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Terms and conditions have been established to protect the Partner community. Once you have agreed to these, you will be amongst our leaders in wellbeing.
Please read the terms and conditions and click here confirm acceptance.
PARTNER PROGRAM TERMS
PLEASE READ THESE TERMS CAREFULLY
By clicking on “I agree” when you sign up for a Partner Account, using the Partner Platform or participating in any Partner Program activities, you agree to be bound by the applicable sections of the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and Revolutionaries of Wellbeing “ROW”. Each of Partner and ROW a “Party”, and together the “Parties”.
You can review the current version of the Agreement at any time at rowwellbeing.com/partners/partner-terms/. ROW reserves the right to update and change the Agreement by posting updates and changes here: rowwellbeing.com/partners/partner-terms/. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
You must read, agree with and accept all of the terms and conditions contained in this Agreement, including ROW’s Privacy Policy, before you may become a Partner.
Some types of ROW Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
1. Definitions
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Customer” means any individual that visits or transacts via the ROW Merchant Store.
“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.
“Merchant Store” means the ROW commerce presence hosted by ROW, including their online store and Point of Sale (POS).
“Partner” or “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the ROW Partner Program. The different types of Partners relationships are shown in Partner Relationships.
“Partner Account” means a ROW Partner Program account.
“Partner Manager” means the ROW employee designated by ROW from time to time as the Partner’s primary ROW contact.
“Payment Period” has the meaning as set out in Section 3.2.
“Partner Program” means the resources made available by ROW to Partners.
“Service” means the ROW hosted commerce platform available via rowwellbeing.com and any associated websites, products or services offered by ROW.
“ROW Creative” means any marketing or promotional materials relating to ROW or ROW brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the ROW Trademarks.
“ROW Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, ROW; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“ROW Trademarks” means the trademarks, logos, service marks and trade names of ROW Inc. and any ROW Related Entities, whether registered or unregistered, including but not limited to the word mark ROW.
“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
“Websites” means any websites that are owned, operated or managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
2. Partner Responsibilities
- Partner will bear all costs and expenses related to Partner’s marketing or promotion of ROW or any ROW Related Entity, and, as applicable, Partner’s Applications, Themes, Websites, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by ROW in its sole discretion.
- In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Customer’s consent first, Partner will not email any Customer whose email address they have received via ROW.
- Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding ROW or ROW Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding ROW, ROW Related Entities, the Service or the ROW platform; and (iii) not imply that such emails are being sent on behalf of ROW or ROW Related Entities.
- A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to ROW or ROW Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to ROW or ROW Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to ROW or ROW Related Entities; (iv) solicit Customers to leave the ROW Service; (v) copy, resemble or mirror the look and feel of ROW’s websites, ROW Trademarks or Services or otherwise misrepresent Partner’s affiliation with ROW or ROW Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of ROW or ROW Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to ROW or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.
2.2. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
2.3. Partner Duty to Inform
Partner will promptly inform ROW of any information known to Partner that could reasonably lead to a claim, demand or liability of or against ROW or the ROW Related Entities by any third party.
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If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
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You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
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To become a Partner, Partner must create a Partner Account by providing all information indicated as required. ROW may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that ROW will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. ROW cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
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If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
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Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
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Partner acknowledges and agrees that ROW may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on ROW’s website, available on the Partner Terms page and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, ROW will provide reasonable notice by email. Partner’s continued participation in the ROW Partner Program after the amended Partner Program Agreement is posted to ROW’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the ROW Partner Program.
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Partner acknowledges and agrees that Partner’s participation in the ROW Partner Program, including information transmitted to or stored by ROW, is governed by the ROW Privacy Policy found at https://rowwellbeing.com/terms-and-conditions
3. Fees and Payments
- Fees due to Partner will be calculated by ROW once per month upon receipt of payment from the Customer, for each month that the Referred Merchant Store is active.
- ROW distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”). If the Fees owing to Partner are less than NZD $50 at the end of any Payment Period, ROW will be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are NZD $50 or more.
- Where the Partners advise ROW not to collect Taxes, Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Customer. If Taxes are not collected by ROW in respect of a Partner transaction with a Customer facilitated by ROW, Partner is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.
3.2. Additional Payment Information
- All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by ROW during the period of investigation.
