Channel Partner Program Application

Search Campaigns - Protected SEM Bidding Keywords
Bidding on our trademark terms or any derivations is not allowed, unless you have permission.

Search Campaigns - Non - compete SEM Bidding Keywords
Bidding on our trademark terms is prohibited without permission from NASE.

Search Campaigns - Recommended SEM Bidding Keywords
All other keywords are open for search publishers.

Search Campaigns - Prohibited SEM Display URL Content
We allow direct linking therefore have no display URL restrictions.

Direct Linking
Yes, direct linking is currently allowed.

Authorized Search Engines
We allow all major search engines at this time.

Prohibited Web Site Domain Keywords
Publishers are prohibited from using our trademarks or any misspellings of our Trademarks.

Web Site - Prohibited Web Site URL Keywords
Publishers are prohibited from using our trademarks or any misspellings of our Trademarks in their domains and sub domains.Subdirectories are allowed.

Web Site - Unacceptable Web Sites
Unaccepted websites include, but are not limited to: obscene, offensive or illegal web sites, MLM programs, parked domains, and websites under construction. We are open to review web sites from previously declined applications if adjustments have been made to remove any of the above decline criteria.

Coupons and Promotional Codes
Publishers may only use coupons and promotional codes that are provided exclusively through the affiliate program.

If you have questions, please contact us .

