Partner Agreement And Terms Of Service
This hekadoc Partner Agreement (the “Agreement”) is made and entered into by and between hekadoc LLC (“hekadoc”), representing an owner of the product hekadoc, and the party submitting an application to become a hekadoc partner or having an accepted application (“Partner” or “you”).
The terms and conditions contained in this Agreement apply to your participation as an Partner in any partner program (“Partner Program”) for which Partner is approved by hekadoc.
Each Partner Program offer (an “Offer”) may be for any Partner Program offering by or through hekadoc, including but not limited to offerings described on a specific web site for a particular Offer (“Program Web Site”). Each Offer may have additional terms and conditions on the Program Web Site for that Partner Program. All such terms and conditions are incorporated as part of this Agreement, except to the extent they are the subject of a separate agreement required for participation as an Partner for that Program.
By submitting an application or participating as an Partner of hekadoc, you expressly consent to all the terms and conditions of this Agreement, and to the terms and conditions of any Partner Program in which you participate.
Application for the hekadoc partner program
You must submit an Partner Program application (“Application”) in order to be considered for selection as a hekadoc Partner. Only completed applications providing ALL requested information will be considered.
You must accurately complete the Application. You agree and understand that you must provide us with your true identity, physical address, phone number, and other contact information, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details.
You understand that you must update your Application in the future if the information you have provided changes or is updated. Any false or incorrect information, or a failure to update the Application, is cause for rejection of your Application, or if later discovered, the immediate termination of your Partner status without compensation.
After we review your application, we will notify you in due course of your acceptance or rejection as an Partner. We may accept or reject your application at our sole discretion for any reason.
By submitting an application to be considered as an Partner, you affirm and acknowledge that you have read this Agreement in its entirety, understand it, and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to be considered as an Partner.
Acceptance as an partner
Upon acceptance, Partner will be notified by email. The email may contain one or more Partner credentials (including an partner username, partner ID number, login password, partner URL, or the like). The acceptance email and Partner credentials may not be shared with any person outside the Partner’s organization.
Acceptance as a Hekadoc Partner does not assure your eligibility for every Partner Program or Offer by hekadoc. You understand that hekadoc reserves the right at any time to limit some Partner Programs or Offers to certain partners at its sole discretion (based e.g. on need, prior results or performance, experience, market size, compatibility of the Program with the Partner, or other criteria of hekadoc’s choosing).
Hekadoc will pay Partner for each Customer Acquired or Qualified Action (the “Commission”) as defined below.
Earned commissions (“Commissions Due”) shall be paid to Partner quarterly for commissions earned before the end of the prior month, provided:
- Partner has earned at least $100 (one hundred US dollars) in Commissions Due for the current period;
- Partner has made at least two sales since Acceptance;
- Hekadochas received any funds due and owing from the relevant Customer(s) for the current period; and,
- The refund period on the sales for which Commission apply has passed (currently 30 days).
Partner agrees that hekadoc shall only be liable for payment of commissions to the extent that hekadoc has received all funds due and owing from the relevant Customer(s) after the refund period has passed. You hereby release hekadoc from and agree to hold hekadoc harmless for any claim for Commissions otherwise due Partner to the extent hekadoc has not received all such funds from the relevant Customer(s).
For purposes herein “Customer Acquired” means a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any hekadoc Partner Program or Offer.
For purposes herein “Customer” means the recipient of a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any hekadoc Partner Program or Offer.
For purposes herein “Qualified Action” means an action taken by individual, natural person (“human”) who fulfills the criteria set forth in an hekadoc Partner Program or Offer where such actions are the result of sales or marketing or advertising activity of the Partner in accordance with this Agreement, and the specific terms and conditions of the Program or Offer.
For the sake of clarity and in addition to any specific terms or conditions set forth in a specific Program or Offer, a Qualified Action occurs when the person (i) accesses a Program Web Site or other URL via a Link, where the Link is the ‘last link’ used by that individual to access the Program Web Site or URL; and (ii) completes all of the information required for such action within the time period set forth in the Program or Offer.
