Partner Terms

WEBX IS ONLY WILLING TO ENTER INTO THE PROPOSED PARTNERSHIP WITH YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND REMEDIES.

The following agreement (“Agreement”) is entered into between you (“Partner” or “you”) and Webx Ecommerce (“Webx Ecommerce”, “Webx”, “we” or “us”) and is made effective on the date of electronic acceptance. This agreement sets forth the terms and conditions that govern the Partner relationship, and your use of Webx website (collectively, the “Program”), and is in addition to and not in lieu of any specific terms and conditions that apply to your purchase of a particular product or service.

Your electronic acceptance and/or participation in the Program signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website and that by such acceptance and/or participation in the Program you agree that any previous agreements between you and Webx will be terminated and superseded by this Agreement. You acknowledge and agree that this Agreement and your participation in the Program is not accepted by Webx unless and until you receive email confirmation from Webx.

Webx, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of

(i) our email notification to you advising you of such changes or modifications
(ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Last Revised” date at the bottom of this page or
(iii) your continued participation in the Program after Webx posts the amended Agreement to www.webx.pk

1. Partner Responsibilities

   Unless otherwise expressly agreed to by Webx, as between Webx and Partner, Partner is solely responsible for all aspects of the development, operation, and maintenance of its website, its product and service offerings, and all related materials, including, but not limited to, customer service and support, order entry, payment processing and technical operations of its website and product and service offerings and all related equipment, and the accuracy and propriety of related materials. Additionally, Partner shall
   1. conduct all activities hereunder in accordance with the highest industry standards and in compliance with all applicable laws, rules, regulations and directives, including, but not limited to, those relating to e-mail marketing and “spamming”;
   2. not engage in any e-mail or other marketing or promotion with respect to Webx without the prior written consent of Webx in each instance
   3. not engage in any fax, broadcast, telemarketing or any other similar marketing methods with respect to Webx, online or offline, without the prior written consent of Webx in each instance,
   4. not use any “malware” or “spyware” (including, but not limited to, pop-up banners that hide banners that are displayed on a web site, icons placed beside keywords found in text that if clicked will take the visitor to another website, or other similar practices or techniques) or use any other aggressive advertising or marketing methods in any dealings relating to Webx,
   5. except as approved by Webx in writing, not bid on keywords that are Webx trademarks such as Webx, Webx Ecommerce, Webx.pk or any misspellings or similar alterations thereof or any other name, mark or other identifier used by Webx – be it separately or in combination with other keywords –in pay-per-click (PPC) campaigns,
   6. not use “Webx”, “Webx Ecommerce” or any misspellings or similar alterations thereof or any other name, mark or other identifier used by Webx in its domain name, including any sub-domains,
   7. not make any false, misleading or disparaging representations or statements with respect to Webx;
   8. not engage in any other practices which may affect adversely the credibility or reputation of Webx, including but not limited to, using any website in any manner, or having any content on any website, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or that violates any intellectual property or other proprietary rights of any third party;
   9. comply with all marking requirements, including but not limited to patent, copyright, trademark, and confidentiality notices, issued by Webx from time to time;
   10. ensure that its personnel are knowledgeable regarding the proper demonstration, use, and sale of the Webx products or services associated with the relevant Program(s) as well as the relevant specifications, features and advantages of such products and services, and that its personnel comply with any quality standards regarding sales, service, and support that Webx may make available to Partner from time to time;
   11. refrain from, and refrain from allowing or authorizing others to discover or attempt to discover any otherwise confidential or concealed portion of Webx’s products or services by any means whatsoever, including without limitation any attempt to reverse engineer, reverse compile, disassemble, other than in a manner specifically allowed by applicable law notwithstanding any contractual restriction;
   12. immediately forward to Webx all information concerning any complaints, suspected defects, loss or damage claims, or security problems that may come to Partner’s attention related to Webx, the Program, or Partner’s participation in the Program; and
   13. not engage in any marketing or promotional activity related to Webx in any unauthorized area, location, territory or jurisdiction, as defined by Webx, in its sole discretion, from time to time. Partner shall not represent themselves, their employees, or agents as “Webx Experts” or as being in anyway endorsed, authorized or affiliated with Webx except as expressly agreed by Webx in writing, with such permission being revocable at any time at Webx sole option.
       
