Partner Terms
Partner Referral Relationship Terms and Conditions
Introduction
Welcome to NetCents. NetCents Technology Inc. (“NetCents”, “Company”, “we”, or “us”) is an online payment processor conducting operations relating to the acceptance, processing and collection for purchase and sale transactions involving cryptocurrency, on behalf of Merchants (“Cryptocurrencies Services”) and is designed to make it easier for customers and merchants to transact online using cash and cryptocurrencies.
In these Terms and Conditions, we refer to partners marketing the Cryptocurrencies Services as “Partners”, “you” or “Your”, we refer to merchants, being person or entity solicited by the Partner and with which NetCents enters into a Merchant Agreement (as defined herein) as a result of such solicitation, as “Merchants” and we refer to end users and customers, being those who purchase goods or services from the Merchant, as “Customers”.
Pursuant to these Terms and Conditions, NetCents and Partner enter into a partner referral agreement (the “Partner Referral Agreement”) pursuant to which Partner will solicit Merchants on behalf of the Company and refer them to the Company to purchase from the Company the Cryptocurrencies Services. These Terms and Conditions govern your relationship with NetCents, including this website (the “Website”), and all other websites or services made available by NetCents (collectively, the “Services”). By using the Services, you indicate your acceptance of these Terms and Conditions and all agreements included by reference in these Terms and Conditions, including the Privacy Policy .
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES, INCLUDING SECTION 9 WHICH SPECIFICALLY HIGHLIGHTS THE RISK OF USING CRYPTOCURRENCIES AND SECTION 11 WHICH INCLUDES AN INDEMNIFICATION CLAUSE. Your use of the Services is expressly conditioned on your acceptance without modification of these Terms and Conditions.
We may amend and update these Terms and Conditions at any time in our discretion without your consent by posting a revised version of these Terms and Conditions. The updated Terms will be effective at the time we post it, except if the revised Terms and Conditions include a substantial change affecting your rights, in which case we will provide you with at least 30 days’ prior notice of the revised Terms and Conditions by posting a notice at the top of the Privacy Policy posted on our website. Your continued use of the Services following an amendment to the Terms and Conditions constitutes acceptance of the amended Terms. You should check these Terms and Conditions frequently to ensure that you have reviewed the latest version.
Our Services
NetCents is a payment processor that enables Merchants to accept payment for goods and services using cryptocurrencies.
Referral Relationship
As long as you agree to and comply with these Terms and Conditions, NetCents hereby authorizes you, on a non-exclusive basis, to solicit Merchants on behalf of NetCents to purchase from NetCents the Cryptocurrencies Services. You acknowledge and agree that NetCents has the final say on approval for all Merchants referred by Partner.
Partner shall use commercially reasonable efforts to promote the Cryptocurrencies Services. Including but not limited to housing a “sign up” link on Partner’s website and mobile application.
For greater certainty, you do not have the right and shall not hold yourself as having the right to sell the Cryptocurrencies Services and NetCents retains the sole discretion whether to accept a Merchant (and enter into a merchant agreement pursuant to which NetCents would provide a Merchant accepted by NetCents with Cryptocurrencies Services ( “Merchant Agreement”) or reject a Merchant (in which case no Cryptocurrencies Services shall be provided to such Merchant). Partner does not, by virtue of these Terms and Conditions or the Partner Referral Agreement, acquire any rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, branding features, and confidential and proprietary information protected under contract or otherwise under law, and other similar rights or interests in intellectual or industrial property (“Proprietary Rights”) in the Services or the Cryptocurrencies Services.
Unless otherwise specifically indicated, you may use the Services for the purposes identified in this section. You may not:
distribute, modify, transmit, use, or reuse any part of the Services or any content made available through the Services for any public or commercial purpose without the written consent of NetCents, which NetCents may withhold in its sole discretion;
remove any all copyright and other proprietary notices on material downloaded and/or copied from the Services;
access or use the Services in any way that could or is intended to damage or impair the Services, or any server or network underlying the Services;
interfere with anyone else’s use and enjoyment of the Services; or
attempt to reverse engineer, modify, or create a derivative work of any component of the Services.
