Policy & Agreement
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| Webcc Premier Partner Agreement |
| Last Modified: 1st July, 2008 |
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| This WEBCC Premier Partner Program Agreement (the "Agreement") is made and entered by and between Web Commerce Communications Limited ("WEBCC") and Premier Partner. WEBCC and Premier Partner may also be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. WHEREAS, WEBCC operates the Program, which allows authorized participants to promote and market certain WEBCC products and services. WHEREAS, Premier Partner desires to participate in the Program, pursuant to the terms and conditions set forth in this Agreement, and each Products and Services Order(s) as defined below. |
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1 |
DEFINITIONS |
1.1 |
"Premier
Partner Site(s)"
means any Internet website(s)
owned, controlled or used
by Premier Partner which
offers WEBCC product and
services to its customers
which Premier Partner
shall have to fulfill
its obligations under
this Agreement and all
Products and Services
Order(s). |
1.2 |
Intellectual
Property Rights"
means all rights held
by WEBCC in the software
and technology, including
without limitation, patents
whether filed or unfiled,
copyrights, authors' rights,
trademarks, service marks,
trade names, know-how
and trade secrets, irrespective
of whether such rights
arise under U.S. or international
intellectual property,
unfair competition or
trade secret laws, treaties
or conventions. |
1.3 |
"Products
and Services Order(s)"
means any valid products
and services order issued
pursuant to this Agreement,
the terms of which shall
set forth any additional
rights and obligations
of the parties hereto.
No products and services
order shall be valid unless
it is fully executed by
both WEBCC and Premier
Partner. |
1.4 |
WEBCC
Marks" means those
registered or un-registered
trademarks, service marks,
and logos that are provided
to Premier Partner for
the limited purpose of
promoting WEBCC Products
and Services. |
1.5 |
WEBCC
Products and Services"
means WEBCC products and
services to be distributed
by Premier Partner under
this Agreement as detailed
in Products and Services
Orders issued hereunder. |
1.6 |
"WEBCC
Web Site" means the
proprietary Internet sites
owned or operated by WEBCC,
including but not limited
to the following websites
presently located at the
URLs www.web.cc and www.webnic.cc
which WEBCC products and
services are offered. |
1.7 |
"Premier
Partner Content"
means all artwork, graphics,
icons, trademarks, trade
names, service marks,
logos and other content
contained in the Premier
Partner Site(s). |
2 |
PREMIER
PARTNER'S RIGHTS AND OBLIGATIONS. |
2.1 |
Premier
Partner agrees to market,
sell, distribute and use
WEBCC's Products and Services
as set forth in the Products
and Services Order(s)
issued hereunder. Premier
Partner shall comply with
all the terms and conditions
of each Products and Services
Order, including without
limitation all terms of
payment, billing, invoicing,
fulfillment, and customer
support, in the manner
set forth therein. |
2.2 |
Premier
Partner shall promote
WEBCC Products and Services
by prominently displaying
on each Premier Partner
Site the WEBCC Marks.
In the event that WEBCC
changes, replaces or otherwise
modifies any specific
WEBCC Mark provided to
Premier Partner, Premier
Partner shall replace
such mark with the new
mark provided within ten
(10) days of receipt of
same. |
2.3 |
Except
for its use of the WEBCC
Marks as provided herein,
Premier Partner shall
not refer to WEBCC or
any offer, product or
service of WEBCC on any
Premier Partner Site,
in any manner, without
obtaining WEBCC's prior
written consent to the
content of any such reference.
Premier Partner will not
make any representations
or warranties about the
WEBCC Web Site or the
WEBCC Products and Services
that WEBCC has not first
approved in writing. |
2.4 |
Premier
Partner will be solely
responsible for the development,
operation and maintenance
of each of Premier Partner
Site and for all materials
that appear on that Site.