- Notwithstanding anything to the contrary in this Agreement, ROW will not be responsible to pay any Fees:
- a) related to amounts that have been refunded to Customers by ROW; b) related to fraudulent sales; c) related to revenues that have been subject to chargebacks.
- If any Fees paid by ROW are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.2.2, or to have been paid in error, ROW will have the right, at its sole discretion, to: a) reclaim any Fees paid to Partner in error; or b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to ROW, Partner will pay to ROW the remaining balance within fifteen (15) days of the effective date of termination of the Agreement.
- ROW reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email. In the event of any disputes over Fees, ROW’s determination will be final and binding.
4. Termination
- Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
- Fraudulent or other unacceptable behaviour by Partner as determined by ROW in its sole discretion, may result in one or more of the following actions being taken by ROW: (a) suspension of some or all Partner privileges under the Partner Program; and (b) termination of the Partner Account entirely without notice to, or recourse for, Partner.
- ROW reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, ROW will provide reasonable notice by email.
4.2. Consequences of Termination
- Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all ROW Creative and all Confidential Information (as defined below)); (b) Partner will immediately cease displaying any ROW Creative or any ROW Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account or to receive any payments of Fees under this Agreement, unless otherwise determined by ROW in its sole discretion.
- This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
- Section 1 (Definitions), Section 5.4 (Proprietary Rights of ROW), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)
- In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
5. Intellectual Property Rights
- All ROW Creative will be solely created and provided by ROW unless otherwise agreed to by ROW in writing in advance. ROW can provide Partner with copies of or access to ROW Creative. By using the ROW Creative, you indicate your acceptance of our ROW Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the ROW Creative. The ROW Creative is provided “as is” and without warranty of any kind.
- Partner may display ROW Creative on the Websites solely for the purpose of marketing and promoting the Service and any ROW brands permitted by ROW and by ROW Related Entities during the term of this Agreement, or until such time as ROW may, upon reasonable prior notice, instruct Partner to cease displaying the ROW Creative. Partner may not alter, amend, adapt or translate the ROW Creative without ROW’s prior written consent. Nothing contained in any ROW Creative will in any way be deemed a representation or warranty of ROW or of any of ROW Related Entity. The ROW Creative will at all times be the sole and exclusive property of ROW and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by ROW to make changes or modifications to the ROW Creative.
5.2. ROW Trademarks
During the term of this Agreement, ROW hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the ROW Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use ROW’s Trademarks only as permitted under this Agreement; (b) it will use the ROW Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by ROW in writing from time to time, including but not limited to the ROW Trademark Usage Guidelines; (c) the ROW Trademarks are and will remain the sole property of ROW; (d) nothing in this Agreement will confer in Partner any right of ownership in the ROW Trademarks and all use thereof by Partner will inure to the benefit of ROW; (e) Partner will not, now or in the future, apply for or contest the validity of any ROW Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any ROW Trademarks.
During the term of this Agreement, ROW hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the ROW Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use ROW’s Trademarks only as permitted under this Agreement; (b) it will use the ROW Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by ROW in writing from time to time, including but not limited to the ROW Trademark Usage Guidelines; (c) the ROW Trademarks are and will remain the sole property of ROW; (d) nothing in this Agreement will confer in Partner any right of ownership in the ROW Trademarks and all use thereof by Partner will inure to the benefit of ROW; (e) Partner will not, now or in the future, apply for or contest the validity of any ROW Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any ROW Trademarks.
Notwithstanding Section 5.2, Partners will not:
- use the ROW Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any Application or Theme), unless granted express written permission by ROW in advance of each use; or
- purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the ROW Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the ROW Trademarks.
5.4. Proprietary Rights of ROW
As between Partner and ROW, the ROW Creative, ROW Trademarks, all demographic and other information relating to Customers, prospective Partners and Partners, the Services, Customer Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of ROW or ROW Related Entities or otherwise related to the Service, ROW Partner Program, ROW or ROW Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “ROW Property”) will be and remain the sole and exclusive property of ROW. To the extent, if any, that ownership of any ROW Property does not automatically vest in ROW by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to ROW, upon the creation thereof, all rights, title and interest Partner may have in and to such ROW Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
6. Confidentiality
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“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between ROW and Partner, Customer Data and Customer Data is the Confidential Information of ROW.