       

2. Trademarks and Other Intellectual Property

   During the term of this Agreement, each party grants to the other party a limited, non-exclusive, non-transferable, revocable right to display its marks and logos solely to market and promote the relationship contemplated by this Agreement. Either party may revoke the foregoing license at any time by giving the other party written notice, such rights to be terminated in their entirety upon receipt of notice. Unless revoked sooner in accordance with the immediately preceding sentence, the foregoing license terminates automatically upon the effective date of the expiration or termination of this Agreement. Nothing in this Agreement confers in it any right of ownership in any marks or logos of the other party and all use thereof inures to the benefit of such other party (or its licensors). All software, websites, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, information or materials and any additional intellectual or other property developed by or on behalf of Webx in connection with the Program(s), together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein or appurtenant thereto shall, as between Webx and Partner, be and remain the sole and exclusive property of Webx.
   
   

3. Term & Termination

   The term of this Agreement begins on the Effective Date and ends immediately when terminated by either party in accordance with the provisions of this Section. Unless otherwise expressly provided in the applicable Exhibit, either party may terminate this Agreement for any reason by providing the other party with 7 days prior notice. In the event of a material breach of this Agreement, Webx may terminate this Agreement immediately upon notice to Partner. Upon termination
   
   1. all rights granted to Partner hereunder immediately cease upon termination,
   2. each party must promptly remove all links to one another’s websites and cease using all marketing materials, confidential information and any other information or materials belonging to the other party or otherwise related to the Program, and
   3. Webx may take any and all actions necessary to disable Partner’s participation in the Program(s). Provisions which by their nature should survive termination or expiration in order to be given full effect will survive in accordance with their respective terms and conditions.
   
   
   

4. Confidentiality

   All information (including, without limitation, the terms of this Agreement, business and financial information, source code, object code, any other software programs, product designs, know-how, techniques, processes, algorithms, customer and vendor information, information concerning research or development and pricing and sales information) concerning any aspect of the Program(s) or Webx and any information of a third party which may be disclosed in the course of the parties’ relationship shall be kept secret and strictly confidential by Partner. Partner shall 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 unauthorized use of any such information. Partner shall not use such information, directly or indirectly, for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known to the public and may be rightfully obtained through a source or sources other than Webx without breach of any confidentiality obligations. Notwithstanding the foregoing, confidential information may be disclosed to accountants or attorneys on a confidential basis, or as required pursuant to a subpoena issued by any court or governmental authority or otherwise required by applicable law, rule, regulation, or legal process. In the event that a court (or other authority with power to do so) orders Partner to disclose any confidential information, Partner shall give Webx immediate notice of such order.
   
   

5. Non-Solicitation

   During the term of the Agreement and for a period of one year after such term, Partner shall not, directly or indirectly, individually or on behalf of any other person or entity, hire, offer to hire, divert, entice away, solicit or in any other manner assist, encourage, or persuade, or attempt to do any of the foregoing, any current officer, employee, consultant or contractor of Webx to terminate his or her relationship with Webx, nor shall it hire, offer to hire or solicit the services of any former officer, employee, consultant or contractor whose relationship with Webx has been terminated for less than six months; provided, however, that Partner shall not be in breach of this provision to the extent that it can show by written records that any such person responds to a general advertisement placed in connection with an open position. Partner further agrees that it will not directly solicit existing Webx customers.
   
   

6. Relationship of Parties

   The parties to this Agreement are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or imposes any liability attributable to such a relationship upon either party. This Agreement does not grant either party any right, power or authority to enter into any agreement for, or on behalf of, or to create, assume or incur any obligation or liability of, or to otherwise bind, the other party authority to any obligations on behalf of or in the name of the other. Notwithstanding anything to the contrary, nothing in this Agreement is intended to restrict or prohibit Webx from marketing or selling any products or services to any actual or potential customers of Partner, even if such products or services are similar to or competitive with one or more of the products or services marketed or sold by Partner in connection the Program. Partner understands and specifically acknowledges that Webx may, directly or indirectly, market or sell, various products or services that are similar to or competitive with one or more of the products or services marketed or sold by Partner in connection the Program(s) and that Webx may, at any time during or after the term of this Agreement, enter into relationships or arrangements with various third parties on terms that may be similar to, or materially different from, those contained in this Agreement.
   
