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Resellers & Partners | Terms and Conditions

1. Acknowledgement And Acceptance Of This Agreement
LIVE PUBLICATIONS which sells a range of digital publishing products and services. LIVE PUBLICATIONS intends to supply Products and Services to Company’s through the RESELLER Manager. It is the purpose of this RESELLER Manager Agreement to define the terms of this arrangement.

You and or your Company (collectively, the "Company") wishes to use the RESELLER Manager for the issuance of Products & Services named in this Agreement for use by the Company. Said Products and Services are those set-out and described on web pages on the LIVE PUBLICATIONS web site (www.LivePublications.com).

The Products and Service being provided to you under the terms and conditions of this Agreement and any operating rules, policies, and procedures as published from time to time on the LIVE PUBLICATIONS web-site by LIVE PUBLICATIONS and as such may be changed in the future as contemplated in Clause 3 below (collectively, the "Rules"). Such provisions are deemed to be incorporated by reference.

By registering to use the LIVE PUBLICATIONS RESELLER Manager, you are indicating your agreement to be bound by all of the terms and conditions of the Rules. If you do not accept all of these Rules, do not register to use the LIVE PUBLICATIONS RESELLER Manager.

2. Registration
A. In order to use the LIVE PUBLICATIONS RESELLER Manager, you must:
(a) Provide certain current, complete, and accurate information about the Company.
(b) Maintain and update such registration information and provide LIVE PUBLICATIONS with any other information requested after registration ("Registration Data") so that such information remains current, complete and accurate. LIVE PUBLICATIONS shall notify you if you have been accepted and registered for use of the LIVE PUBLICATIONS RESELLER Manager. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, LIVE PUBLICATIONS retains the right to terminate this Agreement. At its sole discretion LIVE PUBLICATIONS may refuse to allow anyone to use the LIVE PUBLICATIONS RESELLER Manager without the need to give any reason and may change its criteria at any time.

3. Amendments To Rules
A. Same as in 3.B below, LIVE PUBLICATIONS may change the Rules from time to time. Upon any such change, LIVE PUBLICATIONS will post the amended Rules on the LIVE PUBLICATIONS web site and notify you that the Rules have been changed. The amended Rules shall automatically become effective immediately after they are initially posted on the LIVE PUBLICATIONS web site and any use of the Product or Service after such date shall be subject to the amended Rules. The Rules may not otherwise be amended, except in writing signed by both parties. By continuing to use the LIVE PUBLICATIONS RESELLER Manager after the posting of the amended Rules on the LIVE PUBLICATIONS web site constitutes your acknowledgement of the Rules and its modifications and agreement to abide by and be bound by the Rules, as amended.

B. For the avoidance of doubt, the parts of this agreement relating to the term of this agreement and the dates and periods for which you are to use the LIVE PUBLICATIONS RESELLER Manager may not be altered without the prior written agreement of both parties.

4. Modifications To Products & Services
A. LIVE PUBLICATIONS reserves the right, without liability, to modify or discontinue any part of the Products and Services, temporarily or permanently. LIVE PUBLICATIONS shall give you the maximum amount of notice of such modification or discontinuance as is practical in the circumstances. Such notice will be made by LIVE PUBLICATIONS posting the changes on the LIVE PUBLICATIONS web site.

B. LIVE PUBLICATIONS reserves the right to alter pricing of the Products and Services, temporarily or permanently. LIVE PUBLICATIONS shall give you the maximum amount of notice of such modification as is practical in the circumstances. Such notice will be made by LIVE PUBLICATIONS posting the changes on the LIVE PUBLICATIONS web site.

5. Reseller Manager Account
A. You will be given a unique RESELLER Manager Account from LIVE PUBLICATIONS. You will use the Account to purchase Products and Services for use by the Company.

6. License
A. Subject to the terms of these Rules, LIVE PUBLICATIONS hereby grants you a non-exclusive, non-transferable, non-sub licensable, royalty-free license for the term of these Rules to display LIVE PUBLICATIONS trade marks, service marks, logos, search boxes, search results, graphics, buttons, banners, link code, HTML, JavaScript, Flash or business names currently used or which may be developed (the "LIVE PUBLICATIONS Marks") solely in connection with your use of the LIVE PUBLICATIONS RESELLER Manager under these Rules.

B. You acknowledge that LIVE PUBLICATIONS owns and shall retain all rights, title and interest in the LIVE PUBLICATIONS Marks. The goodwill associated with the use of the same shall inure solely to the benefit of LIVE PUBLICATIONS.

7. Payment
A. The Company will purchase a fixed number of Products and Services at a price defined on the LIVE PUBLICATIONS web site RESELLER Manager section. Payment is made for these purchases at the time of purchase, and Products will not be issued without full payment being received.

B. For avoidance of doubt, the Company may only purchase Products and Services through the RESELLER Manager for sole use by the Company. The Company agrees only to apply for LIVE PUBLICATIONS RESELLER Manager Products or services to be used on Domain Names which are the legal property of the Company and in the case of Secure Email Certificates, approved by LIVE PUBLICATIONS. Any application for a product or service to be used on a Domain Name which is not the legal property of the Company will be a breach of this contract.