Registration and Merchant Account Setup
You will be required to set up a partner account (your “Account”) prior to accessing and using the Services. You agree to comply with NetCents’ account set-up procedures, including the requirement to provide accurate and complete information to NetCents upon sign-up.
As part of the set-up procedures, you agree that NetCents, or a service provider engaged by NetCents, may verify your name, address, and other Account details against information about you held by third party sources in order to verify your identity to fulfill its Know Your Client and anti-money laundering obligations and to help protect against fraud or misappropriation of user Accounts. As part of this process, NetCents may require additional information such as articles of incorporation, company share structure, beneficial ownership, business licenses or other documentation deemed necessary by NetCents to make an informed assessment of Partner. Such requests will not be unreasonable.
You agree to inform us within 10 business days of any changes to the information provided to NetCents when your Account was created.
You are solely responsible and liable for any use and misuse of the login credentials for your Account and for all activities that occur under your Account. For security reasons, you must keep your login credentials confidential and not disclose them to any person or permit any other person to use them, except authorized representatives of your business and authorized representatives of NetCents. NetCents is not under any obligation to verify the actual identity or authority of the user of any login name or password.
You must immediately notify NetCents of any unauthorized use of your login credentials, or if you know or suspect that your login credentials have been lost or stolen, become known to any other person, or otherwise compromised.
All login credentials remain the property of NetCents, and may be cancelled or suspended at any time by NetCents without any notice or liability to you or any other person.
Copyrights, Trademarks, And Other Rights
The, Services, including the Website, its design, all text, graphics, content, video, audio and the selection and arrangement of the Website are the property of NetCents, and/or its various subsidiaries, affiliates, third party providers and distributors (“Third Parties”), and are protected under the copyright laws of Canada and other countries. None of the content distributed through the Services may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written permission of NetCents or the applicable Third Parties.
NetCents and all other related trademarks and design marks displayed through the Services (collectively, the “Trademarks”) are registered and common law trademarks of NetCents. Other trademarks and design marks appearing on this website are trademarks of their respective owners. NetCents grants you a limited, non-exclusive, revocable license to display the Trademarks solely for the purpose of identifying to your customers your referral relationship pursuant to the Partner Referral Agreement with NetCents. Except for the limited license provided in this section, nothing offered through the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, including the Trademarks, except with the express written permission of NetCents or the other party that may own the applicable trademarks.
Any product, service, program or technology described in any document made available to you by NetCents may be the subject of other intellectual property rights owned by NetCents. Any such right that is not expressly licensed hereunder is reserved by NetCents.
Feedback
NetCents enables visitors to the Website to provide NetCents with feedback by email or otherwise ( “Partner Content”). If you provide Partner Content you grant NetCents a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, delete, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display that Partner Content throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence, and you waive any and all moral rights in the Partner Content. You also grant NetCents the right to use the name you submit with the Partner Content, if any, in connection with NetCents’ rights set out in this section.
No Warranties and Limitation of Liability
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, NETCENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY INFORMATION OR SERVICE PROVIDED OR REFERENCED THROUGH THE SERVICES IS ACCURATE, UP TO DATE, OR COMPLETE, THAT SUCH INFORMATION OR SERVICE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, OR THAT SUCH INFORMATION OR SERVICE DOES NOT INFRINGE ON ANY THIRD PARTY RIGHTS. THE INFORMATION AND SERVICES PROVIDED OR REFERENCED ON THE WEBSITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE USER.
NETCENTS MAY PERIODICALLY ADD, CHANGE, OR IMPROVE ANY OF THE INFORMATION, PRODUCTS, SERVICES, PROGRAMS, AND TECHNOLOGY OFFERED THROUGH THE SERVICES WITHOUT NOTICE. NETCENTS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE.