A Qualified Action herein does not include any action (i) using the partners own link to purchase the product for their personal use; (ii) utilizing a computer-generated user, such as a robot, spider, computer script or other automated means; (iii) involving any artificial or fraudulent method to appear like an individual, natural person; (iv) using pre-populated fields; (v) that is not a bona fide expression of interest by an individual natural person or is solely intended to generate a commission (vi) is later determined by hekadoc to be fraudulent, incomplete, unqualified or a duplicate; or (vii) is obtained in violation of law, in violation of this Agreement, or in violation of any terms of conditions of the relevant Program or Offer. hekadoc reserves the right to change the attribution of a Commission at the request of a Customer. Such change shall be done within 30 days of the sale.
Chargebacks, offsets, holdbacks, and accounting
- a) Right to Chargebacks
Partner understands and agrees the hekadoc has the right to chargeback Partner’s account or otherwise adjust for any previously paid Commissions Due based on Customers and/or Qualified Actions that are later determined to have not met the requirements for Customers or Qualified Actions as set forth herein, or which were obtained contrary to the terms and conditions hereof (“Chargebacks”), or whose attribution was changed at a Customer’s request.
- b) Right to Offset
If Partner has any outstanding balance due to hekadoc under this Agreement or any other agreement between Partner and hekadoc, Partner expressly agrees that hekadoc shall have the right offset any Commissions Due payable to Partner by the amount owed hekadoc by Partner (“Offsets”) (whether or not related to Partner Program) at any time under this Agreement. hekadoc agrees to provide an accounting of any Offsets made based on this Section, including the source and amounts of such Offsets, in a statement provided to Partner hereunder.
- c) Right to Hold Back
Partner understands and agrees that any earned commissions prospectively due Partners having less than $100 (one hundred US dollars) in earned commissions will be held back (“Holdbacks”) until such time as the Commissions Due total at least $100. Partner also understands and agrees that hekadoc may hold a percentage of Commissions for a period of 90 days after the sale to ensure the ability to Offset (currently 10%).
- d) Accounting and Disputes
Hekadoc shall provide a periodic invoice (quarterly, unless otherwise specifically stated) on behalf of Partner for all commissions earned under this Agreement and shall remit any Commissions Due to Partner in accordance with the provisions hereof, subject to any Chargebacks, Offsets, and/or Holdbacks. Determinations of Partner’s earned commissions, based on Customers or Qualified Actions shall be made by hekadoc in its sole discretion, based on available data including cookies, tracking data, partner links, or the like. If the Partner agrees with the amounts set forth in an invoice or does not timely dispute the invoice, then Partner agrees that it irrevocably waives any claims for the period of time covered by that invoice.
In the event that Partner intends in good faith to dispute any portion of an invoice, Partner must submit that dispute to Hekadoc in writing within thirty (30) days of the date on the invoice (“Dispute”). Each Dispute shall set forth its own accounting, and the basis for Partner’s accounting or for any other disagreement with regard to the invoice, in sufficient detail for hekadoc to conduct a review. Partner shall include with each Dispute submitted any supporting evidence including Partner’s own tracking data with respect to Customers or Qualified Actions. If hekadoc’s and Partner’s accounting vary by more than 10% and Hekadoc reasonably determines that Partner has used generally accepted industry methods to track Customers or Qualified Actions, then Hekadoc and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then hekadoc‘s numbers shall govern.
Partner agrees that all information, data, and strategies in connection with the hekadoc Partner Program and any Offers in connection therewith are confidential, unless otherwise expressly provided in this Agreement or agreed in a writing signed by hekadoc. For purposes herein “Confidential Information” includes, but is not limited to all hekadoc business information, financial information, customer lists, vendor lists, pricing and sales information, customer or partner reviews, complaints, service or support issues, complaints, or as well as all information concerning hekadoc or any of our partners provided by or on behalf of any of them. “Confidential Information” does not include information that is generally known or available to the public in its entirety, or obtained through a third party who has independently discovered or developed such information and is under no duty not to disclose it.
Partner agrees to hold all Confidential Information strictly confidential and/or secret and to use its best efforts not to directly or indirectly disclose or reveal the Confidential Information to any third party. In no case shall Partner’s efforts fall below industry-accepted standards for confidentiality, or be less than a reasonable businessperson would use to protect Confidential Information of similar value and importance.
