1. Acknowledgement And Acceptance
Of This Agreement LIVE PUBLICATIONS which sells a range of digital
publishing products and services. LIVE PUBLICATIONS
intends to supply Products and Services to Company’s
through the RESELLER Manager. It is the purpose of this
RESELLER Manager Agreement to define the terms of this
arrangement.
You and or your Company (collectively, the "Company")
wishes to use the RESELLER Manager for the issuance
of Products & Services named in this Agreement for
use by the Company. Said Products and Services are those
set-out and described on web pages on the LIVE PUBLICATIONS
web site (www.LivePublications.com).
The Products and Service being provided to you under
the terms and conditions of this Agreement and any operating
rules, policies, and procedures as published from time
to time on the LIVE PUBLICATIONS web-site by LIVE PUBLICATIONS
and as such may be changed in the future as contemplated
in Clause 3 below (collectively, the "Rules").
Such provisions are deemed to be incorporated by reference.
By registering to use the LIVE PUBLICATIONS RESELLER
Manager, you are indicating your agreement to be bound
by all of the terms and conditions of the Rules. If
you do not accept all of these Rules, do not register
to use the LIVE PUBLICATIONS RESELLER Manager.
2. Registration A. In order to use the LIVE PUBLICATIONS RESELLER
Manager, you must:
(a) Provide certain current, complete, and accurate
information about the Company.
(b) Maintain and update such registration information
and provide LIVE PUBLICATIONS with any other information
requested after registration ("Registration Data")
so that such information remains current, complete and
accurate. LIVE PUBLICATIONS shall notify you if you
have been accepted and registered for use of the LIVE
PUBLICATIONS RESELLER Manager. If any Registration Data
that you provide is untrue, inaccurate, not current
or incomplete, LIVE PUBLICATIONS retains the right to
terminate this Agreement. At its sole discretion LIVE
PUBLICATIONS may refuse to allow anyone to use the LIVE
PUBLICATIONS RESELLER Manager without the need to give
any reason and may change its criteria at any time.
3. Amendments To Rules A. Same as in 3.B below, LIVE PUBLICATIONS may
change the Rules from time to time. Upon any such change,
LIVE PUBLICATIONS will post the amended Rules on the
LIVE PUBLICATIONS web site and notify you that the Rules
have been changed. The amended Rules shall automatically
become effective immediately after they are initially
posted on the LIVE PUBLICATIONS web site and any use
of the Product or Service after such date shall be subject
to the amended Rules. The Rules may not otherwise be
amended, except in writing signed by both parties. By
continuing to use the LIVE PUBLICATIONS RESELLER Manager
after the posting of the amended Rules on the LIVE PUBLICATIONS
web site constitutes your acknowledgement of the Rules
and its modifications and agreement to abide by and
be bound by the Rules, as amended.
B. For the avoidance of doubt, the parts of this agreement
relating to the term of this agreement and the dates
and periods for which you are to use the LIVE PUBLICATIONS
RESELLER Manager may not be altered without the prior
written agreement of both parties.
4. Modifications To Products
& Services A. LIVE PUBLICATIONS reserves the right, without
liability, to modify or discontinue any part of the
Products and Services, temporarily or permanently. LIVE
PUBLICATIONS shall give you the maximum amount of notice
of such modification or discontinuance as is practical
in the circumstances. Such notice will be made by LIVE
PUBLICATIONS posting the changes on the LIVE PUBLICATIONS
web site.
B. LIVE PUBLICATIONS reserves the right to alter pricing
of the Products and Services, temporarily or permanently.
LIVE PUBLICATIONS shall give you the maximum amount
of notice of such modification as is practical in the
circumstances. Such notice will be made by LIVE PUBLICATIONS
posting the changes on the LIVE PUBLICATIONS web site.
5. Reseller Manager Account A. You will be given a unique RESELLER Manager
Account from LIVE PUBLICATIONS. You will use the Account
to purchase Products and Services for use by the Company.
6. License A. Subject to the terms of these Rules, LIVE
PUBLICATIONS hereby grants you a non-exclusive, non-transferable,
non-sub licensable, royalty-free license for the term
of these Rules to display LIVE PUBLICATIONS trade marks,
service marks, logos, search boxes, search results,
graphics, buttons, banners, link code, HTML, JavaScript,
Flash or business names currently used or which may
be developed (the "LIVE PUBLICATIONS Marks")
solely in connection with your use of the LIVE PUBLICATIONS
RESELLER Manager under these Rules.