NETCENTS IS NOT RESPONSIBLE FOR LATE, LOST, INCOMPLETE, ILLEGIBLE, MISDIRECTED OR STOLEN MESSAGES OR MAIL, UNAVAILABLE NETWORK CONNECTIONS, FAILED, INCOMPLETE, GARBLED OR DELAYED COMPUTER TRANSMISSIONS, ON-LINE FAILURES, HARDWARE, SOFTWARE OR OTHER TECHNICAL MALFUNCTIONS OR DISTURBANCES OR ANY OTHER COMMUNICATIONS FAILURES OR CIRCUMSTANCES AFFECTING, DISRUPTING OR CORRUPTING COMMUNICATIONS.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER NETCENTS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES IS LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF YOUR ACCESS TO, USE OF, OR RELIANCE ON THE SERVICES, EVEN IF NETCENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE, NETCENTS ASSUMES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO OR ANY VIRUSES WHICH MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR DOWNLOADING FROM, THE SERVICES. IF NETCENTS IS FOUND TO BE LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, THE LIABILITY OF NETCENTS WILL IN NO EVENT EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO NETCENTS FOR YOUR USE OF THE SERVICES IN THE YEAR PRIOR TO THE EVENT LEADING TO SUCH LOSS OR DAMAGE.
SOME JURISDICTIONS MAY RESTRICT OR DISALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY, IN WHICH CASE THOSE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Links
NetCents has not reviewed all of the sites which are linked to or from the Website, and the fact of such links does not indicate any approval or endorsement of any material contained on any linked site. NetCents is not responsible for the contents of any site linked to or from the Website; and your connection to any such linked site is at your own risk.
Canada, U.S., International Information
Most of the information on the Website applies internationally, but a significant amount of information applies only to certain countries or regions. Although NetCents tries to mark all country- and region-specific information with a country indication, it does not warrant or represent that all information regarding the Services without indication applies internationally.
Cryptocurrencies
The NetCents platform permits Merchants to allow Customers to use cryptocurrencies to purchase goods and services. The use of cryptocurrencies is risky. Some of the risks associated with use of cryptocurrencies include, but are not limited to the following:
Market Risk:Cryptocurrencies are susceptible to fluctuations in valuation. The market for cryptocurrencies is still new and highly uncertain. You are fully responsible and bear all of the risk for any of the price fluctuation of any cryptocurrency that you choose to hold. NetCents is not liable, nor responsible for any losses a Merchant may incur while, buying, selling, trading or using cryptocurrencies in any manner.
Liquidity Risk: All markets for financial instruments have inherent varying degrees of liquidity. Markets for cryptocurrencies are no different. There is never any guarantee that there will be an active market for one to sell, buy, or trade these instruments or products derived from or ancillary to them.
Legal Risk: The legal status of certain cryptocurrencies is not clearly defined in some jurisdictions. This may affect the legality of holding or trading them. As a result, the rights and legality of a particular cryptocurrencies may vary among different jurisdictions. Merchants are responsible complying with the laws applicable to the purchase, ownership, use, and taxation of cryptocurrencies in their jurisdiction.
Exchange Risk (Counterparty Risk): Holding cryptocurrencies on deposit either personally or with any third party in a custodial relationship has inherent risks. These risks include security breaches, risk of contractual breach, and risk of loss. Merchants are fully responsible for taking appropriate security measures to protect cryptocurrencies that they hold or accept.
Trading Risk:In addition to liquidity risks, the value of cryptocurrencies may be volatile and fluctuate quickly. Participants in any cryptocurrencies market are warned that they should pay close attention to their position and holdings, and how they may be impacted by sudden and adverse shifts in trading and other market activities.
Fees
During the Term, NetCents will pay Partner an amount equal to 10% (“Revenue Share”) of all the transaction fees received by NetCents from Merchants (“Merchant Transaction Fees”) referred by Partner to NetCents pursuant to these Terms and Conditions.
NetCents charges the following Merchant Transaction Fees: (i) transaction fee of 1.99% of the transaction amount; and (ii) charged $0.05 per transaction.
Partner will receive Revenue Share as detailed herein of gross Merchant Transaction Fees for as long as NetCents receives and/or is generating revenue from the Merchants referred by Partner.
