    hereafter come into existence and all renewals and extensions thereof, regardless such
    rights arise under the laws of the state of Israel or any other state, court and jurisdiction.
    1.11. “Prohibited Activity” means any activity that involves, facilitates, advocates or promotes
    one or more of the following: (a) discrimination on the basis of race, ethnicity, gender,
    religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory,
    obscene, pornographic, sexually explicit or abusive activities; (c) gambling or illegal
    substances; (d) sedition or illegal activities; (e) false or misleading advertising; or (e) a
    conflict or violation of any law, rule, regulation or any intellectual property or other rights
    of any person, party or entity.
    1.12. “Qualified Purchase” means a purchase made by a Referred User of either a NXXUP ENT Gig, an
    online course on the Learn from NXXUP ENT platform and/or any paid AND CO subscription,
    provided that such purchase meets the criteria set forth in Section 4 hereof. Any purchase
    refunded, canceled, suspended or subject to chargeback will not be qualified as a Qualified
    Purchase, and shall be referred to as “Canceled Purchase”.
    1.13. “Referred User” or “Referral” means each new and unique User referred directly from Affiliate through
    a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria
    set forth in Section 4 hereof, who has opened an account on the NXXUP ENT Site and/or
    purchased a paid AND CO subscription (Pro).
    1.14. “Registration Form” means any and all order forms for enrollment, registration forms, or
    other signup or acceptance forms (whether online, paper, fax, or otherwise) submitted by
    You in order to enroll into NXXUP ENT’s Affiliate Program, or, as applicable, the Referred User to
    make a Qualified Purchase.
    1.15. “Sponsored Link” or “Affiliate Link” means a link offered, created, or displayed for a fee or any commercial
    arrangement by any internet search engine, portal, sponsored advertising service or other
    search or referral service which uses search terms or key words to identify, draw attention
    to or direct internet traffic to an internet site.
    1.16. “Term” means the term of this Agreement as detailed in Section 12 herein.
    1.17. “Terms of Service” means NXXUP ENT’s terms of service applicable to all users, as amended
    from time to time, available at https://www.Nxxup.com/terms_of_service.
    1.18. “Tracking System” means NXXUP ENT unique and specific tracking mechanism that will allow
    Affiliate to track the traffic and users which arrive via the Affiliate Activity (including but
    not limited to the Affiliate Site).
  2. Requirements:
    2.1 Enrollment in the NXXUP ENT Affiliate Network
    To begin the enrollment process, you must submit a completed Affiliate Registration Form.
    The Registration Form can be found at https://Nxxup.com/affiliate-area/?affiliates-dashboard-section=registration. NXXUP ENT has sole
    discretion whether to approve or reject your enrollment to the NXXUP ENT Affiliate Program.
    If We agree to enroll You to Our Affiliate Program, at Our sole discretion, We will make
    available to You a variety of graphic and textual links (including, among other, links for
    referring other affiliates, each of these links sometimes being referred to herein as “Links”
    or, individually, a “Link”), which are subject to the terms and conditions hereof. The Links
    will serve to identify Your site as a member of the NXXUP ENT Affiliate Program and will establish
    a Link from Your site or e-mail to Ours. In utilizing the Links, You agree that You will
    cooperate with Us in full in order to establish and maintain such Links.
    You also agree that You will display on Your site only those graphic or textual images
    (indicating a Link) provided by Us or text messages expressly approved in advance and in
    writing by NXXUP ENT. All Affiliate Sites shall display such graphic and/or textual images
    prominently in relevant sections of their site. Furthermore, you agree not to use cookie
    stuffing techniques that set the affiliate tracking cookie without the Referred User’s
    knowledge. Any information regarding NXXUP ENT and its associated brands that is going to be
    displayed on Your Site must be provided by Us and expressly approved by Us in writing in
    advance of any display.
    2.2 All Links may be modified and/or expanded from time to time throughout the term of this
    Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed
    to post any refunds, credits or discounts, or other content concerning NXXUP ENT, unless We
    have given You prior written permission in each instance. Affiliates may only use coupons
    and discounts that are provided exclusively through the Affiliate Program using banners
    and links provided by Us. Any violations of the terms surrounding links, coupons, refunds,
    credits or discounts shall constitute a material breach of this Agreement, and may result
    in Us terminating your eligibility to be an Affiliate of NXXUP ENT and disqualifying you from the
    Affiliate program and/or withholding of Your Commissions.
