NextPro International Procurement Service Company (“NextPro”, “we” or the equivalent) operates a B2B marketplace platform at website https://nextpro.io. NextPro’s users pay licensing fees to acquire and use features from the NextPro platform. The following agreement (“Agreement”) describes and controls your legal relationship with NextPro as a participant in our NextPro Partner Program (the “Program”). Users (those who license features from NextPro) referred to us by you pursuant to the Program are hereinafter collectively referred to as “Referrals.”
PLEASE READ THE AGREEMENT CAREFULLY AND BE SURE YOU UNDERSTAND IT FULLY. BY APPLYING TO BECOME AN AFFILIATE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT; THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM; THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE SET FORTH IN THIS AGREEMENT; AND THAT YOU AGREE TO ALL OF ITS TERMS AND CONDITIONS.
NEXTPRO RESERVES THE RIGHT TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME AND TO NOTIFY YOU OF THE MODIFICATIONS BY AN ANNOUNCEMENT ON THIS REGISTRATION PAGE. YOU AGREE TO BE BOUND BY ALL SUCH CHANGES. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES, YOUR SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
- Introduction: This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Program. “Site” means a World Wide Web site and, depending on the context, refers to any site that you will link to our site (and which you will identify in your Program application). “Partner” means an applicant that has been approved by NextPro for participation in the Program. The acquisition of Users who register their account and service package in the NextPro platform, which is the purpose of the Program, and, in consideration of your referral to us of Users pursuant to the terms and conditions of the Program, we shall compensate you as set forth below.
- Non-Exclusive Relationship: NextPro reserves its right to enter into an agreement with any Partner. 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 or endorse or promote websites and Affiliates that are similar to or compete with you. If you do not agree with the foregoing, your sole remedy is to terminate your participation in the Program.
- Enrollment in the Program: To begin the enrollment process, you will submit a complete Program application and send us via email at firstname.lastname@example.org. We will evaluate your application and will notify you of your acceptance or rejection. You should note that if we accept your application and if you is thereafter determined (in our sole and unlimited discretion) to be unsuitable for the Program, we may terminate your participation in the Program.
NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE CONTRARY, BY APPLYING TO BECOME AN AFFILIATE, YOU AGREE THAT NEXTPRO HAS AND reserves the rights AT ALL TIMES to reject your application or terminate your participation in the Program for any reason, or no reason, in our sole and unlimited discretion.
- Promotional Links: Once you have been notified that you have been accepted into the Program, you may use any method or form of promotion you choose so long as it complies with the terms and conditions of this Agreement (including but not limited to our Partner Suitability Guidelines) and all applicable laws. Promotional links may include our name and Trademarks (as defined below) and any other indicia and content we specifically identify on our site for your use as promotional features, tools and content (collectively, “Partner Promotional Links”).
- Utilization of Partner Promotional Links:
a) We hereby grant to you limited, non-exclusive, and non-transferable license to use our Partner Promotional Links for placement on your site without modification, abridgment, or embellishment, for the sole and exclusive purpose of referring potential Users to register into NextPro We reserve the right to revoke this license to use the Partner Promotional Links, in whole or part, at any time.
b) We reserve the right to require you to modify your use of the Affiliate Promotional Links following review of your site. If we issue formal policies and rules in connection with usage of the Partner Promotional Links, you agree to promptly conform your use of the Partner Promotional Links to said policies, as same may be amended from time to time.
c) You may not use Partner Promotional Links to market, promote, or endorse the goods, services, and/or cause of any other individual or entity or to otherwise benefit any third party, save for your Referrals.
d) You agree that you shall not bid on, register or purchase search engine keywords, domain names, or other identifying search terms or titles that are similar to the Trademarks owned or controlled by NextPro, or by any third party to promote your participation in the Program.
e) In utilizing the Partner Promotional Links, you agree that you will cooperate fully with us in order to establish and maintain the consistency and integrity of such Partner Promotional Links as they may be modified, enhanced, expanded, curtailed or eliminated from time to time by us, in our sole and unlimited discretion.
f) You acknowledge that, by participating in the Program and/or using any of the Partner Promotional Links, NextPro may receive information from or about visitors to your site to track Referrals.
a) If you refer an user to register into the NextPro platform and the user identifies you to NextPro as the referring party by entering your code to the NextPro platform, your account will be credited as specified in the Earnings Schedule. Any referrer fees credited to your account from a subscription or other service packages that is later refunded by or charged back to NextPro will be deemed to be an overpayment of fees to you. NextPro reserves the right to withhold payments due to you under the Program for up to 30 days from the date the referred User establishes a NextPro account and successfully paid any service package on the NextPro
b) If your account is cancelled for a breach of the material terms of this Agreement or any other agreement with us, in addition to its other rights at law or in equity, NextPro shall have the right to retain any fees and/or other commission otherwise payable to you under this or any other agreement you may have entered into with us, as liquidated damages.
c) If NextPro makes an overpayment of fees or other commission to you for any reason, NextPro shall have the right to deduct the amount of such overpayment from your accrued commission and/or to require the immediate repayment of such overpaid fees or other commission.
d) NextPro may modify fee rates and/or payment schedules at any time and notify you by an announcement on your registration page of the modifications. If NextPro does modify the fee rate, fees earned before the effective change in rates will be credited at the rate in effect at the time such fees were earned.
