Referral Program Terms
Last Updated May 8th, 2019
This Partner Program Agreement ("Agreement") contains the complete terms and conditions between us, Dilmax Corporation (hereafter referred to as "Dilmax" or “Neoserver”) and you, regarding your application to and participation in, the NeoServer Partner Program (the "Partner Program") as an partner of NeoServer (an "Partner), and the establishment of links from your website to our website, https://neoserver.site. BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE PARTNER PROGRAM (SHARE PARTNER LINK OR PROMO CODES), YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE NEOSERVER TERMS AND CONDITIONS https://neoserver.site/terms_of_service AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1.1 "Partner" - The business, individual, or entity applying to or participating in the Partner Program, or that displays NeoServer’s products and Services and/or promotions on its website, or other means, using an partner tracking code in exchange for receiving a commission from NeoServer for sales directly resulting from such display.
1.2 "Partner Site" - The Partner's website which displays NeoServer’s Products and Services and/or promotions.
1.3 "NeoServer’s Products and Services" - hosting and related products and services that are available for purchase from NeoServer.
1.4 "Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to NeoServer subject to the pursuant to the terms of this Agreement.
1.5 "Qualified Purchase" - A sale of NeoServer Products and Services by NeoServer, to a Referred Customer that is not excluded under Section 7.
1.6 "Referred Customer" - Each new and unique customer referred from Partner through a Link (as defined in Section 2) that provides valid account and billing information.
1.7 "Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase NeoServer’s Products and Services.
2. Promotion of Our Partner Relationship
2.1 Use of Links. If you qualify and agree to participate as an Partner, we will make a variety of graphic and textual links, promo codes available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your website as a member of the Partner Program and will establish a link from your website or e-mail to NeoServer’s website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. NeoServer may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote NeoServer that are not approved in advance by NeoServer. All Partner Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the partner tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to NeoServer that is going to be displayed on the Partner Site must be pre approved by NeoServer in writing.
2.2 Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE NEOSERVER TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “NEOSERVER INTELLECTUAL PROPERTY”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT NEOSERVER’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE NEOSERVER INTELLECTUAL PROPERTY IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF NEOSERVER INTELLECTUAL PROPERTY ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF NEOSERVER INTELLECTUAL PROPERTY IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF NEOSERVER’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY NEOSERVER’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH NEOSERVER SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF NEOSERVER’S INTELLECTUAL PROPERTY RIGHTS.
2.3 Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the NeoServer Products and Services, or other content concerning NeoServer without NeoServer’s prior written consent in each instance. Partners may only use coupons and discounts that are provided exclusively through the Partner Program using banners and links. Each Link connecting users of the Partner Site to the pertinent area of the NeoServer website will in no way alter the look, feel, or functionality of the NeoServer website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Partner Program or the withholding of Commission Fees.
3. Enrollment in the Partner Program
3.1 To begin the enrollment process, you must submit a completed Partner Program Signup Form. The Signup Form can be found at https://neoserver.site/referral.
3.2 We will evalulate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website is not suitable for the Partner Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy https://neoserver.site/terms_of_service.
3.3 If we reject your application, for any reason, you may not re-apply to the Partner Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your partner account. NeoServer, in its sole discretion, reserves the right to notify any prospective partner of their rejection or removal from the Partner Program at any time.
4. FTC Endorsement Compliance
4.1 It is the intent of NeoServer to treat all of our customers fairly. Accordingly, we require all NeoServer Partners to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitations, the Federal Trade Commission (FTC) Endorsement Guides http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, which require that material connections between advertisers and endorsers be disclosed. This means that all Partner Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of NeoServer's Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.
4.2 NeoServer reserves the right to withhold Commission Fees and cancel the partner relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides that we deem relevant.
5. Data Security
5.1 In addition to the obligations set forth in Section 4 (FTC Endorsement Compliance), Partner shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Partner resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"). Partner, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Partner agrees to promptly assist NeoServer in complying with any data subject rights request under the GDPR that NeoServer may receive from any individuals referred to NeoServer by Partner. Partner further agrees to promptly assist NeoServer in complying with any duties to cooperate with supervisory authorities under the GDPR.