This Channel Partner Agreement("Agreement") contains the complete terms and conditions between us, National Association for the Self-Employed, NASE Inc. ("NASE") and you, regarding your application to and participation in, the NASE Channel Partner Program(the "Channel Partnership") as a Partner of NASE, and the establishment of links from your website to our website, www.nase.org. BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE CHANNEL PARTNER PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. Definitions "Channel Partner" shall mean the business, individual, or entity applying to or participating in the Chanel Partner Program, or that displays NASE’s Products and Services and / or promotions on its website, or other means, using a partner tracking code in exchange for receiving a (royalty / discount) from NASE for sales and referrals directly resulting from such display. "Channel Partner Platform" shall mean the third - party entity tracking the performance of the Channel Partner Program on your behalf, including Ad Butler and other software tracking deemed necessary by NASE. "Channel Partner Site" shall mean the Channel Partner's website which displays NASE’s Products and Services and/or promotions. "NASE’s Products and Services" shall mean the email marketing and related products and services that are available for purchase from NASE. "Royalty" shall mean the amount you will be paid for each Qualified Action by a Referred Customer that you refer to NASE subject to the Royalty Threshold and pursuant to the terms of this Agreement. "Royalty Threshold" shall mean the amount of Royalty a Channel Partner must accrue prior to receiving a payment from NASE. "Qualified Action" shall mean a Qualified Purchase and / or Qualified Referral. "Qualified Purchase" shall mean a sale of a NASE Membership through the NASE Website to a paying Referred Customer. ""Referred Customer" shall mean each new and unique customer referred from Channel Partner through a Link that provides valid account information and that makes a Qualified Purchase.
2. Enrollment in the NASE Channel Partner Program: To begin the enrollment process, you must submit a completed Channel Partner Program Application.The Application can be found at https://nase.org/become-a-partner/channel-partners/channel-partner-application. NASE will evaluate 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 or promotional method is not suitable for the Channel Partner Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates NASE Content and Commerce Restrictions. If we reject your application, you may not re-apply to the Channel 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 Channel Partner account. NASE, in its sole discretion, reserves the right to notify or to not notify any prospective Channel Partner of their rejection or removal from the Channel Partner Program at any time.
3. Promotion of the NASE Channel Partner Relationship and Use of Links: If you qualify and agree to participate as a Channel Partner, we will make available generic background images and links to you.The Links will serve to identify your website as a member of the Channel Partner Program and will establish a link from your website or e - mail to NASE’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.NASE 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 NASE that are not approved in advance by NASE.All Channel 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 Channel Partner tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to NASE that is going to be displayed on the Channel Partner Site must be preapproved by NASE in writing. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE NASE TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE "NASE IP") (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT NASE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE NASE IP 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 NASE IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF NASE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF NASE’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 NASE’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH NASE SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF NASE’S INTELLECTUAL PROPERTY RIGHTS. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the NASE Products and Services, or other content concerning NASE without NASE’s prior written consent in each instance. Channel Partners may only use coupons and discounts that are provided exclusively through the Channel Partner Program using banners and links. Each Link connecting users of the Channel Partner Site to the pertinent area of the NASE website will in no way alter the look, feel, or functionality of the NASE 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 Channel Partner Program or the withholding of royalties.
4. FTC Endorsement Compliance: It is the intent of NASE to treat all of our customers fairly.Accordingly, we require all NASE Channel Partners to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Royalties(FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed, as well as all guidance and requirements issued by NASE.This means that all Channel Partner Sites(e.g.directories, review / rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of NASE’s Products and Services must prominently disclose the fact that you receive compensation for Referred Customers. For more information and suggestions about how to comply with these guidelines, please visit https://www.privacypolicies.com/blog/ftc-affiliate-disclosure/. Please note that the FTC page is only intended to provide guidance. It does not purport to provide legal advice and it does not guarantee that you'll be in compliance with FTC regulations should you follow the suggestions presented. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation. NASE reserves the right to withhold Royalties and cancel the Channel 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. NASE does not assume a duty to enforce FTC rules and its actions or inactions are not advice on whether the partner is in compliance.
5. Data Security: In addition to the obligations set forth in Section 4(FTC Endorsement Compliance), Channel 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 Channel Partner resides, including without limitation, the General Data Protection Regulation 2016 / 679 of the European Parliament and of the Council of 27 April 2016(the "GDPR").Channel 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.Channel Partner agrees to promptly assist NASE in complying with any data subject rights request under the GDPR that NASE may receive from any individuals referred to NASE by Channel Partner.Channel Partner further agrees to promptly assist NASE in complying with any duties to cooperate with supervisory authorities under the GDPR.
6. Order Processing: NASE will process orders placed by Referred Customers who follow the Links from a Channel Partner Site or other promotion run by Channel Partner to NASE.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 for Referred Customers, including NASE’s services, cancellation, processing, refunds and payment processing will be our responsibility.We will track the Qualified Actions generated by your Channel Partner Site.To permit accurate tracking, reporting, and royalty accrual, you must ensure that the Links between your website and our website are properly formatted.