Partner agrees not to use the Confidential Information, directly or indirectly, for any purpose other than for participation in the Partner Program. Partner shall not, directly or indirectly, for the benefit of any person, use any information obtained in connection with the hekadoc Partner Program, including but not limited to Confidential Information, to create, develop, improve, or provide, any product or service that competes with the Partner Program.
Representation and warranties
hekadoc represents and warrants:
- that hekadocshall not knowingly and intentionally violate any law, regulation, or rule applicable to hekadoc‘s business operations or hekadoc‘s proprietary products or services;
- that the products and/or services offered in connection with the Partner Program and any Offers are legal products and services in hekadocjurisdiction; and
- that this Agreement is being entered with full intention to be bound by the mutual promises, terms, and conditions set forth herein.
- Partner represents and warrants:
- that Partner has read this Agreement and understands its covenants, obligations, duties, responsibilities, and rights hereunder and will comply therewith;
- that this Agreement constitutes Partner’s valid and binding agreement, and Partner fully intends to be bound by its terms; and that the person signing this Agreement has full legal capacity and authority to enter into this Agreement on behalf of Partner and to bind any business entity to its terms;
- that Partner’s Application has been truthfully completed and that all information provided therein is true to the best of Partner’s knowledge after a reasonable inquiry into the facts where needed;
- that Partner understands and will comply with the CAN-SPAM Act in connection with any email marketing;
- that Partner will comply with all applicable FTC rules and guidelines for its marketing or advertising efforts in connection with the Partner Program; that Partner will not use the hekadoc name or any of the trademarks or service marks (whether registered or unregistered) of hekadocin any manner that is not expressly authorized hereunder, or which will disparage or portray the name or marks in a negative or false light, or imply ownership, or endorsement of Partner; and
- that Partner will not engage in any conduct that violates the terms of this Agreement, or that constitutes or attempts to fraudulently or deceptively increase the earning of Partner under any Program or Offer.
Partner tools: creatives
For each Partner Program, hekadoc will provide the Partner with tools to assist Partner with success. Such tools may include graphic and textual links to a Program Web Site, copy, sample ads, model emails, and/or other creative materials (collectively, the “Creatives”) which you may display on web sites owned or controlled by you, in emails and other messages sent by you and clearly identified as coming from you, and in online advertisements (collectively, “Media”). The Creatives are solely for use by hekadoc Partners in connection with an Partner Program and will establish a link from your Media to the Program Web Site. The partner may be required to modify the Creatives to include the Partner’s specific information such as partner id or tracking information.
Partner shall be solely responsible for any errors or omissions in modifying or customizing the Creatives to incorporate Partner-specific information. Partner also accepts sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, Partner’s Media.
The use of the Creatives is subject to the Limited License provided herein.
Limited license and intellectual property
Subject to your acceptance as an Partner following review of your Application, hekadoc hereby grants you a nonexclusive and nontransferable right to use the Creatives and to access Program Web Site through the Creatives solely in accordance with the terms of this Agreement. Such rights do not include any right to sublicense and are fully revocable without notice at the discretion of hekadoc. The foregoing license is for the sole purpose of participation in the hekadoc Partner Program and assisting in increasing Partner sales through the connection between the Media and the Program Web Site.
You may not alter, modify, manipulate or create derivative works of the Creatives or any hekadoc graphics, creative, copy or other materials owned by, or licensed to, hekadoc in any way without the express written permission. Use of the Creatives under this license is strictly limited to Partners in good standing with the Partner Program.
Nothing in this Agreement grants you any rights other than those expressly provided in this section to any of hekadoc‘s intellectual property including but not limited to trademarks, service marks, copyrights, patents or trade secrets.
