Independent Software Partner user Application and Agreement
Independent Software Partners (hereinafter referred to as ISP) Terms and Conditions Agreement between the named APPLICANT (hereafter APPLICANT) and MATRIX SYSTEMS LTD (hereafter MSL) effective under the terms and conditions below: APPLICANT hereby applies for authorization as an ISP in MSL's network marketing program. For a period of 21 days from the submission of this application, or until such time as MSL notifies APPLICANT of this application's acceptance or rejection, APPLICANT is provisionally authorized as an ISP and granted the rights to sell MSL software products and services. MSL reserves the right to accept or reject any application for any reason.
Upon acceptance as an ISP by MSL, APPLICANT is authorized as an ISP for 365 days from the day of enrollment. MSL reserves the right to terminate this Agreement at any time if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its software products and/or services via direct selling channels, or at any time upon not less than 7 days' notice and without further notice if the ISP breaches this Agreement and fails to remedy the breach before the end of the notice period.
APPLICANT is an independent contractor under the terms of this agreement, and not an agent, employee, or legal representative of his/ her sponsor or MSL, and will in no way represent him/herself as such. As such, APPLICANT has no power to bind MSL to any obligation and APPLICANT is responsible for all applicable. income, sales, social security, unemployment or other tax, license, or fee arising out of APPLICANT's activities hereunder.
APPLICANT will not produce, promote, or use materials of any kind describing MSL's names, programs, products, and trademarked, copyrighted, or otherwise protected materials except as permitted in MSL's policies.
APPLICANT has the duty to supervise and train any ISPs that he/she may sponsor as described in the Policies and Procedures. APPLICANT will explain MSL's programs honestly and completely when presenting them to others.
APPLICANT understands and will make clear in any presentation the following: that no earnings and/or exchange trading profits are guaranteed by MSL or its programs; no ISP will earn money solely for sponsoring; no specific amount of software product that must be purchased at any level; commissions are based on software product and service sales; that there are no exclusive territories for ISPs in the program
APPLICANT agrees that compensation is only paid for sales of software product as defined in the Policies and Procedures and in the company's Compensation Plan.
Any sale or assignment of this agreement must be approved by MSL. Successors in interest or assigns must comply with all program requirements.
The undersigned hereby acknowledges that he/she is of legal age and authorized to bind APPLICANT to each of the terms set forth herein and to the terms of the Policies & Procedures.
Venue and jurisdiction for any action pertaining to this agreement or any disagreement or claim between the parties hereto shall be in Cyprus, except where the laws of your state expressly require the application of its laws. This agreement shall be governed by the laws of Cyprus.
You have the right to cancel your ISP agreement at any time and for any reason.
You are free to participate in other multilevel marketing ventures, but you may not sell or promote to other MSL ISPs or Customers similar or competitive products or services or any other multilevel marketing opportunity, except for your direct enrollees in your MSL business.
MSL genealogy reports are confidential and proprietary business trade secrets. You may not use the reports for any purpose other than to develop your MSL business. Specifically, you must not disclose any information contained in the reports to a third party or use the reports to compete with MSL or to recruit or solicit other ISPs or Customers to participate in other multilevel marketing ventures.
MSL's failure to exercise any rights as set forth in this agreement or to insist on your strict compliance with the terms and conditions of this agreement and the Policies & Procedures does not constitute a waiver of MSL's right to require compliance therewith.
MSL's waiver of any ISP default does not affect MSL's rights with respect to any subsequent default or the rights or obligations of any other ISP. Delays or omissions by MSL in exercising rights which might arise from a Partner's default do not affect the company's rights concerning the default or any subsequent default.
MSL reserves the right to cancel any ISP at any time for cause if the ISP violates the terms and conditions of this Agreement or the provisions of the Policies & Procedures and Compensation Plan.
Taxpayer Identification Number. If you are a United States person (including a resident alien), you must provide MSL with your correct taxpayer identification number ("TIN"), which for individuals is either your Social Security Number ("SSN") or, if you are a resident alien and you do not have and are not eligible to get an SSN, your Individual Taxpayer Identification Number ("ITIN"). For a distributorship that is a partnership, corporation, company or association organized in the United States or under the laws of the United States, you must provide MSL with your employer Identification Number ("EIN"). If you fail to provide MSL with a TIN or the TIN you provide to MSL is incorrect, MSL will withhold and pay to the IRS 28 percent of your income over $600, unless you certify to MSL that you are a corporation exempt from backup withholding or otherwise not subject to backup withholding. By signing this Agreement, you certify that (i) the TIN you have provided to MSL is correct, (ii) you are a United States person (including a resident alien),(iii) if applicable, you are not subject to backup withholding, and (iv) you are exempt from the requirement to report foreign financial assets under the Foreign Account Tax Compliance Act ("FATCA").