7. Royalty Determination Qualified Actions: Royalties will be calculated based on the Royalty rate stated on the NASE website for each Qualified Action(as defined herein).A "Qualified Action" does NOT include the following: A purchase by a Referred Customer who is a duplicate or already a NASE member.A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund.A purchase that was completed prior to the Channel Partner joining the Channel Partner Program or was not tracked properly through a Channel Partner Link.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 NASE’s Website and Products Terms and Conditions of Use.A purchase that NASE 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.A purchase referred by a Channel Partner that has an excessive cancellation rate as determined in NASE’s sole discretion.A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Channel Partner, unless otherwise approved in writing by NASE.A purchase by a Referred Customer if the Channel Partner or Referred Customer is in or is promoting a business - opportunity program, as determined by us in our sole discretion.A purchase by a Referred Customer who received a popup with a discounted offer, while leaving NASE’s website during their purchase.NASE reserves the right to withhold payment of initial Royalties to Channel Partners who are new to the Channel Partner Program, or who have Royalties that are potentially fraudulent as determined by NASE in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers. NASE reserves the right to suspend the payment of Royalties 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 Channel Partner or a Referred Customer.NASE reserves the right to deduct from Channel Partner's current and future Royalties any and all Royalties corresponding to any fraudulent, questionable, and cancelled purchases. If no subsequent Royalties are due and owing, NASE will send Channel Partner a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer. NASE reserves the right to immediately cancel or withhold for later review any Royalties that fails to meet the criteria of a "Qualified Action." Channel Partner is responsible for monitoring the payment, denial, and withholding of Royalties; NASE is not obligated to actively notify Channel Partners of the status of Royalties. If Channel Partner has a question about a Royalty that has been cancelled or withheld, Channel Partner has thirty (30) days from the day the payment would have been due to contact NASE to request that payment of the Royalties be investigated. Any changes to decisions about cancelled or withheld Royalties are strictly made in NASE’s sole discretion. Royalties for any Referred Customer who is associated with any NASE Solution Provider, Franchise, Technology Software, Association or other reseller, referral or other program may not be considered a Qualified Action. In other words, you may not receive double Royalties or compensation. In the event that the Referred Customers that are referred to NASE by a Channel Partner are determined to have an excessive cancellation rate, as determined by NASE in its sole discretion, NASE reserves the right to withhold or decline pending and future Royalties to such Channel Partner. Any attempt by a Channel Partner to manipulate, falsify or inflate Referred Customers, Qualified Actions, or Royalties to intentionally defraud NASE or any violation of the terms of this Agreement constitutes immediate grounds for NASE to terminate the Channel Partners participation in the Channel Partner Program and will result in the forfeiture of any Royalties due to the Channel Partner.
8. Royalty Payments: Subject to the terms of this Agreement and to the terms of any agreement you have entered into with your Channel Partner Platform, Royalties will be calculated according to the NASE Website and Channel Partner Application.Royalties will be processed Quarterly, four times per year(March, June, September, December) approximately thirty(30) thirty days after the end of each quarter. NASE will only compensate you for Qualified Actions made in accordance with this Agreement.Royalties shall be paid based on the current information in your Channel Partner Application and agreement.You are required to notify us promptly of any change in your address by emailing your update to NASE.You are responsible for sending appropriate tax forms to the NASE for payment.NASE is not responsible for paying any third - party fees in order for you to receive Channel Partner Royalties.Channel Partner agrees to file any disputes within one month and ten days after the end of the quarter in which the sale or event that is disputed occurred. Disputes filed after one month and ten days after the end of the quarter in which the disputed sale or event occurred will not be accepted by NASE and Channel Partner forfeits forever any rights to a potential claim.It is solely your responsibility to provide your Channel Partner Platform with accurate tax and payment information that is necessary to issue Royalties to you. If NASE not receive the necessary tax or payment information within ninety (90) days of a Qualified Action which would otherwise trigger Royalties Fees, the applicable Royalties shall not accrue and no Royalties will be owed with respect to such Qualified Action.Each Channel Partner is required to submit a W9 tax form before any Royalties shall accrue. You are responsible for the payment of all taxes related to the Royalties you receive under this Agreement.In compliance with U.S.tax laws, NASE will issue a Form 1099 to Channel Partners whose earnings meet or exceed the applicable threshold.
9. Reports of Qualified Actions: You may receive a Channel Partner reconciliation to review.The potential Qualified Actions shown in this report should be reviewed to confirm they meet all criteria for Qualified Actions. As such, Royalties may not be issued for all Referred Customers that appear in the Channel Partner report. If the Channel Partner has zero Qualified Actions for the quarter, a reconciliation report may not be provided.
10. Obligations Regarding Your Channel Partner Site: You are solely responsible for the development, operation, and maintenance of your Channel Partner Site and for all materials that appear on your Channel Partner Site.Such responsibilities include, but are not limited to, the technical operation of your Channel Partner Site and all related equipment; creating and posting product reviews, descriptions, and references on your Channel Partner Site and linking those descriptions to our website; the accuracy of materials posted on your Channel Partner Site(including, but not limited to, all materials related to NASE Products and Services); ensuring that materials posted on your Channel 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. We have the right in our sole discretion to monitor signups through your Channel 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 Channel Partner Program effective immediately.
11. NASE Responsibilities: We will provide all of the information necessary for you to make Links from your Channel Partner Site to our site. NASE will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for NASE Products and Services placed by a Referred Customer following a Link from your Channel Partner Site, for tracking the volume and amount of Qualified Actions generated by your Channel Partner Site, and for providing information to Channel Partners regarding Qualified Action statistics.NASE will be solely responsible for all member order processing, including but not limited to payment processing, cancellations, refunds and related NASE service.