6. Order Processing
6.1 NeoServer will process orders placed by Referred Customers who follow the Links from an Partner Site to NeoServer. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including NeoServer’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Partner Site and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
7. Commission Determination, Qualified Purchases
7.1 Commissions will be calculated based on the commission rates stated on the NeoServer website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 8 below. A "Qualified Purchase" does NOT include the following:
7.1.1 A purchase by a Referred Customer that has transferred from any NeoServer partners or subsidiaries.
7.1.2 A purchase by a Referred Customer who is also associated with any NeoServer reseller, referral, or other program.
7.1.3 A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
7.1.4 A purchase that was completed prior to the Partner joining the Partner Program or was not tracked properly through an Partner Link.
7.1.5 A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of NeoServer's Terms of Service https://neoserver.site/terms_of_service or other applicable policies at the time the Commission Fees accrue.
7.1.6 A purchase that NeoServer suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
7.1.7 A purchase referred by an Partner that has an excessive cancellation rate as determined in NeoServer's sole discretion.
7.1.8 A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Partner.
7.1.9 A purchase by a Referred Customer if the Partner or Referred Customer is in or is promoting a business-opportunity program, as determined by us in our sole discretion.
7.1.10 A purchase by a Referred Customer engaging in "Domain Speculation," which is determined by the identification of two (2) web hosting accounts with the same Referred Customer's name, email address, or other identifying characteristics as determined by NeoServer and/or the identification of two (2) or more web hosting accounts that have content on their websites or have similar content, templates or formatting, as determined by NeoServer, in our sole discretion.
7.2 NeoServer reserves the right to withhold payment of Commissions Fees to Partners who are new to the Partner Program, or who have commissions that are potentially fraudulent as determined by NeoServer in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
7.3 NeoServer reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Partner or a Referred Customer. NeoServer reserves the right to deduct from Partner's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases.
7.4 NeoServer reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a "Qualified Purchase." Partner is responsible for monitoring the payment, denial and, withholding of Commission Fees. NeoServer is not obligated to actively notify Partners of the status of Commission Fees. If Partner has a question about a Commission fee that has been cancelled or withheld, Partner has thirty (30) days from the day of the payment would have been due to contact NeoServer to request that the Commission Fee be paid. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in NeoServer's sole discretion.
7.5 Commissions for any Referred Customer who is associated with any NeoServer reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
7.6 In the event that the Referred Customers that are referred to NeoServer by an Partner are determined to have an excessive cancellation rate, as determined by NeoServer in its sole discretion. NeoServer reserves the right to withhold or decline pending and future Commission Fees to such Partner.
7.7 Any attempt by an Partner to manipulate, falsify or inflate the Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud NeoServer or any violoation of the terms of this Agreement constitutes immediate grounds for NeoServer to terminate the Partners participation in the Partner Program and will result in the forfeiture of any Commission Fees due to the Partner.
8. Accrual of Commissions
8.1 Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to NeoServer request (ii) reach the Commission Threshold of $100 based on the commission rates stated on the NeoServer website. All Qualified Purchases still eligible to result in commissions under this Section must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual of a commission. Once a commission has accrued under this Section, the amount of such commission (the "Commission Fee") shall be due and payable to your under the terms of this Agreement. NeoServer reserves the right to change the Commission Threshold by amending this Agreement at any time.
9. Commission Payments
9.1 Subject to terms of this Agreement and the accrual of commissions as set forth in Section 8 above, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Partner Console on https://neoserver.site/ for each Qualified Purchase that accrues during the period in which such commission fee is being calculated. NeoServer will only compensation you for Qualified Purchases made in accordance with this Agreement.
9.2 NeoServer is not responsible for paying any third-party fees charged by PayPal or ACH in order for you to receive Partner Commission Fees.
9.3 NeoServer, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time.
9.4 Disputes: Partner has access to NeoServer's real-time Partner Program statistics and agrees to file any disputes within forty-five (30) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (30) days of the date on which the disputed sale or event occurred will not be accepted by NeoServer and Partner forfeits forever any rights to a potential claim.
9.5 It is solely your responsibility to provide NeoServer with accurate tax and payment information that is necessary to issue a Commission Fee to you.
9.6 You are responsible for the payment of all taxes related to commissions you receive under this Agreement.
9.7 Reports of Qualified Purchases You may log into your partner console to review your Qualified Purchases statistics on a daily basis.
10. Obligations Regarding Your Partner Site
10.1 You are solely responsible for the development, operation, and maintenance of your Partner Site and for all martials that appear on your Partner Site. Such responsibilities include, but are not limited to, the technical operation of your Partner Site and all related equipment; creating and posting product reviews, descriptions, and references on your Partner Site and linking those descriptions to our website, the accuracy of materials posted on your Partner Site (including, but not limited to, all materials related to NeoServer Products and Services); ensuring that materials posted on your Partner Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
10.2 We have the right in our sole discretion to monitor signups through your Partner Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Partner Program effective immediately.