Terms and conditions for use of creatives
In using the Creatives, Partner shall ensure that all materials posted on your Media or otherwise used in connection with the Partner Program:
(i) are not illegal nor used in connection with any illegal material;
(ii) do not contain or link to any material which a reasonably prudent business person would consider harmful, threatening, defamatory, obscene, sexually explicit, harassing, or promoting violence:
(iii) do not contain or link to material that promotes discrimination (whether based religion, race, ethnicity, nationality, disability, age, gender, or sexual orientation);
(iv) do not promote illegal activities (such as gambling, or illegal drugs);
(v) does not contain materials that hekadoc has deemed objectionable, which are prohibited under the terms of any hekadoc Partner Program or Offer, or which hekadoc informs you that it considers objectionable (collectively, “Objectionable Content”) and
(vi) do not infringe on the intellectual property or related rights of any third party including moral rights, and rights of attribution.
(vii) while deploying paid ads, do not bid on keywords including any of our trademarked brands or domain names, with the following exceptions:
- The partner is bidding solely in a foreign language, NOT English.
- The partner has first received written consent from Hekadoc to bid.
Terms and conditions for partner advertising and marketing; miscellaneous advertising provisions
Partner shall not make any representations or other statements concerning hekadoc any hekadoc product or service, except as expressly authorized herein, or under a Program or Offer.
Partner acknowledges that hekadoc retains all rights in any Program Web Site or related material, including domain names. Partner’s Media may not copy or substantially or confusingly resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed to any extent by hekadoc or constitutes an official part or extension of the Program Web Site, without prior written permission from hekadoc. The partner should consider hekadoc and its trademarks and service marks when securing domain names. Partners should obtain permission in writing if there is any question as to whether a particular domain name may infringe hekadoc’s rights, or may be construed as an implied endorsement. Do not jeopardize your status as an partner!
Partners shall also prominently post and make available to end-users any terms and conditions consistent with those in the Offer as set forth by hekadoc, or as required by applicable laws regarding such Offers.
Partner shall not place ads related to any hekadoc products or services on any online auction platform (i.e. eBay, Amazon, etc). Creatives may not appear to be associated with or be positioned in/on chat rooms or bulletin boards unless otherwise agreed by hekadoc in writing.
Partner at all times has sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, your Media.
Partner must comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) applicable laws, regulations, and rules controlling your business, your Media or your use of the Creatives, and (iii) the terms, conditions, guidelines, and policies of any third-party services used by Partner in connection with the Partner Program, including but not limited to, email providers, video services, social networking services and advertising networks.
Pop-ups/unders used for the Partner Program shall be clearly identified as Partner served in the title bar of the window.
If Partner uses any client-side ad serving software in connection with the hekadoc Partner Program, such software shall only have been installed on an end user’s computer if, prior to the installation, the function of the software is clearly disclosed to end-users, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement (“EULA”), and the software be easily removed according to generally accepted methods without out any functionality or code remaining.
Term and termination
This Agreement shall commence on the date hekadoc notifies you of its approval of your Partner Program application and shall continue thereafter until terminated as provided herein.
Your termination is effective upon notifying hekadoc in writing. You should remove all Creatives from your Media, and delete all copies of the Creatives. Your license to use the Creatives and other rights terminate upon termination of this agreement. Hekadoc may terminate this Agreement in full (“Termination”), or in part (i.e. solely with respect to your participation as an Partner in one or more Programs or Offers) (“Termination-in-Part”) at any time and for any reason which we deem appropriate with or without prior notice to you by disabling any Partner-specific aspects of the Creatives, Partner-specific tracking devices, links, cookies, pixels, or the like, blocking your Partner access to a Program Web Site or Creatives for such Program, or by providing you with written notice. For the sake of clarity, hekadoc’s Termination of this Agreement ends your Partner status for all Programs and Offers. Termination-in-Part and/or refusal to include you as an partner for any specific Programs or Offers does not automatically terminate this Agreement with respect to other Programs or Offers. Termination-in-Part of your status as an Partner for one or more Programs or Offers will only impact your rights with respect to the Program(s) and/or Offer(s) you are not eligible to be an Partner for.
Upon Termination of your Partner status for any reason, you will immediately cease all use of Creatives, and all hekadoc intellectual property, and will delete all copies of any Creatives and any materials which embody Confidential Information without retaining a copy. You must cease representing yourself as a hekadoc Partner for such one or more Offers. Upon Termination-in-Part, the foregoing provisions apply only with respect to the Programs or Offers for which your Partner status has been terminated.