B. You acknowledge that LIVE PUBLICATIONS owns and shall
retain all rights, title and interest in the LIVE PUBLICATIONS
Marks. The goodwill associated with the use of the same
shall inure solely to the benefit of LIVE PUBLICATIONS.
7. Payment A. The Company will purchase a fixed number of
Products and Services at a price defined on the LIVE
PUBLICATIONS web site RESELLER Manager section. Payment
is made for these purchases at the time of purchase,
and Products will not be issued without full payment
being received.
B. For avoidance of doubt, the Company may only purchase
Products and Services through the RESELLER Manager for
sole use by the Company. The Company agrees only to
apply for LIVE PUBLICATIONS RESELLER Manager Products
or services to be used on Domain Names which are the
legal property of the Company and in the case of Secure
Email Certificates, approved by LIVE PUBLICATIONS. Any
application for a product or service to be used on a
Domain Name which is not the legal property of the Company
will be a breach of this contract.
C. Any monies deposited into account for purpose of
purchasing LIVE PUBLICATIONS products and services through
the LIVE PUBLICATIONS reseller program will not be refunded
at anytime for any reason, If you intend to cancel this
agreement you must first deplete remaining funds within
your account.
D. Any accounts which are left dormant for a period
of more than 1 year with no activity will be cancelled
and considered forfitted.
8. Marketing A. LIVE PUBLICATIONS hereby grants you a non-exclusive,
non-transferable, non-sub licensable, royalty-free worldwide
license for the term of these Rules to use LIVE PUBLICATIONS
trade marks, service marks, logos, domain names, URL's,
search results, graphics, buttons, banners, or business
names currently used or which may be developed (the
"LIVE PUBLICATIONS Marketing Marks") on your
web site and within company brochures/media pack, at
trade shows and in corporate literature for the purpose
of promoting this agreement. You acknowledge that LIVE
PUBLICATIONS owns and shall retain all right, title
and interest in the LIVE PUBLICATIONS Marketing Marks.
The goodwill associated with the use of the same shall
inure solely to the benefit of LIVE PUBLICATIONS. If
the Company wishes to use the LIVE PUBLICATIONS Marketing
Marks in other forms of marketing materials, prior consent
from LIVE PUBLICATIONS must be sought.
9. Proprietary Rights A. You agree and acknowledge that all rights,
title and interest whatsoever in the LIVE PUBLICATIONS
Marks and LIVE PUBLICATIONS Marketing Marks (collectively,
the "LIVE PUBLICATIONS Company Marks") are
owned exclusively by LIVE PUBLICATIONS and/or its licensors,
and that no right is granted to you other than the license
granted in this Clause 6.
B. All goodwill or reputation in the LIVE PUBLICATIONS
Company Marks that arises as a result of you using the
LIVE PUBLICATIONS RESELLER Manager shall automatically
vest in LIVE PUBLICATIONS. During the term of these
Rules, you shall not, in any jurisdiction, adopt, use,
or register, or apply for registration of, any LIVE
PUBLICATIONS Mark, or any word or symbol, or any combination
confusingly similar to any of the LIVE PUBLICATIONS
Company Marks.
10. Rules Of Conduct A. The Company is Solely Responsible for Conduct.
You agree that you are solely responsible for the development,
maintenance, operation and content of your Site.
B. No Illegal or Deceptive Acts. You agree:
1. to abide by all applicable laws and regulations in
your use of the Service including, without limitation,
the Data Protection Acts 1984 and 1998;
2. Not to impersonate any person or entity or falsely
state or otherwise misrepresent your affiliation with
a person or entity;
3. Not to use the Service for illegal or immoral purposes;
4. To comply with all regulations, policies and procedures
of networks connected to the Service; and
5. Not to use the LIVE PUBLICATIONS Company Marks in
any way that implies endorsement by LIVE PUBLICATIONS
of products or services other than those provided by
LIVE PUBLICATIONS.