  3. Order Processing
    We will process orders placed by Referred Users who followed the Links from your Site to
    the NXXUP ENT sites. We reserve the right, at our sole discretion, to reject orders that do not
    comply with all requirements under this Agreement and our Terms of Service. All aspects
    of order processing and fulfillment, including NXXUP ENT service, cancellation, processing,
    refunds and payment processing will be Our responsibility. We will track the Qualified
    Purchases generated by Your Site and will make this information available to you through
    our affiliate website. To permit accurate tracking, reporting, and Commission accrual, you
    must ensure that the Links between your Site and our website are properly formatted.
  4. Commission Determination
    4.1 Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase
    by a Referred User that you refer to NXXUP ENT in accordance with the terms of this Agreement.
    Each Referred User and each Qualified Purchase must meet the following criteria (the
    “Criteria”):
    4.1.1 Each Referred User must be a new and unique visitor to NXXUP ENT as
    applicable.
    4.1.2 Each affiliate must register by completing and submitting the Registration Form
    using a valid and unique account and billing information.
    4.1.3 Commission shall not be paid to the Affiliate for a Referred User that was already
    tracked through NXXUP ENT’s tracking system prior to visiting through the Affiliate.
    4.1.4 Each Referred User must make a Qualified Purchase, and provide a valid payment
    for the purchased NXXUP ENT services. To generate a Commission Fee for You, each
    Referred User must be an active, qualified User of NXXUP ENT and/or AND CO and must
    be up-to-date in all payments at the time the Commission Fees are processed, and
    not have been subject to a refund, credit, cancellation, suspension or chargeback
    (these purchases shall be deducted from the Commission Fee as further detailed
    in Section 4.2.1 below).
    4.1.5 Each Referred User must sign up in a manner, which in Our sole judgment,
    definitively establishes that the Referred User was referred for the first time
    directly from You to NXXUP ENT under this Agreement based on our Tracking System.
    4.1.6 Each Referred User must remain in compliance with our Terms and Service, and all
    applicable policies and guidelines of NXXUP ENT that are applicable at the time the
    Commission Fees are processed.
    4.1.7 Commission Fees may not be paid for the Qualified Purchase if the Referred User
    received a refund or credit from the Affiliate.
    4.1.8 NXXUP ENT reserves the right to withhold initial Commission Fees for Affiliates who are
    new to the Affiliate program, or who have commissions that are potentially
    fraudulent as determined by NXXUP ENT in its sole discretion, in order to determine the
    legitimacy and cancellation rates of Referred Users.
    4.1.9 NXXUP ENT reserves the right to suspend payment of Commission Fees at any time and
    indefinitely, if it suspects fraud or Fraudulent Traffic, improper activity or a
    potential breach of any of the terms in this Agreement by the Affiliate or a Referred
    User(s). NXXUP ENT reserves the right to deduct from Affiliate’s current and future
    Commission Fees any and all Commission Fees corresponding to any fraudulent,
    questionable, and cancelled NXXUP ENT / And CO purchases. Where no subsequent
    Commission Fee is due and owing, NXXUP ENT will send Affiliate a bill for the balance of
    such Commission set off upon termination of the Affiliate Program or termination
    of the Referred User.
    4.1.10 NXXUP ENT, in its sole discretion, reserves the right to withhold indefinitely any
    Commission Fee, and/or to reverse, deny or reject any Commission Fee, and/or to
    deny or reject any Affiliate account, and/or terminate this Agreement
    immediately, for:
    (i) Any account/sale which has not been in an approved status in good standing
    as an account of NXXUP ENT or And Co (as applicable) for a period of at least thirty
    (30) days.
    (ii) All commissions generated for accounts that may be subject to Fraudulent
    Traffic.
    (iii) Any orders deemed to be fraudulent or for which We see a pattern of
    potentially fraudulent activity, including, without limitation, where there are
    multiple accounts from the same User, or referral of accounts which do not
    comply with this Agreement.
    (iv) Altering Our Links in any way.
    (v) Affiliates whom we believe may be artificially submitting Referred Users or
    charging double commissions, using false advertising, using marketing
    practices that we deem to be unethical or likely to attract fraudulent signups
    and/or signups with a very low likelihood of renewal.
    (vi) Any direct referral to NXXUP ENT Site, or the use of “NXXUP ENT” as a key-word in search
    engines, including, without limitations, Google, Bing, Yahoo etc.
    (vii) Any use of misleading sites, or accounts in social media.