NetCents will generate commission payouts for Partners on the last day of each month at 12:00am Pacific Standard Time, unless a Partner is owed more than $5000.00USD at the midway point of the month. If a Partner is owed more than $5,000.00USD at the midway point of the month, Partner will receive two payouts; one on the 15th of the month, and one on the last day of the month. If the amount owed to a Partner is less than $250.00USD, a commission payout will not be generated.
If the Relationship is terminated, Partner shall be entitled to receive payment up to the date of termination.
Indemnification
You shall hereby indemnify and protect, defend and hold harmless NetCents, its subsidiaries, and their directors, officers, officials, agents, employees and counsel and their respective heirs, administrators, executors, successors and assigns (each of the foregoing, an “Indemnified Party”), from and against, any and all losses, liabilities, claims, damages, interest, judgments, costs, or expenses, including without limitation fees and disbursements of counsel, incurred by any Indemnified Party arising out of or in connection with or by reason of your use of the Services, your breach of applicable laws or regulations, and your breach of the representations, warranties or covenants set forth herein. Notwithstanding the foregoing, you shall not be required to indemnify any Indemnified Party for any loss to the extent that that loss is finally determined by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Indemnified Party.
Set-off
NetCents reserves the right to set-off any amounts that you owe to NetCents, including for indemnification obligations, against amounts credited to your Account.
Privacy
NetCents’ Privacy Policy, available at www.net-cents.com/privacy , is incorporated into these Terms and Conditions by reference.
Confidentiality and Injunctive Relief
NetCents and Partner anticipate that they each may disclose confidential information to the other. Accordingly, the they desire to establish terms governing the use and protection of certain information one party (“Owner”) may disclose to the other party (“Recipient”). For purposes hereof, “Confidential Information” means the terms and conditions hereof, and other information of an Owner (i) which relates to designs and programming techniques embodied in the Cryptocurrencies Services in the case of Company, and the business models and plans, and technical information and data of an Owner or its customers or suppliers regarding the Cryptocurrencies Services in the case of Company, or (ii) which, although not related to the Cryptocurrencies Services, is nevertheless disclosed hereunder, and which, in any case, is disclosed by an Owner or an affiliate to Recipient and is confidential and proprietary information. Recipient may use Confidential Information of Owner only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case, using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required or permitted hereunder and only to its employees or contractors who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on the use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Owner; or (iv) is independently developed by Recipient without reference to Confidential Information.
NetCents and Partner hereby agree that any breach of any provision of these Terms and Conditions regarding confidentiality or protection of Proprietary Rights would constitute irreparable harm, and that the aggrieved party shall be entitled to specific performance and/or injunctive relief in addition to other remedies at law or in equity without having to post a bond or other security in connection therewith.
Compliance with Law and Regulatory Matters
The Services, including associated technical data, may be subject to regulation. Partner and Company agree at their expense to comply strictly with all applicable laws and regulations and acknowledge that they have the responsibility to obtain any requisite licenses to utilize the services described herein.
From time-to-time, governments and regulatory bodies may review the legislation and regulations applied to the cryptocurrency financial services industry and the payment processing industry in which NetCents operates. Such reviews could result in the enactment of new laws and/or the adoption of new regulations in Canada, the United States of America, Europe or elsewhere, which might adversely impact the business of the Company. NetCents is a publicly listed company with its shares trading on the Canadian Securities Exchange, reports to FINTRAC and is a reporting issuer in British Columbia, Alberta and Ontario. If such legislation or regulation changes and causes an interruption of service or otherwise, NetCents or any of its subsidiaries, officers, directors, employees or otherwise are not liable for any losses whatsoever incurred by Partner, Merchants, or Customers.
Record Keeping
As required by applicable laws and regulations, NetCents is required to maintain records of all documentation and information related to your Account for the duration that your Account is active and after your Account is closed.
As required by applicable laws and regulations, you are required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to your Customers. NetCents or its auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of your business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.
Information Sharing
You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies.