10.3 NeoServer Responsibilities We will provide all of the information necessary for you to make Links from your Partner Site to our site. NeoServer will be solely responsible for order processing (including processing, cancellations, and refunds) for orders for NeoServer Products and Services placed by a Referred Customer following a Link from your Partner Site, for tracking the volume and amount of Qualified Purchase statistics. NeoServer will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds, and related NeoServer service.
10.4 Policies and Pricing Referred Customers who buy NeoServer Products and Services through our partner network are deemed to be NeoServer Customers. NeoServer's Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, NeoServer determines the prices to be charged for NeoServer Products and Services sold through the partner network in accordance with our own pricing policies. Prices and availability of NeoServer Products and Services may vary from time to time, from partner to partner, and from region to region. Because price changes may affect products that you have listed on your Partner Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our webstie, but we cannot guarantee the availability or price of any particular NeoServer Product or Service.
11. Emails and Publicity
11.1 You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from NeoServer, to be granted or denied in NeoServer's sole discretion, in each instance. Additionally, you may only send emails containing a NeoServer partner link and or a message regarding NeoServer or NeoServer's Partner Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section, the CAN-SPAM Act of 2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Partner Program. Further, if your account has excessive clicks in a very short period of time as determined by NeoServer in its sole discretion, the Partner relationship may be terminated.
12. Licenses and Use of NeoServer Logos and Trademarks
12.1 Subject to the limitations set in this Agreement, we grant you a non-exclusive, non-transferrable, revocable license to (i) access our webstie through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use NeoServer trademark and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of selling NeoServer Products and Services on your Partner Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Partner in good standing and in compliance with all of the terms of this Agreement.
12.2 You shall not use the Licensed Materials for any purposes other than selling NeoServer Products and Services, without first submitting a sample to us and obtaining the express prior written consent of NeoServer in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays NeoServer, any hosted member of NeoServer or any NeoServer employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Partner Program.
12.3 You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Partner" Trademarks") in any advertisement or other materials used to promote NeoServer and the Partner Program, provided that NeoServer's use of the Partner Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Partner Program.
13. Term and Termination
13.1 The term of this Agreement will begin upon our acceptance of your Partner Program application and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause.
13.2 You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related NeoServer Products and Services are not cancelled within 90 days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Feeds for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by NeoServer in its sole discretion.
13.3 Any Partner who violates this Agreement, NeoServer's Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Partner Program.
13.4 NeoServer reserves the right to remove an Partner from the Partner Program, and to terminate or suspend this Agreement, at any time for any reason, in NeoServer's sole discretion.
13.5 Modification We may notify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fee, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Partner Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Partner Program following our posting of any modifications on our website will constitute binding acceptance of the change.
14.1 We make no express or implied warranties or representations with request to the Partner Program or any NeoServer Products and Services sold through the Partner Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representative that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
15. Relationship of Parties
15.1 You and NeoServer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Partner Site or otherwise, that contradicts anything in this section.
16. Representation and Warranties
16.1 You herby represent and warrant to us as follows:
16.1.1 You have reviewed and understand this Agreement and agree to be bound by its terms.
16.1.2 Your acceptance of this Agreement and participation in the Partner Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
16.1.3 You are the sole and exclusive owner of the partner Trademarks and have the power to grant to NeoServer the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietar right of any third person or entity.
16.1.4 You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
16.1.5 There is no pending or threatened claim, action, or proceeding against you, or any partner of yours with respect to the Partner Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
16.1.6 During the Term, you will not include in your Partner Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions or Acceptable Use Policy.
16.1.7 You are at least eighteen (18) year of age.
16.1.8 Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
17. Limitation of Liability
17.1 WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PARTNER PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PARTNER PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
18.1 You hereby agree to indemnify and hold harmless NeoServer and its subsidiaries and partners, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Partner Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (III) any claim related to your Partner Site, including, without limitations, its development, operation, maintenance and content therein not attributable to us.
19.1 Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, NeoServer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, and the rules promulgated thereunder.
20. Independent Investigation
20.1 You understand that we may at any time (directly or indirectly) solicit NeoServer relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with you Partner Site. You have independently evaluated the desirability of participating in the NeoServer Partner Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
21.1 Governing Law. The laws of the state of California will govern this Agreement, without reference to rules governing choice of laws.
21.1 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
21.1 Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.