Such responsibilities
include, but are not limited
to, the technical operation
of Premier Partner Site
and all related equipment;
the accuracy and propriety
of materials posted on
Premier Partner's Site;
and ensuring that materials
posted on Premier Partner's
Site do not violate or
infringe upon the rights
of any third party and
are not libelous or otherwise
illegal. WEBCC disclaims
all liability for all
such matters. WEBCC reserves
the right to conclude
that Premier Partner's
Site is unsuitable in
accordance with WEBCC's
policies, and Premier
Partner shall remove the
material accordingly. |
2.5 |
During
the term of this Agreement,
Premier Partner will not
disparage WEBCC, WEBCC
Marks, WEBCC Web Site
or any of WEBCC Products
and Services, or display
any such items in a derogatory
or negative manner on
any Premier Partner Site. |
2.6 |
Any
amounts owed hereunder
and not paid by Premier
Partner when due shall
bear interest at the rate
of eighteen percent (18%)
per annum. Premier Partner
agrees to pay any and
all fees (including collection
agency fees, attorney's
fees and courts costs)
incurred by WEBCC in collecting
amounts owed under this
Agreement. |
2.7 |
Premier
Partner shall at all times
provide true, accurate
and current contact information
in any and all Premier
Partner Sites and Materials
such that Registrants
or potential registrants
are able to contact Premier
Partner regarding its
services. |
2.8 |
Premier
Partner shall not solicit
its services or registrations
of .CC Domains or other
top level domains approved
by WEBCC as set forth
hereafter via unsolicited
commercial e-mail or SPAM
(as that term is described
in WEBCC's Acceptable
Use Policy). |
2.9 |
In
future, WEBCC may offer
Premier Partner additional
products and/or services,
or modify the terms of
such products and/or services,
pursuant to subsequent
Products and Services
Orders executed pursuant
to this Agreement. Furthermore,
any modification to the
scope of the products
and/or services offered
pursuant to any given
Products and Services
Order issued hereunder,
at any time throughout
the term of this Agreement,
shall only be effective
upon execution of an amendment
to such Products and Services
Order. Where multiple
amendments to any given
Products and Services
Order have been executed,
the last dated and executed
amendment shall govern
the rights and responsibilities
of the parties under such
Products and Services
Order, and any previously
executed amendments to
such Products and Services
Order shall be superseded
thereby. |
3 |
GRANT
OF RIGHT, LICENSE AND
USE OF TECHNOLOGY. |
3.1 |
WEBCC
hereby grants Premier
Partner a limited, non-exclusive,
non-transferable, non-sublicensable,
revocable, royalty free
license in and to the
WEBCC Marks to reproduce,
publicly display, transmit
and broadcast the WEBCC
Marks for the sole purpose
of promoting the WEBCC
Products and Services
on the Premier Partner
Site as described herein
or in any Products and
Services Order. |
4 |
PROPRIETARY
RIGHTS |
4.1 |
WEBCC
owns all rights in or
to the WEBCC Marks and
all Intellectual Property
Rights therein and thereto.
Premier Partner acknowledges
that the WEBCC Marks and
Intellectual Property,
and the goodwill associated
therewith, are valuable
properties belonging to
WEBCC and that all rights
thereto are and shall
remain the sole and exclusive
property of WEBCC. Premier
Partner shall not now
or in the future contest
the validity of the WEBCC
Marks. Premier Partner
agrees that all customers
that purchase WEBCC Products
and Services are WEBCC
customers and that WEBCC
shall be the owner of
all information or data
collected by WEBCC in
providing any product
or service to them. Nothing
herein shall confer upon
Premier Partner any right
of ownership in any of
WEBCC's Marks or Intellectual
Property. |
5 |
CONFIDENTIAL
INFORMATION |
5.1 |
Premier
Partner acknowledges under
this Agreement, it may
have access to and acquire
knowledge from, material,
data, systems and other
information concerning
the operation, business,
projections, market goals,
financial affairs, products,
customers and Intellectual
Property Rights of WEBCC
that may not be accessible
or known to the general
public ("Confidential
Information"). "Confidential
Information" shall
include, but not be limited
to, (i) the terms of this
Agreement, (ii) any and
all information regarding
any software utilized
by WEBCC to create, operate
or maintain any of the
WEBCC Web Sites, (iii)
all information contained
in the WEBCC Premier Partner
database and administrative
software, and (iv) any
information which concerns
technical details of operation
of any of the products
and services offered hereunder. |
5.2 |
Premier
Partner agrees to maintain
all Confidential Information
of WEBCC, both orally
and in writing, in confidence
and agrees not to disclose
or otherwise make available
such Confidential Information
to any third party without
the prior written consent
of WEBCC; however, Premier
Partner may disclose the
financial terms of this
Agreement to its legal
and business advisors
and to potential investors
if such third parties
agree to maintain the
confidentiality of such
Confidential Information.