You may be required from time to time to provide MSL with personal information relating to your ISP Agreement. MSL's rights to use your personal information and your rights to access and correct the personal information you give MSL are described in MSL's Policies & Procedures. By signing this Agreement, you consent to MSL's collection, use, and disclosure of your personal information in accordance with MSL's Policies & Procedures.
By signing this Agreement, you give MSL consent to contact you by telephone, facsimile transmission, e-mail or text,concerning your ISP Agreement, and any related MSL matter.
ISP agrees not to contact or initiate contact at any time or for any purpose, either directly or indirectly, with any officers,directors, shareholders, consultants, attorneys, employees, agents or other affiliates of MSL’s Vendors or Suppliers, unless such approval is specifically granted in written form by MSL, which shall be considered on a case-by-case basis. Any communication sent by any ISP to MSL’s Vendors or Suppliers, either directly or indirectly to any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of MSL’s Vendors or Suppliers is in direct violation of this ISP Agreement and could result in the termination of your ISP Agreement. This includes any and all verbal and or written communications. From time to time MSL may invite guest from MSL’s Vendors or Suppliers to speak on MSL webinars and conference calls, such guest appearance do not constitute MSL's approval for furthered communications with MSL’s Vendors or Suppliers. You further agree and understand that the only entity which has an Agreement with MSL’s Vendors or Suppliers is MSL.
To the maximum extent permitted by law, MSL, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as "affiliates"), shall not be liable for, and I release MSL and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release MSL and its affiliates from all liability arising from or relating to: (a) my, or any other ISP's, breach of the Agreement; (b) the promotion or operation of a MSL business by me or any other ISP and any activities related to it, including, but not limited to, the presentation of Products/Services or the Company Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and agree to indemnify MSL and its affiliates for any liability, damages, fines, penalties, or other; (c) any incorrect data or information provided by me or any other ISPs to MSL; (d) my, or any other ISP's, failure to provide any information or data necessary for MSL to operate its business; or (e) awards arising from any unauthorized conduct that I undertake in operating my business. I further agree to indemnify MSL for any liability, damages, fines, penalties or other awards arising from any unauthorized conduct that I undertake in operating my MSL business.
The Company grants to me a non-exclusive, royalty free, revocable license to use the intellectual property in MSL's name, trademarks (whether registered or unregistered), and other intellectual property rights in any materials or documents pertaining to the subject matter of this Agreement for the purpose of promoting the software products and services and sourcing potential customers. I agree that the Company may impose restrictions on my use of MSL's name, trade names and trademarks, logos and other intellectual property and advertising in order to protect the rights, reputation and image of MSL, provided that such restrictions are applied to all ISP’s generally. I also agree to not apply singly or in association with any other party for registration of any intellectual property owned by MSL capable of registration but not registered and to give all reasonable assistance, at MSL's reasonable cost, to assist MSL to register any such intellectual property.
If a ISP wishes to bring an action against MSL for any act or omission relating to or arising from the Agreement, such action must be brought within 30 days from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against MSL for such act or omission. ISP waives all claims that any other statutes of limitations apply.
Security - You agree that if you are issued a Username and Password by MSL, you shall use your best efforts to prevent access to this site through your Username and Password by anyone other than yourself, including, but not limited to, keeping such information strictly confidential, notifying MSL immediately if you discover loss or access to such information by an unauthorized party and by using a secure Username and Password not easily guessed by a third party.
You agree that you shall not try to reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via this site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that MSL shall pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors.
Export - You agree that you shall comply with all applicable export and import control laws and regulations in your use of this site, or materials or services received through this site, and, in particular, you shall not export or re-export anything on or received through this site in violation or local or foreign export laws and/or without all required U.S. and foreign government licenses.
Errors and Corrections - While we use reasonable efforts to include accurate and current information on our site, we do not warrant or represent that the site will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our site, including pricing and availability of products and services, and shall have no liability for such errors. We may also make improvements and/or changes to the site’s features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact us and we’ll verify it for you.
User’s license grant to site - Except with regard to personal information, all information which you post on this site or communicate to MSL through this site (collectively “Submissions”) shall forever be the property of MSL. MSL shall not treat any submission as confidential and shall not incur any liability as a result of any similarities that may appear in future MSL services or products. Without copy, MSL shall have exclusive ownership of all present and future existing rights to any Submissions of every kind and nature everywhere. You acknowledge that you are fully responsible for the message, including its legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submissions do not infringe the rights of any third party.