   

7. Limitations of Liability/Disclaimers

   TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEBX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S) OR ANY WEBX PRODUCTS OR SERVICES, AND WEBX EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. PARTNER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROGRAM(S) AND THE WEBX PRODUCTS OR SERVICES MAY NOT SATISFY THE REQUIREMENTS OR IT OR ANY THIRD PARTY. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEBX MAKES NO REPRESENTATION OR WARRANTY THAT ANY ASPECT OF ITS PERFORMANCE HEREUNDER, OR THE PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE, AND WEBX WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEBX SHALL HAVE NO LIABILITY WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S), ANY WEBX PRODUCTS OR SERVICES, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR DATA) EVEN IF WEBX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEBX’S LIABILITY UNDER THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO THE AMOUNTS PAID TO WEBX BY PARTNER (IF ANY) DURING THE SIX 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, MISREPRESENTATION, STRICT LIABILITY, NEGLIGENCE, AND OTHER TORTS.
   
   

8. Indemnification

   Partner shall indemnify, defend and hold harmless Webx, its licensors, licensees and contractors, and their respective directors, officers, employees, agents, and affiliates, from and against any and all claims, causes of action, demands, obligations, lawsuits, liabilities, damages, fines, penalties, judgments, settlements, costs, expenses (including reasonable attorneys’ fees and disbursements) or other losses of any kind or nature whatsoever (any and all of the foregoing hereinafter referred to as “losses”) insofar as such losses arise out of or are based on:
   1. any claim that use of or of any marks, logos, software or other materials provided by Partner, infringes on any trademark, copyright, patent, trade secret or other intellectual property or proprietary right of any third party;
   2. any failure or breach of any representation, warranty, covenant, obligation or agreement made herein or to any third party;
   3. any misuse of any marketing materials or the Webx Marks;
   4. any claim related to Partner’s web site, including, without limitation, any content therein not specifically provided by Webx; or
   5. any gross negligence or willful misconduct on the part of Partner or any of Partner’s employees, agents or contractors. Partner shall promptly inform Webx of any information known to Partner that could reasonably be expected to lead to a claim, demand or liability of or against Webx by any third party.

9. Notice

   Any notice under this Agreement to Partner will be sent to the email address on file with Webx. It is Partner’s responsibility to keep such email address up to date. Any notice to Webx shall be made by email to [email protected] or via postal mail, receipt requested, to Webx corporate address.
   
   

10. Miscellaneous

    This Agreement is governed by and shall be construed and enforced in accordance with the laws of Islamic Republic of Pakistan, without regard to any choice or conflict or law principles that would result in the application of the law of any other jurisdiction. If either party brings any action against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and expenses actually incurred by reason of such action. Webx may sell, transfer, assign or otherwise dispose of any or all of its rights or obligations under this Agreement, in whole or in part, at any time and from time to time without notice to or the consent of Partner. Partner may not sell, transfer, assign or otherwise dispose of any or all of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Webx. Subject to that restriction, this Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver or relinquishment of such party’s right to assert or rely upon any such provision or right in that or any other instance or breach; rather, the same shall be and remain in full force and effect. Each waiver must be set forth in a written instrument signed by the waiving party. Unless otherwise expressly provided in this Agreement, the rights and remedies available to the parties hereunder are cumulative and in addition to all other rights and remedies available to the parties under applicable law or at equity. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision will be replaced by a valid, legal and enforceable provision that best represents the intent of the Parties. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof. Neither party is relying on any representation, guarantee or statement other than as expressly set forth in this Agreement. This Agreement constitutes the full and complete understanding between the parties and cancels and supersedes all previous or contemporaneous negotiations, proposals, representations, guarantees, statements, understandings, agreements and contracts whether written or oral, between the parties relating to the subject matter of this Agreement. Webx is not bound by, and it 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 Partner in any correspondence or other document, unless Webx specifically agrees to such provision in writing signed by an authorized representative. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. Each party acknowledges that it has read this Agreement, including the exhibits attached hereto, in its entirety and has independently evaluated the desirability of participating in the Program(s).
    