Premier Partner further
agrees to use the Confidential
Information only for the
purpose of performing
this Agreement. In addition,
Premier Partner shall
not reverse engineer,
disassemble or decompile
any prototypes, software
or other tangible objects
which embody Confidential
Information and which
are provided to Premier
Partner hereunder. Whenever
requested by WEBCC, Premier
Partner shall immediately
return to WEBCC all manifestations
of the Confidential Information
or, at WEBCC's option,
shall destroy all such
Confidential Information
as WEBCC may designate.
Premier Partner's obligation
of confidentiality shall
survive this Agreement
for a period of five (5)
years from the date of
its termination, and thereafter
shall terminate and be
of no further force or effect. |
6 |
REPRESENTATIONS,
WARRANTIES, AND INDEMNIFICATION |
6.1 |
Premier
Partner represents and
warrants that (i) it has
the right, power and authority
to enter into this Agreement
and to fully perform its
obligations under this
Agreement; (ii) entering
into this Agreement does
not violate any agreement
existing between it and
any other person or entity;
(iii) the Premier Partner
Content does not violate
or infringe any right
of privacy or publicity
or any other Intellectual
Property Right or contain
any libelous, defamatory,
obscene or unlawful material,
or otherwise violate or
infringe any other right
of any person or entity;
and (iv) the information
contained in the Application
(which is incorporated
herein by reference) submitted
by Premier Partner is
true and correct, and
Premier Partner acknowledges
and agrees that WEBCC
has relied on the information
provided therein in entering
into this Agreement. |
6.2 |
Premier
Partner shall defend,
indemnify, and hold harmless
WEBCC and its officers,
directors, shareholders,
owners, managers, employees,
agents, contractors and
attorneys ("WEBCC
Related Parties")
from and against any and
all claims of third parties,
including, but not limited
to all loss, liability,
claims, demands, damages,
cost or expense, causes
of action, suits, proceedings,
judgments, awards, executions
and liens, relating to
Premier Partner's services
or arising under or relating
to Premier Partner's performance
of this Agreement, including
the use, display, exploitation,
or operation of any Premier
Partner Sites or Materials. |
6.3 |
WEBCC
represents and warrants
that (i) it has the right,
power and authority to
enter into this Agreement
and to fully perform its
obligations under this
Agreement; (ii) entering
into this Agreement does
not violate any agreement
existing between it and
any other person or entity;
and (iii) WEBCC further
represents and warrants
that the WEBCC Marks do
not violate or infringe
any Intellectual Property
Rights of any other person
or entity. |
7 |
TERMS |
7.1 |
This
Agreement will commence
as of the Effective Date
and will continue for
a period of ONE (1) year
("Initial Term")
unless terminated earlier
as set forth below. This
Agreement shall be automatically
extended for successive
periods of twelve (12)
months following the Initial
Term unless either party
notifies the other in
writing of its election
to have the Agreement
expire at any time prior
to the end of each then-current
term. The parties agree
that to the extent any
Products and Services
Order sets forth a term
or termination shorter
than that provided pursuant
to this section 7, such
Products and Services
Order shall be governed
by the term or termination
set forth therein. |
8 |
TERMINATION |
8.1 |
Either
party will have the right
to terminate this Agreement
for any material breach
that is not cured within
thirty (30) days after
written notice of such
breach. |
8.2 |
Either
party hereto may, at its
option, and without notice,
terminate this Agreement,
effective immediately,
should the other party
hereto (i) make a general
assignment for the benefit
of creditors; (ii) institute
proceedings to be adjudicated
a voluntary bankrupt,
or consent to the filing
of a petition of bankruptcy
against it; (iii) be adjudicated
by a court of competent
jurisdiction as being
bankrupt or insolvent;
(iv) seek reorganization
under any bankruptcy act,
or consent to the filing
of a petition seeking
such reorganization; or
(v) have a decree entered
against it by a court
of competent jurisdiction
appointing a receiver
liquidate, trustee, or
assignee in bankruptcy
or in insolvency covering
all or substantially all
of such party's property