- Tax Compliance:
a) You agree that you shall be solely responsible for the accurate and timely calculation, reporting and payment of any tax or other government revenue obligations or liabilities that arise from or are related to your participation in the Program, regardless of any reporting or other obligations we may bear by operation of law, or any performance of such obligations or lack of compliance thereof on our part.
b) You agree that you shall comply in a timely manner with any of our reasonable or necessary requests for information, documents and/or data in connection with any of our taxation or similar responsibilities, and represent and warrant that all such information, documents and/or data shall be true and complete.
- Term and Termination:
a) The Term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement on written notice at any time, with or without cause. An announcement on your registration page shall be deemed written notice of termination by NextPro.
b) Upon the termination of this Agreement for any reason, you will immediately cease use of all links to our site, all Trademarks and logos, together with all other materials provided by or on behalf of NextPro in connection with the Program. You will not earn referral fees on Referrals that occur after the Term.
c) After Termination we may withhold your final payment under the Program for a reasonable time to ensure that the correct amount is paid and that you have ceased use of all Partner Promotional Links and are not in breach of this Agreement in any other respects.
d) If your participation is terminated for cause, you must obtain written authorization from NextPro prior to applying for and establishing another Partner account. If you attempt (or someone on your behalf attempts) to establish another Partner account without obtaining such authorization, NextPro may permanently ban you from its website and its Partner websites and services.
- NextPro Trademarks:
a) For the purposes of this Agreement, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by NextPro.
b) Nothing contained herein grants or shall be construed to grant you any rights to use any Trademark, except as Partner Promotional Links placed on your site. You acknowledge that NextPro owns all right, title and interest in and to its Trademarks. Your use of the Partner Promotional Links shall conform to NextPro’s then-current use policies and any additional usage guidelines provided by NextPro. Your use of any Partner Promotional Links and any goodwill associated therewith shall at all times inure to the benefit of NextPro.
c) You agree that you will not use our Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or NextPro. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any Trademarks or the Trademark rights claimed by NextPro.
d) You agree that you will not use any Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data, except pursuant to policies and rules issued by NextPro, if any, in connection with the Program.
e) You may not at any time, adopt or use, without NextPro’s prior written consent any word or mark which is similar to or likely to be confused with NextPro ‘s Trademarks, except as Promotional Links placed on your site.
f) The look and feel of the NextPro platform, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of NextPro and may not be copied, imitated or used, in whole or in part, without the prior written consent of NextPro, except as Promotional Links placed on your site.
g) You may not use a Trademark, logo, image or other proprietary graphic of NextPro to link to the NextPro website without the prior written consent of NextPro, except as Partner Promotional Links placed on your site and used in compliance with the terms of this Agreement.
h) You may not frame or hotlink to the NextPro website or any image other than your own without the prior written consent of NextPro.
i) You may not use any Trademarks to market, promote or endorse the goods and/or services or cause of any other individual or entity without our prior express permission in writing, signed by an authorized officer of NextPro.
- Partner Representations and Warranties: You warrant and represent as follows:
a) You have the full right, power and authority to enter into this Agreement and to fully perform all of your obligations hereunder;
b) You are under no legal disability or contractual restriction that prevents you from entering into this Agreement;
c) The information and data submitted by you in connection with your application and participation in the Program and/or this Agreement is true, accurate and complete in all respects and shall in no manner mislead or deceive NextPro or any third parties.
d) If your site contains content created by a third party or parties, you own or have acquired all rights to use such content from the owner of the copyright in same;
e) The content of your site is neither obscene nor defamatory and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity; and
f) You and/or your site will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with NextPro or to increase the number of your Referrals – nor will you advertise or otherwise publicize your relationship with NextPro through the use of pay per click search engine advertising or the like. This prohibition applies, by way of example and not by way of limitation, to Google Adwords, Yahoo! Search Marketing (previously Yahoo! Overture), MSN AdCenter, and Ask.com. You acknowledge that such advertising might infringe on the intellectual property rights of NextPro and/or third parties. In addition to its other rights and/or remedies under this agreement, NextPro shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
- NextPro’s Representations and Warranties:
a) NextPro has the power and authority to enter into this Agreement and to fully perform all of its obligations hereunder; and
b) Upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, NextPro shall send you written notice of such claim, using the email address provided by you to NextPro, specifying the details of the claim as then known to NextPro. Pending the determination of such claim, NextPro may withhold from fees and/or other compensation due to you hereunder and any other agreement you entered into with us, such sums as are reasonably related to the probable value of the claim as determined by NextPro. You may participate in the defense of any claim through counsel of your selection at your own expense.