C. Unsuitable Material. You agree:
1. not to post, promote or transmit through the Service
any unlawful, harassing, libelous, abusive, threatening,
harmful, vulgar, obscene, hateful, racially, ethnically
or otherwise objectionable material of any kind or nature;
2. Not to transmit or post any material that encourages
conduct that could constitute a criminal offence, give
rise to civil liability or otherwise violate any applicable
laws or regulations;
3. not to interfere with any advertiser's or consumer's
use and enjoyment of the LIVE PUBLICATIONS site, or
engage in surveys, contests, chain letters or post or
transmit "junk mail", "spam", "chain
letters", or unsolicited mass distribution of email;
4. that LIVE PUBLICATIONS neither endorses the content
of any advertiser or advertisers communications, postings
or data nor assumes any responsibility for any threatening,
libelous, obscene, harassing or offensive material contained
in such materials, or any crime facilitated by use of
the LIVE PUBLICATIONS web-site; and
5. Not to use the Service in such a way that may diminish
or damage LIVE PUBLICATIONS goodwill (including the
goodwill in any LIVE PUBLICATIONS Company Marks), including
without limitation, the placement of any of the LIVE
PUBLICATIONS Company Marks on a Site that is associated
with (without limitation) pornography, crime, defamation
or copyright infringement.
D. System Integrity. You agree:
1. not to upload or distribute in any way files that
contain viruses, corrupted files, or any other similar
software or programs that may damage the operation of
another's computer;
2. Not to interfere or disrupt networks connected to
the Service;
3. Not to use any device, software or routine or attempt
to interfere with the proper functioning of the LIVE
PUBLICATIONS site or any transactions being offered
at the LIVE PUBLICATIONS web-site;
4. Not to modify the LIVE PUBLICATIONS Company Marks;
and
5. Not to take any action that imposes an unreasonable
or disproportionately large load on LIVE PUBLICATIONS
infrastructure.
E. Copyright Infringement. In the event that you post
or make accessible communications or other materials
that infringe the copyright of a third party, LIVE PUBLICATIONS
may terminate your access to the Service.
11. Warranties A. You represent and warrant that you’re
Site:
(I) does not violate any law or regulation;
(II) Does not infringe in any manner any copyright,
patent, trade mark, trade secret or other intellectual
property right of any third party;
(III) does not breach any duty toward or rights of any
person or entity or has not otherwise resulted in any
consumer fraud, product liability, tort, breach of contract,
injury, damage or harm of any kind to any person or
entity;
(IV) is not false or misleading; and/or
(V) is neither defamatory, libelous, slanderous nor
threatening.
B. You represent and warrant that you have sufficient
authority to enter into these Rules. You represent and
warrant that you’re Site and use of the Service
meets the standards of Clause 9 above.
C. While LIVE PUBLICATIONS strives to ensure the highest
quality of service to the users of the RESELLER Manager,
LIVE PUBLICATIONS cannot guarantee that the Service
will meet your requirements, or that the Service will
be uninterrupted, timely, secure, or error free.
12. Limitation Of Liability A. LIVE PUBLICATIONS shall not be liable for
any damages for loss of profits, use, data or other
intangible property or any indirect, incidental or consequential
damages whatsoever, resulting from the use or the inability
to use the Products and Services or resulting from unauthorized
access to, deletion or alteration of your transmissions
or data or failure to store your transmissions or data,
even if LIVE PUBLICATIONS has been advised of the possibility
of such damages.
B. LIVE PUBLICATIONS shall not be liable to you for
any failure by you to install and implement any part
of the Service on your Site or any failure by you to
maintain your Site.
C. LIVE PUBLICATIONS shall not be liable for any delay
or failure to perform due to government restriction,
strikes, war, any natural disaster or any other condition
beyond LIVE PUBLICATIONS reasonable control.
D. LIVE PUBLICATIONS liability to you in any circumstances
is limited to the fees or commissions paid to you by
LIVE PUBLICATIONS in respect of the Products and Services
in the calendar year before the cause of action to which
the dispute pertains arises.
E. Nothing in these Rules shall limit LIVE PUBLICATIONS
liability for death or personal injury caused by its
own negligence or for its fraudulent misstatement.
13. Indemnification A. You agree to indemnify, defend and hold harmless
LIVE PUBLICATIONS, its parents, subsidiaries, affiliates,
officers and employees, against all liabilities, claims
and expenses that may arise from any breach of these
Rules by you.
B. LIVE PUBLICATIONS agrees to indemnify, defend and
hold harmless the Company, its parents, subsidiaries,
affiliates, officers and employees, against all liabilities,
claims and expenses that may arise from any breach of
these Rules by LIVE PUBLICATIONS.