Press Release
Subject to applicable law and regulations, upon completion of the account set-up procedures, NetCents and Partner shall work together in good faith to create circulate to the public broadly through a press release or otherwise an initial announcement concerning the relationship created by these Terms and Conditions. Except as provided in this Section or as may be required by Applicable Law, neither party may issue any press release or other public announcement concerning the subject matter of this Agreement without the other party’s prior written consent and such consent will not be unreasonably withheld.
Representation and Warranties
You represent and warrant to NetCents that:
The individual accepting these terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;
You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and Conditions and your use of the Services;
Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;
Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;
You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve your customers;
All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete;
all payment transactions requested by you will represent bona fide transactions for the purchase of goods or services; and
you are using the Services on your own behalf or on behalf of the Merchant for which you have set up an account, and not pursuant to the instruction or request of any other person or entity.
NetCents all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and Conditions; and
NetCents is duly organized, validly exists, is in good standing under the laws of the province of British Columbia, Canada, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify.
NetCents represents and warrants to you that:
Prohibited Uses
You agree that you will not use the Services for, or otherwise accept payments in connection with the following businesses, business activities or business practices: (1) door-to-door sales, (2) offering substantial rebates or special incentives to Users subsequent to the original purchase, (3) negative response marketing, (4) engaging in deceptive marketing practices, (5) sharing User data with another merchant for payment of up sell or cross-sell product or service, (6) evading any chargeback monitoring programs, (7) engaging in any form of licensed or unlicensed aggregation or factoring, (8) age restricted products or services, (9) bail bonds, (10) chain letters, (11) counterfeit goods (e.g., knock-offs, imitations, bootlegs), (12) essay mills, (13) fortune tellers, (14) “get rich quick” schemes, (15) illegal products or services, (16) mail-order brides, phone services or cell phones, (17) sexually-oriented or pornographic products or services, (18) shipping or forwarding brokers, (19) substances designed to mimic illegal drugs, (20) telemarketing, or (21) products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation.
Non-Competition, Non-Solicitation
Partner shall not solicit Merchants to move to another processor so long as Company is paying Partner the required fees under these Terms and Conditions. However, if Company defaults on any payments to Partner under this Agreement, and such default goes unremedied for a period of ninety (90) days, then Partner may move the Merchants to any processor that it chooses, in its sole discretion. Notwithstanding the forgoing provisions, if, without any action or conduct, direct or indirect, by Partner, any Merchant(s) initiates, a request that its cryptocurrencies processing services be moved from Company then Partner shall be free to do so and any such involvement by Partner in moving such a Merchant from Company shall not be a violation of this Section or any other part of these Terms and Conditions. Also, Partner may obtain additional cryptocurrencies accounts for Merchants and it shall not be a violation of these Terms and Conditions.
During the period that these Terms and Conditions are in effect and for the one (1) year period immediately following termination, expiration or cancellation of these Terms and Conditions, the Parties shall not directly or indirectly through another entity call on, solicit, or take away or attempt to call on, solicit, or take away any employee, Partner, affiliate relationship, referral partner, lead source or affiliate bank of the other party to these Terms and Conditions in order to induce or attempt to induce such person to cease doing business with the other party or its subsidiaries.
Term and Termination
The Partner Referral Agreement and Your Account may be terminated:
By NetCents, in its sole discretion, without any liability to NetCents for such termination:
at any time with at least thirty (30) days prior written notice to Partner;
upon written notice, if Partner fails to perform any of its obligations or there is a material breach of any of the provisions of these Terms and Conditions, and such breach is not remedied within thirty (30) days of notice of such breach, or such other time period as is specifically provided in these Terms and Conditions;
upon written notice, immediately if Partner ceases to carry on its business, commits an act of bankruptcy, becomes insolvent, makes an assignment or bulk sale of its assets, or proposes a compromise or arrangement to its creditors, or any proceeding is taken with respect to a compromise or arrangement, or to have Partner declared bankrupt or wound up, or to have a receiver appointed with respect to any part of its assets;
upon written notice, immediately if Partner undergoes a change of control, unless Partner first obtains NetCents’ consent to such change of control, such consent not to be unreasonably withheld; or
without notice, if we learn or reasonably suspect, in our sole discretion, that Partner will use or have used its Account to engage in unlawful or improper activity in violation of applicable laws or regulations or Partner has used your Account to engage in any fraud or suspicious activity;
at any time with at least thirty (30) days prior written notice to NetCents;
if NetCents fails to perform any of its obligations or there is a material breach of any of the provisions of these Terms and Conditions, and such breach is not remedied within thirty (30) days of notice of such breach or such other time period as is specifically provided in this Agreement; or
if NetCents ceases to carry on its business, commits an act of bankruptcy, becomes insolvent, makes an assignment or bulk sale of its assets, or proposes a compromise or arrangement to its creditors, or any proceeding is taken with respect to a compromise or arrangement, or to have NetCents declared bankrupt or wound up, or to have a receiver appointed with respect to any part of its assets.