Partner’s rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive Termination or Termination-in-Part.
Remedies for material breaches
In addition to any other rights and remedies available under this Agreement, hekadoc reserves the right to disregard any actions obtained through Partner’s efforts and to deny, withhold, and/or freeze any unpaid Commissions Due, and/or charge back any and all amounts paid to your account if (i) hekadoc determines that you have violated this Agreement in manner that constitutes a material breach including by unfairly gaining an advantage over other partners, or by misleading or confusing or potentially misleading or confusing any customer or potential customer with respect to any Program or Offer; (ii) hekadoc receives any complaints about your participation in the Partner Program which hekadoc reasonably believes to violate this Agreement in a way that constitutes a material breach or which unfairly provided an advantage to you, or resulted in payments hereunder that are contrary to the terms and conditions herein, or that are specific to any Program or Offer; or (iii) any payments made to you hereunder are later determined to have been the result of advertising or actions that did not meet the requirements set forth in this Agreement or on the Partner Program or Offer.
Such withholding or freezing of Commissions Due, or chargebacks for payments made, may be without regard as to whether or not such Commissions were earned directly or indirectly as a result of such breach. In the event of a material breach of this Agreement, hekadoc reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities it deems useful or any third party that has been or claims to have been damaged by your actions.
Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Partner Program must include a compliant and functioning opt-out link. Hekadoc reserves to right to pre-approve all email communications with respect to the Programs or Offers. The partner may at any time request pre-approval of a mailing piece. From time to time, hekadoc may request, and you agree to promptly provide a copy of the final version of any email(s) before sending the same to third parties. Upon receipt, hekadoc will in a reasonable time review the email(s) and notify you of its approval or rejection. Upon receiving written approval of your email from hekadoc the email may be transmitted to third parties.
You understand and agree not to rely upon hekadoc‘s approval of your email for compliance with the CAN-SPAM Act, or assert any claim that you are in compliance with the Act based upon hekadoc‘s approval of your email. It is and remains solely your obligation to ensure that each email you send as an Partner complies with the requirements of the Act.
Fraud, fraudulent, misleading, or confusing practices
Partners are expressly prohibited from using any persons, means, devices or arrangements to commit actual fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Creatives or the generation of earned commissions, or overstep or exceed your rights in any way as an Partner. Also prohibited are fraudulent practices, misleading tactics, or tactics intended to or causing confusion. The foregoing prohibitions include, but are not limited to, using automation to distort results or appearances including clicks (e.g., automated means to increase the number of clicks, or completion of any required information) with or without the use of the Creatives, using spyware, malware, using steal-ware, cookie-stuffing, and other deceptive acts, and any form of click-fraud. Hekadoc shall make all determinations about fraud, fraudulent activity, and misleading or confusing practices and tactics in its sole discretion and such decision shall be final.
Partner hereby agrees to indemnify, defend and hold harmless hekadoc and its subsidiaries, partners, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising from, based on, or in connection with (i) breach of this Agreement by Partner, including breach of any representation, warranty, covenant, restriction or obligation made by Partner herein; (ii) any misuse by Partner, or by a party under the reasonable control of Partner or obtaining access through Partner, of the Creatives, Programs, Offers, or Hekadoc’s intellectual property; (iii) any claim related to Partner’s Media, including but not limited to, the content contained on such Media (except for the Creatives); and (iv) any misuse or breach of the covenants of Section 5 herein, resulting directly or indirectly through an act or omission by Partner with respect to the Confidential Information.
Hekadoc hereby agrees to indemnify, defend and hold harmless Partner and its subsidiaries, partners, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based solely on a claim that hekadoc is not authorized to provide you with the Creatives, or that your use of the Creatives violates a third party’s rights.
Any modification to this Agreement is required to be in a writing signed by the parties except as expressly provided herein.
Hekadoc shall have the right to modify the terms and conditions of this Agreement at any time by providing Partner with notification of the proposed changes by email at Partner’s email address, provided such changes do not alter hekadoc’s obligation to Partner with respect to any past financial obligation including but not limited to calculation of or payment of Commissions Due. Any such changes will become effective ten (10) business days after such notice.