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Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will 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.
7. Disclaimer of warranty
The ROW Partner Program, the Service, the ROW Trademarks, the ROW Creative, Ads (including delivery and related reporting) are provided “as-is”. ROW makes no warranties under this Agreement, and ROW expressly disclaims all warranties, express or implied, including, but not limited to non-infringement or fitness for a particular purpose. Without limiting the foregoing, ROW further disclaims all representations and warranties, express or implied, that the Service, the ROW Trademarks, the ROW Creative, satisfy all of Partner’s or Customer’s requirements and or will be uninterrupted, error-free or free from harmful components.
8. Limitation of Liability and Indemnification
ROW, and the ROW Related Entities, will have no liability with respect to the ROW Partner Program, the Service, the ROW Trademarks, the ROW Creative or ROW’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the ROW Trademarks, the ROW Creative, or Partner’s participation or inability to participate in the ROW Partner Program, even if ROW has been advised of the possibility of such damages. In any event, ROW’s, and the ROW Related Entities’, liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by ROW 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. The relationship between a Customer and a Partner is strictly between the Customer and the Partner, and neither ROW or the ROW Related Entities are obligated to intervene in any dispute arising between the Customer and the Partner. Under no circumstances will ROW, or the ROW Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Customer. These limitations will apply even if ROW or the ROW Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
Partner agrees to indemnify, defend and hold harmless ROW and any ROW Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to ROW and ROW Related Entities granted by Partner to any Customer, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Customer Agreement; (e) any third party claim that Partner’s products or services (f) Partner Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; and (h) Partner’s relationship with any Customer.
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defence if it so chooses, provided that Partner will control such defence and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 or 6 above, in addition to all other rights and remedies available to ROW under this Agreement and under applicable law, ROW will have the right to (a) immediately prohibit all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by ROW in connection with such violation, in accordance with the provisions of this Section 8.
9. General provisions
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 under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Customers and Partner, or as otherwise expressly stated in this Agreement, neither ROW or any ROW Related Entity is an agent, representative or related entity of the Partner. Neither ROW nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes ROW to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes ROW to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Customer and Partner. This Agreement will 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.
Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account; (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. Notice will be sent to the Partner at the address provided in the Partner Account, and to ROW at PO Box 752 Gisborne 4040 New Zealand.
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will 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 will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, 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 (including, but not limited to, any prior version of this Agreement). Neither ROW nor the Partner will 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 another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
9.7. Assignment
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. ROW will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without ROW’s prior written consent, to be given or withheld in ROW’s sole discretion.
This Agreement will be governed by and interpreted in accordance with the laws of New Zealand applicable therein, without regard to principles of conflicts of laws.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New Zealand with respect to any dispute or claim arising out of or in connection with this Agreement.
Partner and its affiliates covenant not to assert patent infringement claims against ROW, ROW Related Entities, or ROW products and services.
ROW is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that ROW does not use Partner’s Confidential Information in so doing.
If Partner provides any feedback (including identifying potential errors and improvements) to ROW concerning the Partner Program, the ROW Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to ROW all right, title, and interest in and to the Feedback, and ROW is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the ROW Creative or the Service and to create other products and services. ROW will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
From time to time, ROW may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which ROW will provide to Partner prior to Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of ROW and subject to the confidentiality provisions of this Agreement. ROW makes no representations or warranties that the Beta Services will function. ROW may discontinue the Beta Services at any time in its sole discretion. ROW will have no liability for any harm or damage arising out of or in connection with a Beta Service.
Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers’ acts or omissions in relation to Partner’s performance of the Agreement, and any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
- Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
- In addition, if Partner has access to Customer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner’s services to the Customer to whom the Customer Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Partner’s services to the Customer to whom the Customer Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) will notify ROW of any actual or suspected breach or compromise of Customer Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Customer Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to ROW, the ROW Related Entities, Customers; and (D) regularly communicate the progress of its investigation to ROW and cooperate to provide ROW with any additional requested information in a timely manner.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
Appendix
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STORE: The ROW Store operates using four order fulfilment methods. Please see the ROW Partner Order Guide.
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CLIENT PROJECTS: From time to time, ROW may approach a member of the Partner Program to independently contract to ROW for a client project. When this occurs, ROW will provide additional contract terms that relate to the project.