C. Any monies deposited into account for purpose of purchasing LIVE PUBLICATIONS products and services through the LIVE PUBLICATIONS reseller program will not be refunded at anytime for any reason, If you intend to cancel this agreement you must first deplete remaining funds within your account.

D. Any accounts which are left dormant for a period of more than 1 year with no activity will be cancelled and considered forfitted.

8. Marketing
A. LIVE PUBLICATIONS hereby grants you a non-exclusive, non-transferable, non-sub licensable, royalty-free worldwide license for the term of these Rules to use LIVE PUBLICATIONS trade marks, service marks, logos, domain names, URL's, search results, graphics, buttons, banners, or business names currently used or which may be developed (the "LIVE PUBLICATIONS Marketing Marks") on your web site and within company brochures/media pack, at trade shows and in corporate literature for the purpose of promoting this agreement. You acknowledge that LIVE PUBLICATIONS owns and shall retain all right, title and interest in the LIVE PUBLICATIONS Marketing Marks. The goodwill associated with the use of the same shall inure solely to the benefit of LIVE PUBLICATIONS. If the Company wishes to use the LIVE PUBLICATIONS Marketing Marks in other forms of marketing materials, prior consent from LIVE PUBLICATIONS must be sought.

9. Proprietary Rights
A. You agree and acknowledge that all rights, title and interest whatsoever in the LIVE PUBLICATIONS Marks and LIVE PUBLICATIONS Marketing Marks (collectively, the "LIVE PUBLICATIONS Company Marks") are owned exclusively by LIVE PUBLICATIONS and/or its licensors, and that no right is granted to you other than the license granted in this Clause 6.

B. All goodwill or reputation in the LIVE PUBLICATIONS Company Marks that arises as a result of you using the LIVE PUBLICATIONS RESELLER Manager shall automatically vest in LIVE PUBLICATIONS. During the term of these Rules, you shall not, in any jurisdiction, adopt, use, or register, or apply for registration of, any LIVE PUBLICATIONS Mark, or any word or symbol, or any combination confusingly similar to any of the LIVE PUBLICATIONS Company Marks.

10. Rules Of Conduct
A. The Company is Solely Responsible for Conduct. You agree that you are solely responsible for the development, maintenance, operation and content of your Site.

B. No Illegal or Deceptive Acts. You agree:
1. to abide by all applicable laws and regulations in your use of the Service including, without limitation, the Data Protection Acts 1984 and 1998;
2. Not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Not to use the Service for illegal or immoral purposes;
4. To comply with all regulations, policies and procedures of networks connected to the Service; and
5. Not to use the LIVE PUBLICATIONS Company Marks in any way that implies endorsement by LIVE PUBLICATIONS of products or services other than those provided by LIVE PUBLICATIONS.

C. Unsuitable Material. You agree:
1. not to post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature;
2. Not to transmit or post any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws or regulations;
3. not to interfere with any advertiser's or consumer's use and enjoyment of the LIVE PUBLICATIONS site, or engage in surveys, contests, chain letters or post or transmit "junk mail", "spam", "chain letters", or unsolicited mass distribution of email;
4. that LIVE PUBLICATIONS neither endorses the content of any advertiser or advertisers communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of the LIVE PUBLICATIONS web-site; and
5. Not to use the Service in such a way that may diminish or damage LIVE PUBLICATIONS goodwill (including the goodwill in any LIVE PUBLICATIONS Company Marks), including without limitation, the placement of any of the LIVE PUBLICATIONS Company Marks on a Site that is associated with (without limitation) pornography, crime, defamation or copyright infringement.

D. System Integrity. You agree:
1. not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
2. Not to interfere or disrupt networks connected to the Service;
3. Not to use any device, software or routine or attempt to interfere with the proper functioning of the LIVE PUBLICATIONS site or any transactions being offered at the LIVE PUBLICATIONS web-site;
4. Not to modify the LIVE PUBLICATIONS Company Marks; and
5. Not to take any action that imposes an unreasonable or disproportionately large load on LIVE PUBLICATIONS infrastructure.

E. Copyright Infringement. In the event that you post or make accessible communications or other materials that infringe the copyright of a third party, LIVE PUBLICATIONS may terminate your access to the Service.

11. Warranties
A. You represent and warrant that you’re Site:
(I) does not violate any law or regulation;
(II) Does not infringe in any manner any copyright, patent, trade mark, trade secret or other intellectual property right of any third party;
(III) does not breach any duty toward or rights of any person or entity or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
(IV) is not false or misleading; and/or
(V) is neither defamatory, libelous, slanderous nor threatening.

B. You represent and warrant that you have sufficient authority to enter into these Rules. You represent and warrant that you’re Site and use of the Service meets the standards of Clause 9 above.