If the proposed modifications are unacceptable to you, you may terminate this Agreement without penalty within the ten (10) business day period after a change notice has been sent. Continued participation in the Partner Program thereafter will constitute your acceptance of such change.
Hekadoc may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from hekadoc to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.
THE PARTNER PROGRAM AND CREATIVES, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER “AS IS”.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, HEKADOC EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
HEKADOC DOES NOT WARRANT THAT THE PARTNER PROGRAM OR CREATIVES WILL MEET PARTNER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PARTNER PROGRAM OR CREATIVES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED.
HEKADOC EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY PROVIDER NOT UNDER THE CONTROL OF HEKADOC, AND THEIR PRODUCTS OR SERVICES.
PARTNER UNDERSTANDS AND AGREES THAT HEKADOC DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS AND ATTESTS THAT NO REPRESENTATIONS OR CLAIMS WITH RESPECT TO EARNING HAVE BEEN MADE.
Limitation of liability; force majeure
IN NO EVENT WILL HEKADOC BE LIABLE UNDER ANY THEORY OF LAW FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT HEKADOC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
IN NO EVENT SHALL HEKADOC BE LIABLE FOR ANY FORCE MAJEURE INCLUDING BUT NOT LIMITED TO ANY UNEXPECTED DELAYS OR UNAVAILABILITY OR INOPERABILITY OF THE CREATIVES INCLUDING PARTNER SPECIFIC LINKS OR OTHER TRACKING MEANS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, OR DAMAGE OF ANY KIND WHETHER DUE TO WEATHER, POWER OUTAGES, LABOR DISPUTES, INTERNET SERVICE DISRUPTIONS OF ANY TYPE, EQUIPMENT FAILURE, BUSINESS FAILURE OR BANKRUPTCY OR THE LIKE OF A SERVICE PROVIDER OR VENDOR, CIVIL UNREST, TERRORISM OR ACTS OF WAR, ACTS OF GOD, OR OTHER DISRUPTIONS OF ANY KIND BEYOND THE REASONABLE CONTROL OF HEKADOC OR WHICH RENDERS HEKADOCS PROVISION OF SERVICES OR COMPLETION OF ANY OTHER OBLIGATION HEREUNDER COMMERCIALLY IMPRACTICAL.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT HEKADOC’S CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION UNDER ANY THEORIES OF LIABILITY, IS LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY HEKADOC IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating as an Partner with hekadoc and for each Program or Offer. You affirmatively state that you have not and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.
Governing law & miscellaneous
This Agreement contains the entire agreement between hekadoc and Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.
Partner shall be responsible for the payment of all attorneys’ fees and expenses incurred by hekadoc to enforce the terms of this Agreement.
The partner may not assign all or any part of this Agreement without hekadoc‘s prior written consent. Hekadoc may assign its rights and/or obligation under this Agreement at any time without notice to Partner. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
The provisions of Sections 1, 5, 8, 11, 15, 17, and 18, and any accrued payment obligations under Section 3, and subject to the provisions of Sections 4 shall survive the termination of this Agreement.
Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties.
If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights.
This Agreement shall be governed by the laws of California without consideration of any conflict of laws provisions. Partner hereby consents to personal jurisdiction in a court of the State of California, in the County of San Diego, which shall be the sole jurisdiction for resolving any disputes hereunder notwithstanding any claims regarding lack of personal jurisdiction or inconvenience of the forum, which are hereby waived.
Except to the extent prohibited by law, you agree that all disputes between You and hekadoc regarding this EULA shall be resolved solely by confidential binding arbitration conducted in accordance with the American Arbitration Association’s (or comparable independent arbitration organization) commercial arbitration rules. All arbitration shall be held in San Diego, California, USA unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without a reasonable basis in law or fact, in which case costs and attorney’s fees may be awarded to the prevailing party. All your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties (including other partners), except as agreed upon in a writing signed by hekadoc.
Notwithstanding the foregoing paragraph, disputes over the indemnification clause of Section 15, and any violations of paragraph 5 hereof may be adjudicated in a court in San Diego County, California.
Last updated on January 31, 2021.