    

11. Affiliate Partner Terms

    This Section sets forth specific terms for a Partner to participate in Affiliate Partner Program. If Partner participates in Webx Affiliate Partner Program, Partner agrees to the following terms and conditions:
    
    

    A. Description Of Program
    From time to time, Webx, in its sole discretion, may provide Partner with access to a form, link or landing page (the “Lead Form”) to be used by Partner to refer potential end user customers (“Leads”) for Webx products and services (“Products”). After a Lead has been communicated by Partner to Webx, Partner shall allow Webx exclusively to pursue such Lead for the purpose of selling the Products and converting such Lead to a Referral Customer. In consideration of Partner’s efforts hereunder, Webx shall pay Partner certain Referral Fees as agreed upon by the parties.

    B. Referral Customers
    The term “Referral Customer” means each unique Lead that
    
    (i) is referred by Partner through the Partner-specific Lead Form during the Program Term,
    (ii) enters into a new contract with Webx for the purchase of Product during the Program Term as a direct result of Partner’s promotion of such Product under the Program and
    (iii) is not a current or former end user customer of any Product.
    
    As between Partner and Webx, all Referral Customers will be deemed customers of Webx and the rules, policies, terms, conditions and operating procedures of Webx (as may be modified by Webx, in its sole discretion, from time to time) will apply to these customers. Partner is not expected to provide any customer support for Webx Products to Referral Customers. At any time Webx, in its sole discretion, may refuse to provide any Products to any Leads or Referral Customers.

    C. Marketing Materials
    From time to time, Webx, in its sole discretion, also may make available various marketing or promotional materials relating to Webx (“Marketing Materials”) as part of the Program. The Marketing Materials are subject to the accompanying terms and will be provided on an AS IS and AS AVAILABLE basis, WITH ALL FAULTS and WITHOUT WARRANTY of any kind, and nothing contained in any Marketing Materials shall in any way be deemed a representation or warranty of Webx. The Marketing Materials shall at all times be the sole and exclusive property of Webx and no rights of ownership shall at any time vest with Partner even in such instances where you have been authorized by Webx to make changes or modifications to the Marketing Materials. Partner shall display and use the Marketing Materials solely for the purpose of marketing and promoting the Program and shall not alter, amend, adapt or translate the Marketing Materials without Webx’s prior written consent. Partner shall cease any and all use and display of the Marketing Materials immediately upon request by Webx or termination of Partner’s participation in the Program.

    D. Partner Obligations
    Partner shall use its best efforts to promote the sale and distribution of the Products and identify Leads. Partner shall cooperate fully with Webx with respect to the use, formatting and placement of the Lead Form and Marketing Materials, including, but not limited to, taking steps to facilitate accurate tracking and reporting of Leads and to avoid any use or placement of the Lead Form or Marketing Materials in close proximity to the links of, or any other reference to, another entity that is a direct competitor of Webx.

    E. Referral Fees
    Webx shall pay Partner the fees agreed upon by the parties (the “Referral Fees”) collected by Webx from Referral Customers for the purchase of Product during the Referral Program Term as a direct result of Partner’s promotion of such Product under the Program. Webx will provide payment following the end of each month for accrued Referral Fees for such month. As between the parties, Webx is solely responsible for billing and collections as well as tracking the revenue associated with Referral Customers and Webx good faith determinations with respect to such matters are binding on Partner.

    Webx uses commercially reasonable efforts to present accurate information but does not guarantee the availability or price of any particular product or service. Partner shall not include price information on any web site or other publicly available materials, online or offline, except as such pricing information is made available on Marketing Materials provided to Partner by Webx. Partner will make reasonable efforts to ensure that any pricing made available by or through Partner on any website or other publicly available materials, online or offline, is kept accurate to Partner’s best knowledge.