14. Confidentiality A. You agree that any information relating to
or disclosed by LIVE PUBLICATIONS to you for the duration
of the term and for a period of five (5) years thereafter,
including but not limited to, the material terms of
these Rules, information about the LIVE PUBLICATIONS
Products and Services and technical formulas and processes,
product designs, audit results, sales, cost and other
unpublished financial information, product and business
plans, projections, and marketing and promotional data,
shall be treated as confidential or proprietary by LIVE
PUBLICATIONS ("Confidential Material"). You
agree (I) not to disclose any Confidential Material
to any third parties; (II) not to use any Confidential
Material for any purposes except to carry out your rights
and responsibilities under these Rules; (III) to administer
and protect Confidential Material with the same degree
of care used to administer and protect your own confidential
material.
15. Termination & Effect A. Term. Subject to the provisions of these Rules,
the initial term of these Rules is 24 (twenty-four)
months, and these Rules shall continue thereafter unless
terminated by either party serving 90 (ninety) days'
notice on the other party on or after the initial term.
B. Termination by Either party. Either party, at its
sole discretion, may terminate this agreement:
1. Immediately if the other party has breached these
Rules and such breach is not capable of remedy or, if
capable of remedy, within 5 days of providing notice
of such breach, said breach remains unresolved; or
2. Immediately if the other party become insolvent for
the purposes of the Insolvency Act 1986.
C. Termination by Company. Company may terminate this
Agreement:
D. Termination by Both Parties. This agreement may be
terminated with immediate effect if agreed, in writing,
by both parties.
E. Upon Termination. Upon termination of the Service,
your right to use the Service immediately ceases and
you acknowledge and agree to cease use of the LIVE PUBLICATIONS
Marks and that LIVE PUBLICATIONS may bar any further
access to the Service. LIVE PUBLICATIONS shall not be
liable to you or any third party for termination of
your Membership in accordance with these Rules.
16. Notices A. All notices to a party shall be in writing
and shall be made via email to livesupport@LivePublications.com
for notices to LIVE PUBLICATIONS, or to the email address
that you provide to LIVE PUBLICATIONS as part of the
Registration Data for notices to you, or such other
address as either party may specify in accordance with
this Clause. Notice shall be deemed given 48 (forty-eight)
hours after the email is sent, unless the sending party
is notified that the email has not been received.
17. General A. In the event that any provision of these Rules
shall, in whole or in part, be determined to be invalid,
unenforceable or void for any reason, such provisions
shall be severed and the remainder of these Rules shall
continue in full force and effect. LIVE PUBLICATIONS
failure to act with respect to a breach by you or others
does not waive its right to act with respect to subsequent
or similar breaches. These Rules shall be governed by
and construed in accordance with the laws of the United
States of America and shall be subject to the exclusive
jurisdiction of the United States courts. These Rules
and any modifications hereto constitute the entire agreement
between the parties with regard to the subject matter
hereof and supersede all prior understandings, arrangements
and agreements, whether written or oral, as to such
subject matter (except for fraudulent misrepresentations).
LIVE PUBLICATIONS reserves the right to assign or sub-contract
any or all of its rights and obligations under these
Rules. You shall not, without LIVE PUBLICATIONS prior
written consent, assign any interest hereunder.
18. Relationship Of Parties
A. You and we are independent contractors and nothing
in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative or
employment relationship between the parties or our respective
affiliates. You will not make any statement or representation,
whether on your site or otherwise, that you are connected
or affiliated with LIVE PUBLICATIONS other than for
the purpose of this agreement.
19. Responsibility For Your
Site
A. You will be solely responsible for the development,
operation and maintenance of your web site and for all
materials that appear on your site (this include the
technical operation of your site and all related equipment;
creating and hosting you site, establishing links using
the special code supplied by us. You will also be responsible
for ensuring that your site does not breach or infringe
upon the rights of any third party and for ensuring
materials posted on your site are not illegal or defamatory.
LIVE PUBLICATIONS disclaims ALL liability for these
matters and you agree to indemnify and hold us and our
affiliates harmless from all claims, damages and expenses
(including, without limitation, legal fees) relating
to the development, operation, maintenance and content
of your site.
Amendments
These rules were last revised on January 10, 2007
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