or providing for the liquidation
of such party's property
or business affairs. |
8.3 |
Sections
2.3, 2.4, 2.5, 2.6, 2.8,
4, 5, 6.2, 9, 10 and 11.10
shall survive the expiration
or termination of this
Agreement. |
8.4 |
Upon
termination of this Agreement,
Premier Partner will immediately
remove the WEBCC Marks
and all Links from each
Premier Partner Site and
cease the use of the WEBCC
Marks. |
9 |
REFUND |
9.1 |
No
refund is allowed for
replenish account performed
during the terms of this
Agreement. You can only
request refund for the
outstanding balance of
prepayment amount in your
premier partner account
with WEBCC upon termination
of Agreement. |
9.2 |
If
you have transacted at
least 25 domain years
since sign up, an administrative
fee USD5 is levied on
your refund request if
the net amount is refunded
to you by bank draft/banker
cheque/local cheque or
USD15 if it is refunded
to you by wire transfer. |
9.3 |
If
you have transacted less
than or equal to 25 domain
years since sign up, you
will be charged for USD10
plus 5% on the outstanding
balance of prepayment
amount in your premier
partner account with WEBCC
for the refund pay to
you. |
9.4 |
WEBCC
reserves the right to
modify this Refund Policy
at its discretion, or
against any partner it
believes is abusing this
policy. Any such revision
or change will be binding
and effective immediately
after posting of the revised
Refund Policy on WEBCC
websites. You agree to
periodically review our
websites, including the
current version of our
Refund Policy. Our refund
policy is made available
on our websites. It is
your obligation to review
our refund policy for
any such revisions. |
10 |
LIMITATION
OF LIABILITY |
10.1 |
PREMIER
PARTNER AGREE THAT WEBCC'S
ENTIRE LIABILITY, AND
PREMIER PARTNERR EXCLUSIVE
REMEDY, ARISING OUT OF
THIS AGREEMENT IS SOLELY
LIMITED TO THE AMOUNTS
PAID BY PREMIER PARTNER
HEREUNDER. WEBCC SHALL
NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL,
PUNITIVE OR OTHER INDIRECT
DAMAGES OF ANY NATURE,
FOR ANY REASON, INCLUDING
WITHOUT LIMITATION THE
BREACH OF THIS AGREEMENT
OR ANY EXPIRATION OR TERMINATION
OF THIS AGREEMENT, WHETHER
SUCH LIABILITY IS ASSERTED
ON THE BASIS OF CONTRACT,
TORT (INCLUDING NEGLIGENCE
OR STRICT LIABILITY) OR
OTHERWISE, EVEN IF IT
HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL WEBCC
BE LIABLE FOR LOST PROFITS
OR LOST BUSINESS OPPORTUNITIES
ARISING OUT OF THE TERMINATION
OF THIS AGREEMENT. |
11 |
DISCLAIMERS. |
11.1 |
WEBCC
MAKES NO EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE PROGRAM
OR ANY PRODUCT OR SERVICE
OF WEBCC, INCLUDING, WITHOUT
LIMITATION, WARRANTIES
OF FITNESS, MERCHANTABILITY,
NONINFRINGEMENT, OR ANY
IMPLIED WARRANTIES ARISING
OUT OF A COURSE OF PERFORMANCE,
DEALING OR TRADE USAGE.
WEBCC MAKES NO REPRESENTATION
THAT THE WEBCC SITE WILL
BE UNINTERRUPTED OR ERROR-FREE,
AND WEBCC SHALL NOT BE
LIABLE FOR THE CONSEQUENCES
OF ANY INTERRUPTIONS OR
ERRORS. |
12 |
GENERAL
PROVISIONS |
12.1 |
Notices
to WEBCC or Premier Partner
may be delivered by 1)
registered or certified
official mail by reputable
commercial courier service
based on the address posted
on Premier Partner and
WEBCC Site, or 2) email
address posts on Premier
Partner and WEBCC website
(http://www.webnic.cc). |
12.2 |
This
Agreement, together with
the Products and Services
Order(s) executed hereunder,
constitutes the entire
understanding and agreement
between WEBCC and Premier
Partner with respect to
the transactions contemplated,
and supersedes any and
all prior or contemporaneous
oral or written representation,
understanding, agreement
or communication between
WEBCC and Premier Partner
concerning the subject
matter hereof. |
12.3 |
WEBCC
and Premier Partner will
use their best efforts
to conduct at all times
its business within the
bounds of the respective
business policies and
in a manner that will
reflect favorably on both
parties and their product
and services and WEBCC
Service. Additionally,
neither WEBCC nor Premier
Partner shall engage in
any deceptive, misleading,
illegal or unethical business
practices in their respective
performance of this Agreement. |
12.4 |
All
amendments or modifications
of this Agreement shall
be binding by the parties
so long as the same shall
be in writing and executed
by each of the parties
hereto. WEBCC shall be
entitled to amend any
provision of this Agreement
by providing notice to
Premier Partner if such
amendment is applied to
substantially all of the
participants in the Program.