    4.2 Commission Fee Accrual and Payments
    4.2.1 Subject to the terms of this Agreement, We will pay a Commission Fee equal to the
    specified percentage or dollar amount in accordance with the Commission Plan with
    respect to Qualified Purchases, less any Canceled Purchases. Commission Fees will be paid out the week of the 15th of every month.
    4.2.2 As of January 2020, Affiliate Fees may be paid in non-USD currencies as may be
    determined by NXXUP ENT, in accordance with NXXUP ENT’s policy and subject to applicable law.
    Charges for wires or conversion fees may be deducted from the Affiliate Fee in
    accordance with NXXUP ENT’s policy. Please note that Your Affiliate Commission balance is
    always derived from its USD value and, therefore, the foreign currency payment
    amount may change in accordance with the applicable exchange rates at the time of
    payment. Exchange rates are defined by: https://openexchangerates.org/.
    4.2.4 Commission Plan
    The NXXUP ENT Affiliates program offers Commissions for every Qualified Purchase, as described in the
    Commission Plan, available at: https://affiliates.Nxxup.com/commission-plan/ (the “Commission
    Plan”).
    NXXUP ENT reserves the right to change the Commission Plan at any time and/or agree on special
    commission rates with certain Affiliates individually.
    4.3.1 Payment Forms/Types
    4.3.1.1 Commission Fees shall be paid based on the current information in Your
    Affiliate profile. It is your responsibility to notify us promptly of any change
    in your address by updating Your profile information.
    4.3.1.2 Payment shall be made within 30 days of the end of the applicable
    calendar months for Commission due for such month.
  5. Disputes: Affiliate has access to NXXUP ENT’s real-time Affiliate Program statistics and activity
    and specifically agrees to file any tracking or commission disputes as well as any other
    disputes and discrepancies within 10 days after the end of the month in which the sale or
    event that is disputed occurred. Disputes filed after more than 10 days of the date on
    which the Qualified Purchase occurred will not be accepted by NXXUP ENT and Affiliate forfeits
    forever any rights to a potential claim.
  6. Taxes Address Changes
    6.1 It is Your responsibility to provide NXXUP ENT with accurate tax and payment information
    that is necessary to issue a Commission Fee to You.
    6.2 You are responsible for the payment of all applicable taxes related to the commissions
    you receive under this Agreement.
    6.3 You are responsible for informing NXXUP ENT of changes to postal and e-mail addresses, as
    well as any changes to your name, email address, contact information, tax
    identification number, or other personal information that will impact NXXUP ENT’s ability
    to issue a valid Commission payment.
  7. Referred–Affiliates
    Subject to the NXXUP ENT’s acceptance, Affiliate may refer third parties that were not already
    registered as NXXUP ENT affiliates (each, a “Referred Affiliate”) by using a dedicated link
    provided by NXXUP ENT for this purpose (the “Sub Affiliate Link”).
  8. Obligations Regarding Your Site
    You will be solely responsible for the development, operation, and maintenance of Your
    site and for all materials that appear on Your site. Such responsibilities include, but are not
    limited to, the technical operation of Your site and all related equipment; content,
    descriptions, and references on Your site and linking those descriptions to Our website;
    the accuracy and propriety of materials posted on Your site (including, but not limited to,
    all materials related to NXXUP ENT); ensuring that materials posted on Your site do not
    violate or infringe upon the rights of any third party and are not libelous or otherwise
    illegal. We disclaim all liability and responsibility for such matters and You shall indemnify
    Us for any and all claims, losses, suits, demands liabilities, costs or expenses howsoever
    arising due to any misappropriation, infringement of a third party right or violation of any
    of your undertaking or warranties set forth in this Section 7.
    You further represent, warrant, covenant and agree that You will not use the NXXUP ENT
    or Our website to engage in or promote any Prohibited Activity and undertake to comply
    will all state and federal laws, rules and regulation applicable to the operation of Your
    business.
  9. NXXUP ENT Responsibilities
    We will be responsible for providing all information necessary to allow You to make
    appropriate Links from Your site to Our site. NXXUP ENT will be solely responsible for order
    processing of orders/Qualified Purchases placed by a Referred User following a Link from
    Your site, including but not limited to payment processing, cancellations, refunds and
    related NXXUP ENT service. NXXUP ENT shall also be responsible for tracking the volume and amount
    of Qualified Purchases generated by Your site, and for providing information to Affiliates
    regarding Qualified Purchases statistics.
  10. Policies and Pricing
    Referred Users who purchase NXXUP ENT through the Affiliate Network will be deemed to
    be Our Users. Accordingly, all of Our rules, policies, and operating procedures concerning
    NXXUP ENT orders, NXXUP ENT service, and NXXUP ENT sales will apply to those Users.