C. While LIVE PUBLICATIONS strives to ensure the highest quality of service to the users of the RESELLER Manager, LIVE PUBLICATIONS cannot guarantee that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error free.

12. Limitation Of Liability
A. LIVE PUBLICATIONS shall not be liable for any damages for loss of profits, use, data or other intangible property or any indirect, incidental or consequential damages whatsoever, resulting from the use or the inability to use the Products and Services or resulting from unauthorized access to, deletion or alteration of your transmissions or data or failure to store your transmissions or data, even if LIVE PUBLICATIONS has been advised of the possibility of such damages.

B. LIVE PUBLICATIONS shall not be liable to you for any failure by you to install and implement any part of the Service on your Site or any failure by you to maintain your Site.

C. LIVE PUBLICATIONS shall not be liable for any delay or failure to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond LIVE PUBLICATIONS reasonable control.

D. LIVE PUBLICATIONS liability to you in any circumstances is limited to the fees or commissions paid to you by LIVE PUBLICATIONS in respect of the Products and Services in the calendar year before the cause of action to which the dispute pertains arises.

E. Nothing in these Rules shall limit LIVE PUBLICATIONS liability for death or personal injury caused by its own negligence or for its fraudulent misstatement.

13. Indemnification
A. You agree to indemnify, defend and hold harmless LIVE PUBLICATIONS, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of these Rules by you.

B. LIVE PUBLICATIONS agrees to indemnify, defend and hold harmless the Company, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of these Rules by LIVE PUBLICATIONS.

14. Confidentiality
A. You agree that any information relating to or disclosed by LIVE PUBLICATIONS to you for the duration of the term and for a period of five (5) years thereafter, including but not limited to, the material terms of these Rules, information about the LIVE PUBLICATIONS Products and Services and technical formulas and processes, product designs, audit results, sales, cost and other unpublished financial information, product and business plans, projections, and marketing and promotional data, shall be treated as confidential or proprietary by LIVE PUBLICATIONS ("Confidential Material"). You agree (I) not to disclose any Confidential Material to any third parties; (II) not to use any Confidential Material for any purposes except to carry out your rights and responsibilities under these Rules; (III) to administer and protect Confidential Material with the same degree of care used to administer and protect your own confidential material.

15. Termination & Effect
A. Term. Subject to the provisions of these Rules, the initial term of these Rules is 24 (twenty-four) months, and these Rules shall continue thereafter unless terminated by either party serving 90 (ninety) days' notice on the other party on or after the initial term.

B. Termination by Either party. Either party, at its sole discretion, may terminate this agreement:
1. Immediately if the other party has breached these Rules and such breach is not capable of remedy or, if capable of remedy, within 5 days of providing notice of such breach, said breach remains unresolved; or
2. Immediately if the other party become insolvent for the purposes of the Insolvency Act 1986.

C. Termination by Company. Company may terminate this Agreement:

D. Termination by Both Parties. This agreement may be terminated with immediate effect if agreed, in writing, by both parties.

E. Upon Termination. Upon termination of the Service, your right to use the Service immediately ceases and you acknowledge and agree to cease use of the LIVE PUBLICATIONS Marks and that LIVE PUBLICATIONS may bar any further access to the Service. LIVE PUBLICATIONS shall not be liable to you or any third party for termination of your Membership in accordance with these Rules.

16. Notices
A. All notices to a party shall be in writing and shall be made via email to livesupport@LivePublications.com for notices to LIVE PUBLICATIONS, or to the email address that you provide to LIVE PUBLICATIONS as part of the Registration Data for notices to you, or such other address as either party may specify in accordance with this Clause. Notice shall be deemed given 48 (forty-eight) hours after the email is sent, unless the sending party is notified that the email has not been received.

17. General
A. In the event that any provision of these Rules shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such provisions shall be severed and the remainder of these Rules shall continue in full force and effect. LIVE PUBLICATIONS failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Rules shall be governed by and construed in accordance with the laws of the United States of America and shall be subject to the exclusive jurisdiction of the United States courts. These Rules and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings, arrangements and agreements, whether written or oral, as to such subject matter (except for fraudulent misrepresentations). LIVE PUBLICATIONS reserves the right to assign or sub-contract any or all of its rights and obligations under these Rules. You shall not, without LIVE PUBLICATIONS prior written consent, assign any interest hereunder.

18. Relationship Of Parties
A. You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties or our respective affiliates. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with LIVE PUBLICATIONS other than for the purpose of this agreement.

19. Responsibility For Your Site
A. You will be solely responsible for the development, operation and maintenance of your web site and for all materials that appear on your site (this include the technical operation of your site and all related equipment; creating and hosting you site, establishing links using the special code supplied by us. You will also be responsible for ensuring that your site does not breach or infringe upon the rights of any third party and for ensuring materials posted on your site are not illegal or defamatory. LIVE PUBLICATIONS disclaims ALL liability for these matters and you agree to indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and content of your site.

Amendments
These rules were last revised on January 10, 2007




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