12. Policies and Pricing: Referred Customers who buy NASE Products and Services through our Channel Partner network are deemed to be NASE Customers.NASE’s Website and Products Terms and Conditions of Use, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, NASE determines the prices to be charged for NASE Products and Services sold through the Channel Partner network in accordance with our own pricing policies.Prices and availability of NASE Products and Services may vary from time to time, from Channel Partner to Channel Partner, and from region to region.Because price changes may affect products that you have listed on your Channel 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 website, but we cannot guarantee the availability or price of any particular NASE Product or Service.
13. E-mails and Publicity: You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages without prior written consent from NASE, to be granted or denied in NASE’s sole discretion, in each instance.Additionally, you may only send emails containing a NASE Channel Partner link and or a message regarding NASE or NASE's Channel Partner Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section 13, the CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation, S.C. 2010, c.23, 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 Royalties and the termination of your participation in the Channel Partner Program. Further, if your account has excessive clicks in a very short period of time as determined by NASE in its sole discretion, the Channel Partner relationship may be terminated.
14. Licenses and Use of NASE Logos and Trademarks: Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non - exclusive, non - transferable, revocable license to(i) access our website through the Links solely in accordance with the terms of this Agreement and(ii) solely in connection with such Links, to use the NASE name and logo and similar identifying material provided by us(collectively, the "Licensed Materials"), for the sole purpose of selling NASE Products and Services on your Channel 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 a Channel Partner in good standing and in compliance with all of the terms of this Agreement.You shall not use the Licensed Materials for any purposes other than selling NASE Products and Services, without first submitting a sample to us and obtaining the express prior written consent of NASE in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays NASE or any NASE 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, by giving you written notice.If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Channel Partner Program. You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Channel Partner Trademarks") in any advertisement or other materials used to promote NASE and the Channel Partner Program, provided that NASE’s use of the Channel Partner Trademarks is not required and is at its sole discretion.This license shall terminate upon the termination of your participation in the Channel Partner Program.
15. Term and Termination: The term of this Agreement will begin upon NASE’s acceptance of your Channel 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.You are only eligible to earn Royalties on Qualified Actions occurring during the Term.Royalties earned prior to the date of termination will be eligible for Royalties only if the orders for the related NASE Products and Services are not cancelled within 30 days and comply with all of the terms of this Agreement.We may withhold your final payment of Royalties for a reasonable time to ensure that all Qualified Actions are valid and payment from Referred Customers are legitimate as determined by NASE in its sole discretion.Any Channel Partner who violates this Agreement, the NASE Website and Products Terms and Conditions of Use, the NASE Prohibited Content and Commerce Statement, the NASE Anti-Spam Policy or any applicable law, or who fails to comply with the Federal Trade Royalties Endorsement Guides, will immediately forfeit any right to any and all accrued, but not yet received, Royalties and will be immediately removed from the Channel Partner Program.NASE reserves the right to remove a Channel Partner from the Channel Partner Program, and to terminate or suspend this Agreement, at any time for any reason, in NASE's sole discretion.
16. Modification We may modify 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 Royalties, Royalties amounts or percentages, payment procedures, Royalties payment schedules, and Channel 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 Channel Partner Program following our posting of any modification on our website will constitute binding acceptance of the change.
17. Disclaimers: We make no express or implied warranties or representations with respect to the Channel Partner Program or any NASE Products and Services sold through the Channel Partner Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation 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.
18. Relationship of Parties: You and NASE 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 Channel Partner Site or otherwise, that contradicts anything in this section.
19. Representations and Warranties: You hereby represent and warrant to us as follows: You have reviewed and understand this Agreement and agree to be bound by its terms.Our acceptance of this Agreement and participation in the Channel Partner Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, 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. You are the sole and exclusive owner of the Channel Partner Trademarks and have the power to grant to NASE 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 proprietary right of any third person or entity. 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.There is no pending or threatened claim, action, or proceeding against you, or any Channel Partner of yours with respect to the Channel Partner Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. During the Term, you will not include in your Channel 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. You are at least eighteen (18) years of age.Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Action for generating a Royalties Fee as provided in this Agreement.
20. Limitation of Liability: 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 CHANNEL 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 CHANNEL PARTNER PROGRAM WILL NOT EXCEED THE TOTAL ROYALTIES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
21. INDEMNIFICATION: YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS NASE AND ITS SUBSIDIARIES AND CHANNEL PARTNERS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER OWNERS, AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, 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 CHANNEL 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 CHANNEL PARTNER SITE, INCLUDING, WITHOUT LIMITATION, ITS DEVELOPMENT, OPERATION, MAINTENANCE AND CONTENT THEREIN NOT ATTRIBUTABLE TO US.
22. Confidentiality: Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, NASE 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 the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
23. Independent Investigation: You understand that we may at any time (directly or indirectly) solicit NASE 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 your Channel Partner Site.You have independently evaluated the desirability of participating in the NASE Channel Partner Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
24. Miscellaneous Governing Law: The laws of the State of Texas will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Collin County, Texas and you irrevocably consent to the jurisdiction of such courts.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. 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.