  11. E-mails and Publicity
    11.1 You shall not create, publish, transmit or distribute, under any circumstances, any
    bulk electronic mail messages (also known as “SPAM”). Any email communication
    sent will be coordinated in writing with NXXUP ENT including dates and amounts of emails
    to be sent. NXXUP ENT, in its sole discretion, reserves the right to reject each and every
    electronic mailing suggestion. The content of any e-mail message shall be subject to
    Section 11 below. Additionally, You may only send e-mails containing a NXXUP ENT
    Affiliate link and or a message regarding NXXUP ENT or NXXUP ENT’s Affiliate Program to
    person(s) who have been previously contacted and whom consented to receipt of
    e-mails from containing NXXUP ENT information or information about the NXXUP ENT Affiliate
    program. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-
    Spam Policy, in any manner, will be deemed a material breach of this Agreement by
    You and foreclose any and all rights you may have to any commissions. In addition,
    if your account has excessive clicks in a very short period of time as determined by
    NXXUP ENT in its sole discretion, the Affiliate relationship may be terminated.
    11.2 Compliance with the FTC’s Endorsement Guidelines: In all public postings and
    advertising materials related to the NXXUP ENT Sites and/or the Link (including the Sub
    Affiliate Link), you will comply with the Federal Trade Commission’s Revised
    Endorsement and Testimonial Guides, which can be found here:
    https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-finalguides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
    In this regard, you commit, without derogating from any other guideline, to disclose
    your relationship with NXXUP ENT clearly and conspicuously on your Affiliate Site and
    maintain such disclosure visible near the Link, wherever it is published.
  12. Licenses and Use of the NXXUP ENT Marks.
    12.1 Subject to the limitations set forth in Section 2 above and otherwise in this
    Agreement, we grant you a non-exclusive, non-transferable, revocable limited
    license to (i) access the NXXUP ENT Site through the Links solely in accordance with the
    terms of this Agreement; and (ii) solely in connection with such Links, to use the
    NXXUP ENT Marks (but only in the form(s) that they are provided by Us), for the sole
    purpose of promoting NXXUP ENT and/or NXXUP ENT Site, and as approved in advance by
    Us. You may not alter, modify, or change the NXXUP ENT Marks in any way.
    12.2 You shall not make any specific use of any NXXUP ENT Marks for purposes other than
    promoting NXXUP ENT and/or NXXUP ENT Site, without first submitting a sample to Us and
    obtaining the express prior written consent of Your NXXUP ENT account executive, which
    consent shall not be unreasonably withheld. You agree not to use the NXXUP ENT Marks
    in any manner that is disparaging or that otherwise portrays NXXUP ENT, any hosted
    member of NXXUP ENT or any NXXUP ENT employee or representative in a negative light. We
    reserve all of Our rights in the NXXUP ENT Marks and of Our other proprietary rights. We
    may revoke Your license at any time, by giving You written notice. If not revoked,
    this license shall terminate upon expiration or termination of this Agreement.
    12.3 You grant to Us a non-exclusive, royalty free, worldwide license to utilize Your
    names, titles, and logos, as the same may be amended from time to time (the
    “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner
    Our rights hereunder; provided, however, that We shall not be required to so
    advertise, market, promote, or publicize the Affiliate Trademarks. This license shall
    terminate upon the expiration or termination of this Agreement.
  13. Term and Termination
    13.1 The Term of this Agreement will commence upon Our acceptance of Your
    application to enroll to our Affiliate Program and acceptance of Your Registration
    Form and will end when terminated by either party. Notwithstanding section 4.1.10
    above, either You or NXXUP ENT may terminate this Agreement at any time, with or
    without cause, upon a 14 days’ prior written notice. You are only eligible to earn
    Commission Fees on Qualified Purchases occurring during the Term, and
    Commission Fees earned through the date of termination will remain payable only
    if the orders for the related NXXUP ENT are not cancelled and comply with all Terms
    stipulated in this Agreement. We may withhold Your final payment of Commission
    Fees for a reasonable time to ensure that all Qualified Purchases are valid and
    payment from Referred Users are legitimate as determined by NXXUP ENT in its sole
    discretion.
    13.2 Any Affiliate who violates either this Agreement or NXXUP ENT’s Terms of Service will
    immediately forfeit any right to any and all accrued Commissions Fees and will be
    removed from the NXXUP ENT Affiliate Program.