Once The Partner Referral Agreement or your Account is terminated, you will discontinue use of the Services immediately and both you and NetCents will promptly return all Confidential Information. NetCents will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the Services in this circumstance.
By Partner, upon written notice to NetCents, without any liability to Partner for such termination:
Taxes
It is Partner’s sole (personal and business) responsibility to determine what, if any, taxes apply to the transaction, sale of any and all goods and services and/or the payments you receive in connection with your use of the Services, and to remit such taxes to the proper tax authority. NetCents is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and Partners with which we engage. We reserve the right to report to relevant revenue or taxing authorities regarding payment transactions processed by NetCents on your behalf, to the extent we are required to do so by applicable law.
Assignment
Partner shall not assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third-party any right or obligation under these Terms and Conditions except as otherwise permitted herein without the prior written consent of NetCents, such consent not to be unreasonably withheld or delayed; provided, however, Partner may assign this Agreement and its rights hereunder to a purchaser of all or substantially all of its assets or equity with the express written notice to NetCents. Notwithstanding any other provision in these Terms and Conditions, if Company sells its portfolio of Merchants or its right to compensation for the Merchants submitted by Partner to Company, Company or the purchaser must continue to fulfill Company’s obligations under these Terms and Conditions, including, but not limited to, Company’s obligation to pay compensation and residuals to Partner.
The Company will have the right, at all times, to assign any of its rights or obligations under this these Terms and Conditions to a direct or indirect wholly owned subsidiary of the Company. If in any such case should occur, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto.
Governing Law and Dispute Resolution
These Terms and Conditions shall be governed by and construed in accordance with the laws of British Columbia, Canada (irrespective of its choice of law principles) and the federal laws of Canada applicable therein. Partner and NetCents hereby agree that any suit to enforce any provision of these Terms and Conditions or arising out of or based upon these Terms and Conditions or the business relationship between Partner and NetCents hereto shall be brought in the Provincial Court of British Columbia. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts. Should suit be brought to enforce or interpret any part of these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal.
Notices
Any notice or communication required or permitted to be given hereunder may be sent by e-mail (provided delivery is confirmed). Notices sent by email shall be deemed effective on the date sent provided that delivery is confirmed. Notices sent to NetCents, should be sent to: [email protected]. Notices sent to Partner should be sent to the email address provided by Partner during the account set-up procedures.
Independent Contractors
The relationship of Partner and NetCents is that of independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between Partner and NetCents. Neither party shall have the authority to enter into agreements of any kind on behalf of the other party and shall not have the power or authority to bind or obligate the other party in any manner to any third party.
Force Majeure
Neither Company nor Partner shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, epidemics, pandemics such as COVID-19 or spread of other viruses, network provider blocks/lockouts, widespread cyber disruptions, or communications failures. Notwithstanding anything to the contrary contained herein, if either party is unable to perform hereunder for a period of thirty (30) consecutive days, then the other party may terminate these Terms and Conditions immediately without liability by ten (10) days written notice to the other.
Severability
If any portion or provision of these Terms and Conditions shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms and Conditions, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law.
Surviving Provisions
Notwithstanding the expiration or termination of the Terms, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including, but not limited to the sections entitled: No Warranties and Limitations, Representations and Warranties, Indemnification, Confidentiality and Injunctive Relief and Governing Law and Dispute Resolution.