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Utopia www.utopia.co.nz Freephone: 0800 52 87 87 email: info@utopia.co.nz |
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Utopia www.utopia.co.nz Freephone: 0800 52 87 87 email: info@utopia.co.nz |
This Agreement contains all of the terms and conditions between Laurus Technology Ltd ("Utopia"), and the individual or organisation (the "Referrer") participating in Utopia's Referrer Program (the "Referrer Program").
In this Agreement, "we" and "us" means Utopia, and "you" means the Referrer participating in the Referrer Program. "Utopia Web Site" or "Our Site" means the web site located at http://www.utopia.co.nz, and "Your Site" means the web site upon which you establish the Links to Our Site as part of this Referrer Program. The "Utopia Hosting Services" means Utopia's Internet hosting services available in the Referrer Program.
1.0 Enrolment in the referrer network
To begin the enrolment process, you must submit a properly completed Referrer Program application. Utopia will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.
2.0 Promotion of our referrer relationship
As a Referrer, we will make available to you all hyper links ("Links") necessary to promote and offer the Utopia's Hosting Services, which, subject to the terms and conditions hereof, you may display as often and in as many areas on Your Site as you desire. The Links will serve to identify Your Site as a member of our Referrer Program and will establish a Link from Your Site to Our Site.
3.0 Compliance with this agreement
We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
4.0 Referral fees
We will pay you referral fees on sales of Utopia Hosting Services to third parties. Your entitlement to a referral fee will accrue only if the customer: (i) Purchases services from Utopia; (ii) You or your customer mention the sale before invoicing is done to your customer; (iii) The customer signs up for a minimum period of six months of use of Utopia's Hosting Services.
Referrers must be signed up to the Referrer programme before any sales commissions are paid.
Membership to the referrer programme is at the sole discretion of Utopia.
Membership is only open to New Zealand based organisations. Commissions are paid in New Zealand dollars.
Paybacks
The payback is 20% of your client's monthly hosting account with us. Hosting plans included in the payback are:
The payback is calculated on the monthly hosting amount and does not include domain name charges or any additional services not listed above.
Payback will accrue until minimum amount of $20.00 is reached. Commissions will only be paid when the minimum payback of $20.00 is reached.
5.0 Reports of sales
Fees due, and sales made are available on request to Utopia.
6.0 Policies and pricing
Customers who buy Utopia Hosting Services through the Referrer Program will be deemed to be customers of Utopia. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Utopia's Hosting Services sold through the Referrer Program in accordance with our own pricing policies. Service prices may vary from time to time.
7.0 Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
8.0 Licenses and use of the Utopia's logos
We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site. You may not alter, modify or change the Licensed Materials in any way.
Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice.
You grant to us a non-exclusive license to utilise your company name and logo, as the same may be amended from time to time (the "Referrer Trademarks"), to advertise, market, promote and publicise in any manner your participation in the Referrer Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicise.
The licenses described in this Article 8 shall expire upon the effective date of the expiration or termination of this Agreement.
9.0 Term of this agreement and termination
This Agreement will begin upon our acceptance of your Referrer Program application and continue indefinitely unless the Agreement is terminated under one of the following provisions:
a. You may terminate this Agreement upon the expiration of the initial or any successive term by notifying us at least thirty (30) days prior to the expiration of the then current term that you desire to terminate the Agreement.
b. We may terminate this Agreement at any time, with or without cause, by notifying you that we desire to terminate this Agreement.
You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable excluding amounts due to credit card fraud, chargebacks and bad debt and credits for cancelled services. We may withhold your final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid. Within one (1) day of any termination of this Agreement you shall discontinue the use of the Licensed Materials provided under Article 8 above.
10.0 Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email and a change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Referrer Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 9; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Referrer Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.
11.0 Relationship of parties
You and Utopia 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 Article.
12.0 Limitation of liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the Referrer Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Referrer Program will not exceed the total referral fees paid or payable to you under this Agreement.
13.0 Indemnification
You hereby agree to indemnify and hold harmless Utopia, its subsidiaries and Referrers, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, expenses (including reasonable attorneys' fees), and costs (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 Referrer 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) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.
14.0 Independent investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on Terms that may differ from those contained in this agreement or operate web sites that are Similar to or compete with your site. You have independently evaluated the desirability of Participating in the program and are not relying on any representation, guarantee, or Statement other than as set forth in this agreement.
15.0 Entire agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
This agreement is current as of 17th February 2009.