    13.3 NXXUP ENT reserves the right to remove an Affiliate from the Affiliate Program, and to
    terminate or suspend this Agreement, at any time for any reason, in NXXUP ENT’s sole
    discretion.
    13.4 Without limitation, Affiliate’s participation in the Program, and this Agreement, shall
    be deemed automatically terminated and all commissions forfeited upon Affiliate’s
    violation of any of the terms of this Agreement, NXXUP ENT’s Terms of Service or of any
    applicable law or regulation.
  14. Modification
    We may modify any of the terms and conditions contained in this Agreement at any time
    in Our sole discretion. Such modifications shall take effect when posted on Our site. NXXUP ENT,
    in its sole discretion, reserves the right to notify You by e-mail and further reserves the
    right to withhold notification of any changes made to this Agreement.
  15. Disclaimers
    15.1 NXXUP ENT makes no express or implied warranties or representations with respect to
    the Affiliate Program, the NXXUP ENT Site or any NXXUP ENT sold through the Affiliate
    Program (including, without limitation, WARRANTIES OF FITNESS,
    MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING
    OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We
    make no representation that the operation of the NXXUP ENT Site will be uninterrupted
    or error free, and We will not be liable for the consequences of any interruptions
    or errors, including the tracking of information about Referred Users during the
    period of interruption. YOU USE OUR SITE, THE PROGRAM AND OUR SERVICES AT
    YOUR SOLE RISK AND AT YOUR OWN FREE WILL. NXXUP ENT’S CONTENT IS BASED ON
    USER GENERATED CONTENT AND NXXUP ENT MAKES NO REPRESENTATIONS AS TO
    ANY OF THE INFORMATION FOUND ON THE NXXUP ENT SITE. THE AFFILIATE PROGRAM
    AND OUR , AS WELL AS ALL MATERIALS ON NXXUP ENT’S SITE ARE PROVIDED ON
    AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. WE
    DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS,
    AND PERFORMANCE OF THE NXXUP ENT SITES AND/OR SERVICES.
    15.2 YOU ACKNOWLEDGE THAT NXXUP ENT IS NOT LIABLE FOR THE DEFAMATORY,
    OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF
    THE PROGRAM, OUR SERVICE OR THE NXXUP ENT SITE AND THAT THE RISK OF INJURY
    FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NXXUP ENT MAKES NO WARRANTY
    AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY,
    CONSISTENCY OR SECURITY OF THE NXXUP ENT SITE AND THE NXXUP ENT . WE ARE
    NOT RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR
    ENROLLMENT TO THE AFFILAITE PROGRAM, OR USE OF THE NXXUP ENT SITE OR ANY
    SERVICE PROVIDED THEREIN.
    15.3 Should the materials or services provided prove defective and/or cause any
    damage to equipment or any loss or inconvenience to the Affiliate or anyone
    claiming through the Affiliate, the Affiliate assumes the entire cost and liability for
    such damage or loss.
  16. Limitation of Liability
    NXXUP ENT, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
    REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE
    LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
    DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH
    THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NXXUP ENT ITS SUBSIDIARIES AND ANY OF
    THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL
    NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME
    AND/OR THE AVAILABILITY OF THE NXXUP ENT SITE OR THE AFFILIATE PROGRAM AND/OR ANY
    OTHER THRID PARTY DOWN TIME.
    NXXUP ENT’S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND
    THE AFFILIATE PROGRAM WILL NOT EXCEED IN ANY EVENT THE TOTAL COMMISSION FEES
    PAID TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY
    PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  17. Relationship of the Parties
    You and NXXUP ENT are independent contractors, and nothing in this Agreement will create any
    partnership, joint venture, agency, franchise, 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 reasonably would contradict anything in this Section.
  18. Representations and Warranties
    You hereby undertake, represent and warrant to us as follows:
    (i) This Agreement has been duly and validly executed and accepted by You and
    constitutes Your legal, valid, and binding obligation, enforceable against You in
    accordance with its terms.
    (ii) The execution and performance by You of this Agreement and the consummation
    by You of the transactions contemplated hereby will not, with or without the
    giving of notice, the lapse of time, or both, conflict with or violate (i) any provision
    of law, rule, or regulation to which You are subject, (ii) any order, judgment, or
    decree applicable to You or binding upon Your assets or properties, (iii) any
    provision of Your by-laws or certificate of incorporation, or (iv) any agreement or
    other instrument applicable to You or binding upon Your assets or properties.