- Disclaimers: Except as stated in item 12 above, we make no express or implied warranties or representations with respect to NextPro any affiliated sites, the Program or any goods or services sold directly or indirectly through its sites (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representations or warranties that the operation and use of our site and the Program will be secure, uninterrupted or error-free, free of viruses or other harmful components or interfere with the operation and enjoyment of your site, and we will not be liable for the consequences of any interruptions or errors, viruses or other harmful components or interference with the operation and enjoyment of your site.
- Indemnification: You shall indemnify and hold NextPro harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations pursuant to this Agreement. NextPro shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of any breach or claimed breach of any of NextPro ‘s representations or warranties or any of NextPro ‘s obligations pursuant to these Terms of Service, provided that, except in the case of third party claims, NextPro shall not be liable for any incidental, consequential, or special damages. In any case in which indemnification is sought as the result of a claim by a third party, the indemnified party shall:
(i) promptly notify the indemnifying party of the claim (provided that the failure to do so shall not relieve the indemnifying party of its obligations hereunder except to the extent such failure to notify materially prejudices the indemnifying party); and
(ii) afford the indemnifying party the opportunity of defending such claim and controlling the litigation, settlement or other disposition of such claim (provided that any settlement shall require the indemnified party’s consent). If the indemnifying party does not elect to defend such claim, then the indemnified party may do so at the indemnifying party’s sole expense. The indemnified party may participate in any such action with its own counsel at its expense.
- Limitation of Liability: Notwithstanding anything stated or implied to the contrary, NextPro, its officers, managers and members, shall not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, goodwill or data) arising out of or related to this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability for actual damages (or any other damages not otherwise specified herein) arising out of or related to this Agreement and/or the Program will not exceed the total referral fees paid or payable to you under this Agreement in the preceding 12-month period from the earliest date that your claim arose, which date in any event shall be no later than the date you notify us of any claim.
16. Partner Suitability Guideline
You and your site may be deemed unsuitable if:
a) You are involved, in whole or part, with any site that incorporates “NextPro” or variations or misspellings thereof in its domain name except under license from NextPro; or you use words and/or symbols that are Trademarks (as defined in the associated affiliate agreement), or substantially similar thereto, in any username, group name, or other identifier on any social networking website.
b) You engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or and/or any other laws and/or regulations that govern email marketing and/or communications.
c) You engage in pop-up or pop-under advertising using any means involving third-party properties and/or services (software). Pop up/unders are acceptable on a first-party basis only when triggered by your site content, site visit or by downloadable software applications of which you are the owner/operator.
d) Your site’s pop up/unders delivered through downloadable software engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results.
e) Your reputation or that of your site(s) might in any manner tarnish, disparage, or reflect adversely on NextPro and/or its Trademarks or otherwise diminish our goodwill by reason of our association with you or your web site(s), including but not limited to your known involvement in, or promotion or facilitation of, activity that is unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive.
f) Your site incorporates images, text or any other content or features (either displayed or hidden) that are unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive and/or involves, advocates or facilitates activity that is unlawful, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive.
a) The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever. Neither party shall have the authority or power to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.
b) This Agreement:
(i) contains the entire understanding of the parties with respect to the subject matter covered herein and supersedes any prior agreements with respect to such subject matter;
(ii) shall be governed by the laws of Vietnam without regard to applicable conflicts of law provisions.
c) The parties agree that any disputes arising from this Agreement shall be resolved in the applicable courts of Vietnam and agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available.
d) If any part of this Agreement is held void or unenforceable, such valid or unenforceable term or terms shall be modified solely to the extent necessary to make same enforceable. Under no circumstances shall a valid or unenforceable term affect the validity of the balance of this Agreement.
e) The failure on the part of NextPro to enforce your strict performance of any provisions of this Agreement and/or terms and conditions incorporated by reference will not constitute a waiver of the rights of NextPro to subsequently enforce such provisions or any other provision of this Agreement.
f) This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
18. Modifications: NextPro reserves the right to modify these terms at any time and to notify you by an announcement on your login page of the modifications. You agree to be bound by all such changes.
Effective: 1 Jan 2023.