User conduct - By using features of this site that allow you to post or otherwise transmit information to or through this site, or which may be seen by other users, you agree that you shall not upload, post or otherwise distribute or facilitate distribution of any content – including text, communications, video, software, images, sounds, data or other information – that:
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies;
• infringes any patent, trademark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
• impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.
• You also agree that you shall not harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of your own or a third party.
• You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate parental consent.
• MSL name, logo, and all product names, MSL names, and other logos, unless otherwise noted, are trademarks and/or trade dress of MSL. The use or misuse of any marks or any other materials contained on the site, without the prior written permission of their owner, is expressly prohibited.
Third party sites - You may be transferred to online merchants or other third party sites through links or frames from this site. You are cautioned to read their Terms and Conditions and/or Privacy Policies before using such sites. These sites may contain information or material that is illegal, unreasonable or that some people may find inappropriate or offensive. These other sites are not under the control of MSL and are not monitored or reviewed by MSL. The inclusion of such a link or frame does not imply endorsement of this site by MSL, its advertisers or licensors, any association with its operators and is provided solely for your convenience. You agree that MSL and its licensors have no liability whatsoever from such third party sites and your usage of them.
Returns - MSL offers a seven (14) day, money back guarantee on the initial subscription fee. All subsequent subscription fees are non-refundable as the benefits of the service are realized immediately upon payment.
Disclaimer of warranties - MSL, its advertisers and/or licensors, make no representation or warranties about this site, the suitability of the information contained on or received through use of this site, or any service or products received through this site. All information and use of this site are provided “as is” without warranty of any kind. MSL, its advertisers and/or licensors hereby disclaim all warranties without regards to this site, the information contained or received through use of this site, and any services or products received through this site, including all express, statutory, and implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. MSL, its advertisers and/or licensors do not warrant that the contents or any information received through this site are accurate, reliable or correct; that this site will be available at any particular time or location; that any defects or errors will be corrected; or that the contents of any information received through this site is free of viruses or other harmful components. Your use of this site is solely at your risk. User agrees that it has relied on no warranties, representations or statements other than in this Agreement. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you, but shall apply to the maximum extent permitted by law of your jurisdiction.
Limitation of liability - Under no circumstances shall MSL, its advertisers and/or licensors be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use or inability to use, this site. This limitation applies whether the alleged liability is based on contract, tort, negligence, strictly liability, or any other basis, even if MSL, its advertisers and/or licensors have been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, MSL, its advertisers and/or respective licensors’ liability in such jurisdictions shall be limited to the maximum extent permitted by law of your jurisdiction.
Legal compliance - MSL may suspend or terminate this Agreement or User’s use immediately upon receipt of any notice which alleges that User has used this site for any purpose that violates any local, state, federal or law of other nations, including, but not limited to, the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations of its agent, officers, directors, contractors or employees. In such event, MSL may disclose the User’s identity and a subpoena or other legal action, and MSL shall not be liable for damages or results thereof and User agrees not to bring any action or claim against MSL for such disclosure.
Zukul AutoResponder Legal Compliance - You’re responsible for determining whether the Zukul AutoResponder Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Zukul AutoResponder Service, then we won’t be liable if the Zukul AutoResponder Service doesn’t meet those requirements. You may not use the Zukul AutoResponder Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that apply to commerce.
If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or distribute Campaigns or other Content through the Zukul AutoResponder to anyone located in the EEA (each such Member an “EEA Member”) in creating your Campaign distribution list, sending Campaigns via the Zukul AutoResponder Service, and/or otherwise collecting information as a result of creating or sending Campaigns, you represent and warrant to MSL that:
2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to MSL and to enable such data to be lawfully collected, processed, and shared by MSL for the purposes of providing the Zukul AutoResponder Service or as otherwise directed by you.
3. You will comply with all laws and regulations applicable to the Campaigns sent through the Zukul AutoResponder Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.
4. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable MSL to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Zukul AutoResponder Service in accordance with and as described in the Cookie Statement.
5. If you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section.
Miscellaneous - This Agreement incorporates by reference the Site Submission Rules if this site allows posting and posts such Rules. This Agreement constitutes the entire agreement between the parties related to the subject matter thereof, supersedes any prior or contemporaneous (oral, written or electronic) agreement between the parties and shall not be changed except by written agreement signed by an officer of MSL. If any provision of this Agreement is prohibited by law are held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement, as much as possible under applicable law, shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law.
This site reserves the right to revise these provisions at its discretion, so check back from time to time to be sure you are complying with the current version.