    (iii) You are the sole and exclusive owner of the Affiliate Trademarks and have the right
    and power to grant to Us the license to use Your trademarks in the manner
    contemplated herein, and such grant does not and will not (i) breach, conflict with,
    or constitute a default under any agreement or other instrument applicable to You
    or binding upon Your assets or properties, or (ii) infringe upon any trademark,
    trade name, service mark, copyright, or other proprietary right of any other person
    or entity.
    (iv) No consent, approval, or authorization of, or exemption by, or filing with, any
    governmental authority or any third party is required to be obtained or made by
    You in connection with the execution, delivery, and performance of this
    Agreement or the taking by You of any other action contemplated hereby.
    (v) There is no pending or, to the best of Your knowledge, threatened claim, action,
    or proceeding against You, or any Affiliate of Yours, with respect to the execution,
    delivery, or consummation of this Agreement, or with respect to Your trademarks,
    and, to the best of Your knowledge, there is no basis for any such claim, action, or
    proceeding.
    (vi) During the term of the Agreement, You will not include in Your site content that
    is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing,
    racially, ethically, or otherwise objectionable or are in violation of Our Terms of
    Service or Acceptable Use Policy.
    (vii) You are at least eighteen (18) years of age.
    (viii) You are not engaged in any Prohibited Activity.
    (ix) Each Referred User and each Qualifying Purchase referred or submitted by You to
    Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for
    generating a Commission Fee as provided in this Agreement.
    (x) You shall not use, procure, bid on or otherwise arrange for a sponsored Link which
    uses or includes any of the NXXUP ENT Marks.
    (xi) You undertake, directly and in any indirect manner, not to register, procure or use
    any Internet domain name that includes any of the NXXUP ENT Marks or any variations
    or names similar to any of the NXXUP ENT Marks.
  19. Indemnification
    You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates,
    and their directors, officers, employees, agents, shareholders, partners, members, and
    other owners, against any and all claims, actions, demands, liabilities, losses, damages,
    judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or
    all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions
    in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate
    Trademarks infringes on any trademark, trade name, service mark, copyright, license,
    intellectual property, or other proprietary right of any third party, (ii) any
    misrepresentation of a representation or warranty or breach of a covenant and agreement
    made by You herein, (iii) any claim related to Your site, including, without limitation, its
    development, operation, maintenance and content therein not attributable to Us or (iv)
    Affiliate engaging in any Prohibited Activity.
  20. Confidentiality
    Each of the parties here to agrees that all information including, without limitation, the
    terms of this Agreement, business and financial information, NXXUP ENT and vendor lists, and
    pricing and sales information, shall remain strictly confidential and shall not be utilized for
    any purpose outside the terms of this Agreement except and solely to the extent that any
    such information is (a) already lawfully known to or independently developed by the
    receiving party, (b) disclosed in published materials, (c) generally known to the public, or
    (d) lawfully obtained from any third party any obligation of confidentiality to the discloser
    hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the
    copy of any such information (a) to any person pursuant to a valid subpoena or order
    issued by any court or administrative agency of competent jurisdiction, (b) to its
    accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as
    required by applicable law, rule, regulation, or legal process including, without limitation,
    the Securities Exchange Act of 1933, as amended, and the rules and regulations
    promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the
    rules and regulations promulgated thereunder.
  21. Independent Investigation
    Your application submission acknowledges that you have read this agreement and agree
    to be bound by all its terms and conditions. You understand that we may at any time
    (directly or indirectly) solicit NXXUP ENT relationships on terms that may differ from those
    contained in this agreement. we may also solicit NXXUP ENT relationships with entities that
    operate websites that are similar to or compete with your website. You have
    independently evaluated the desirability of participating in the NXXUP ENT Affiliate Program and
    are not relying on any representation, guarantee, or statement other than as set forth in
    this agreement.
  22. Governing Law
    The laws of the State of Israel will govern this Agreement, without reference to rules
    governing choice of laws. Any action relating to this Agreement must be brought in the
    courts located in Tel Aviv and You irrevocably consent to the jurisdiction of such courts.
    You may not assign this Agreement, by operation of law or otherwise, without Our prior
    written consent. Subject to that restriction, this Agreement will be binding on, inure to the
    benefit of, and be enforceable against the parties and their respective successors and
    assigns. Our failure to enforce Your strict performance of any provision of this Agreement
    will not constitute a waiver of Our right to subsequently enforce such a provision or any
    other provision of this Agreement.
    I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER
    THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM
    SIGNUP FORM.