It is expressly understood
and agreed that no usage
of trade or other regular
practice or method of
dealing between the arties
hereto shall be used to
modify, interpret, supplement
or alter in any manner
the express terms of this
Agreement or any part
hereof. |
12.5 |
Neither
party shall be deemed
in default hereunder,
nor shall it hold the
other party responsible
for, any cessation, interruption
or delay in the performance
of its obligations hereunder
due to earthquake, flood,
fire, storm, natural disaster,
act of God, war, armed
conflict, labor strike,
lockout, or boycott, provided
that the party relying
upon this section (I)
shall have given the other
party written notice thereof
promptly and, in any event,
within five (5) days of
discovery thereof and
(ii) shall take all steps
reasonably necessary under
the circumstances to mitigate
the effects of the force
majeure. In the event
that a force majeure event
described above extends
for a period in excess
of thirty (30) days in
the aggregate, WEBCC may
terminate this Agreement. |
12.6 |
The
section and paragraph
headings appearing in
this Agreement are inserted
only as a matter of convenience
and in no way define,
govern, limit, modify
or construe the scope
or extent of the provisions
of this Agreement to which
they may relate. Such
headings are not part
of this Agreement and
shall not be given any
legal effect. |
12.7 |
In
the event that any provision
of this Agreement should
be found by a court of
competent jurisdiction
to be invalid, illegal
or unenforceable in any
respect, the validity,
legality and enforceability
of the remaining provisions
contained shall not, in
any way, be affected or
impaired thereby. |
12.8 |
This
Agreement may be executed
in counterparts, each
of which shall be deemed
an original and all of
which together shall constitute
one and the same instrument. |
12.9 |
Neither
Premier Partner nor WEBCC
may assign or transfer
this Agreement without
the prior written approval
of the other party; provided,
however that the sale
of any portion of the
assets of WEBCC, or any
of its subsidiaries, its
acquisition by or merger
into another Premier Partner,
shall not be deemed an
assignment of this Agreement
by WEBCC. Any assignment
in violation of this Section
10(i) shall be void. Subject
to the foregoing, this
Agreement shall be binding
upon and inure to the
benefit of the successors
and assigns of Premier
Partner and WEBCC. |
12.10 |
The
parties to this Agreement
are independent contractors.
Neither party is an agent,
representative, or partner
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,
joint venture or partnership
between the parties or
to impose any partnership
obligation or liability
upon either party. Each
party shall bear its own
costs and expenses in
performing this Agreement. |
12.11 |
This
Agreement shall be governed
by and construed in accordance
with the laws of Malaysia.
Any dispute arising out
of or in connection with
this agreement, including
any question regarding
its existence, validity
or termination, shall
be referred to and finally
resolved by arbitration
in Malaysia in accordance
with the Arbitration Rules
of Kuala Lumpur Regional
Centre for Arbitration
("KLRCA Rules")
for the time being in
force which rules are
deemed to be incorporated
by reference to this clause.
The Tribunal shall consist
of one (1) arbitrator
to be appointed by the
Chairman of KLRCA unless
otherwise agreed and the
language of the arbitration
shall be English. |
12.12 |
In
the event of a conflict
between any Products and
Services Order and this
Agreement, the terms of
the Products and Services
Order shall govern.
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参阅我们的产品和服务规则
参阅我们的注册协议
参阅我们的可接受协议
参阅我们的争端解决政策
参阅我们的域名转让政策
参阅我们的本地联络服务协议
参阅我们的WHOIS隐私服务协议
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