12. Sales & Solution Partner Terms

    This Section sets forth specific terms for Partner participate in Webx Sales & Solution Partner Program. If Partner participates in the Program, You agree to the following terms and conditions.
    
    

    A. License
    Webx grants to Partner a limited non-exclusive, terminable license, subject to the terms and conditions of the Sales & Solution Partner Program Agreement and this Exhibit, to market and sell Webx products and services specified by Webx from time to time (the “Products”) to Partner’s end user customers (“End Users”).

    B. Partner Obligations
    Partner will use its best efforts to promote the sale and distribution of the Products to End Users. As between the parties, Partner is solely responsible for entering into contracts between Partner and End Users; provided, however, such contracts must be reasonably satisfactory to Webx in form and substance. Without limiting the generality of the immediately preceding sentence, Webx may require that such contracts include clauses for the benefit of Webx that are materially similar to those in Webx own customer agreements, including, but not limited to clauses related to indemnification, limitation of liability and exclusion of warranties. Additionally, Partner is solely responsible for (i) billing and collecting all amounts due from End Users and (ii) providing all customer support for the Products to End Users. Partner shall ensure that its technical support staff is adequately trained and fully capable of providing technical support for the Products to End Users.

    C. Purchasing Products

    (1) Partner is responsible for collecting all necessary purchasing information from End Users, including each End User’s specific acknowledgement of and agreement to Webx Acceptable Use Policy. After receiving a valid Product request from an End User, Partner will submit a request to Webx for the Product (the “Product Order”). At any time Webx, in its sole discretion, may refuse to provide the Product to End User. All accepted Product Orders are subject to Webx then current Terms of Service, as acknowledged by Partner in the order process, and Partner understands and agrees that Partner is bound by such Terms of Service and is responsible for End User compliance with the Terms.

    (2) Webx is not be bound by any Product Order until accepted by Webx. If Webx accepts the Product Order, Webx will fulfill the Product Order, and charge Partner for the cost of the Product per the Terms of Service for then applicable for such Product.

    (3) In the event that Partner and End User become involved in a dispute over payment to Partner, Partner may request that Webx suspend delivery of Products to End User, however Partner agrees to indemnify Webx for any claims and damages (including attorneys’ fees) arising out of such suspension of Product delivery; and Partner will continue to pay the fees for the Products on regular basis for the remainder of the original term of the agreement between Partner and End User. Webx may, in its sole discretion, refuse to suspend the delivery of Product to End User.

    (4) If not already provided to Webx, Partner shall also provide any applicable tax exemption certificates or licenses at the time Partner submits Product Orders to Webx.

    D. Pricing
    Webx may offer discounted pricing as part of the Program. All such pricing will be provided to Partner and is subject to change in Webx sole discretion. This pricing information is exclusive of any taxes, for which Partner is solely responsible. Partner will promptly pay or reimburse Webx if any duty, sales, use, value-added, excise, property, withholding or other tax, penalty or interest, however designated, is (or should ultimately be) assessed against or is levied upon the fees for the Products or otherwise as a result of this Agreement. Partner may price the Products at its sole discretion.

    E. Effect of Termination
    Upon termination of Partner’s participation in the Program for any reason,
    (i) Partner’s license to market and sell the Products terminates immediately,
    (ii) Partner shall immediately pay all fees and charges accrued under this Agreement prior to the termination date, and
    (iii) Webx may take all actions necessary to disable Partner’s participation in the Program. Any accrued payment obligations survive termination or expiration of Partner’s participation in the Program.

    F. Effect of Termination on End User Agreement
    Upon termination of Partner’s participation in the Program, for any reason, Webx, in its sole discretion, may continue to provide service to any End Users still under contract with Partner at the time of termination of this Agreement between Webx and Partner. Partner understands and agrees that termination of Partner’s participation in the Program will cause a termination of any agreement between Partner and its End Users. Immediately after termination of this Agreement, Webx may, in its sole discretion, contact End Users and negotiate to provide Products directly to them.

Last Revised On: 01 Jul, 2021