Neto Partner Program Terms
A Neto Partner is any entity that has agreed to the terms of the Partner Program herein to work with Neto to promote the Platform by referring clients to it.
A referral shall mean any unique user that has registered for a paid Neto account introduced by The Neto Partner that actively promoted the Platform. A Referral cannot be a store opened and/or owned by a Neto Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.
A lifetime commission of 20% of all Neto license fees (ex GST), will be paid to the Neto partner for every referral. “Lifetime” refers to the period of time the store is in existence, and/or the period of time the Neto Partner has a partner relationship with the store, and/or the period of time the Neto Partner has an active partner account and meets the requirements of the clause below.
Commission payments due to the Partner will be calculated by Neto once per month upon receipt of payment from the client, for each month that the Referred Web store is active, provided that the Partner has carried out at least one (1) Revenue Generating Activity in the immediately preceding 12-month period. A “Revenue Generating Activity” refers to a partner referring a new customer to Neto that has taken up a paid subscription.
No commission will be paid on any new partner referred to the ‘Neto Partner Program’ by the partner listed above or any clients the new partner refers. No commission will be paid for additional services offered to the client including but not limited to professional services, email marketing, website design and custom programming.
Commissions will be paid monthly at the start of each month. Commissions will be paid into the partners nominated bank account.
Neto may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Neto Partner. Fraudulent or other unacceptable behaviour as defined by Neto can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the Neto Partner. The Neto Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to Neto.
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.
Disclaimer of Warranty
NETO MAKES NO WARRANTIES HEREUNDER, AND NETO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NETO FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, AUSTRALIA. THE NETO PARTNER UNDERSTANDS AND AGREES THAT THE PLATFORM MAY NOT SATISFY ALL OF THE REFERRALS REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
NETO SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF NETO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, NETO’S LIABILITY TO THE NETO PARTNER UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO PARTNER BY NETO DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
Neto Partner Indemnification
The Neto Partner agrees to indemnify, defend and hold harmless Neto and any Neto Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) The Neto Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) The Neto Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Neto and Neto Related Entities granted by The Neto Partner to any Lead, Prospective partner or other third party.
Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide The Neto Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that The Neto Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. The Neto Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Neto’s prior written consent, to be given or withheld in Neto’s sole discretion.
This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Queensland, Australia. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the State of Queensland, Australia, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
By marking the “I have read and agree to the terms and conditions” checkbox on the signup form, The Neto Partner hereby fully agrees with all terms and provisions.