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
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.
- 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
1.3. “Affiliate Program” means NXXUP ENT’s Affiliate program available on our website at:
1.4. “Affiliate Site” means the Affiliate’s Internet site which displays NXXUP ENT services and/or
1.5. “Canceled Purchase” means any purchase refunded, canceled, suspended or subject to
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).
2.1 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.
- 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.
- 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
4.1.1 Each Referred User must be a new and unique visitor to NXXUP ENT as
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
(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
(ii) All commissions generated for accounts that may be subject to Fraudulent
(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
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
188.8.131.52 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.
184.108.40.206 Payment shall be made within 30 days of the end of the applicable
calendar months for Commission due for such month.
- 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.
- 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.
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”).
- 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
- 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.
- 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.
- 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:
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.
- 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.
- 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
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
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.
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.
15.1 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.
- 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.
- 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.
- 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
(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
(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.
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.
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.
- 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
- 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