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BHE-Bill Partnership Agreement |
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The following is the BHE-Bill Partnership Agreement. By using BHE-Bill&39;s Services, Provider agrees to comply with the terms of this Agreement. BHE-Bill reserves the right to amend this Agreement at any time, with or without notice. However, BHE-Bill agrees to post any changes to this Agreement on the BHE-Bill Homepage (located at: http://www.bhe-bill.com). Provider agrees to periodically review this Agreement as modified from time to time. Provider agrees to be bound by and to this Agreement, as modified from time to time, every time Provider uses or accesses the Services. BHE-Bill, in its sole discretion, reserves the right to immediately and without recourse terminate Provider's access to the Services if BHE-Bill reasonably believes that Provider's conduct violates this Agreement. Any capitalized terms (e.g., "Provider") used in this Agreement not otherwise defined herein shall have the same meaning as defined by the BHE-Bill Provider Terms & Conditions. The blanks in the Agreement applicable to any specific provider shall be construed to be filled in with the applicable values as derived from written or email documents showing the result of discussions between BHE-Bill and Provider. This Partnership Agreement is between BHE-Bill, a trade name of Grand Tetons, Inc., and ____________________________________________________________________ ("Provider"). The purpose of this Partnership Agreement is to create and maintain an Internet web site ("The Site") and to collect fees from third parties for granting access ("Membership") to a portion of that web site ("Member Area"). The amount charged for Membership will be:
These amounts and durations may be changed from time to time by mutual agreement of the parties. In compensation for performance of the duties of each party, ______ percent of the amount charged for each Membership will be retained by BHE-Bill. In addition, BHE-Bill will retain: - For each refund granted or collection failure, an amount equal to Provider's share of the revenue represented by the original transaction. - The greater of $15 for registration of each Internet domain associated with this site or the actual amount of fees charged by the domain registrar. - Any other amounts owed to BHE-Bill by Provider, including, but not limited to, all costs of making payments to Provider. The remainder will be paid by BHE-Bill to Provider twice monthly on the first day following the 1st and 16th of the month that BHE-Bill's bank is open for normal business. Each payment to Provider will be for Memberships collected during the second preceeding period: the first payment of the month will cover collections from the 1st through the 15th of the prior month; the second payment of the month will cover collections from the 16th through the end of the prior month. Payments will be made to Provider in U.S. Dollars unless mutually agreed to otherwise. If payment is made in a currency other than U.S. Dollars, Provider will bear the full expense of currency conversion, including, but not limited to, exchange rate differences, conversion fees, handling fees, and the cost of BHE-Bill's handling of payment. BHE-Bill will provide to Provider a good-faith estimate of such expenses on request. Payment will be made to Provider by such means as shall be mutually agreed upon. If payment is made by any method other than bank check delivered by first class postal mail, Provider will bear the full expense of the chosen method, including, but not limited to, bank fees, wire transfer fees, processing fees, delivery costs, and the cost of BHE-Bill's handling of payment. BHE-Bill will provide to Provider a good-faith estimate of such expenses on request. BHE-Bill will: - Provide web hosting services consisting of computer storage, a web server, and Internet access to the server through standard HTTP protocols. BHE-Bill may limit the amount of computer storage as well as the throughput of Internet access not associated with the Member Area. - Collect fees for Memberships at the rates provided in this Partnership Agreement. - Provide customer support to those who have purchased Memberships, including assistance with access to the web site and response to questions about Membership charges. - Except as otherwise provided for in this Partnership Agreement, bear all costs of billing and collections. - Manage access to the Member Area, limiting access by password or other means to those who hold a current Membership and to any others to whom BHE-Bill may choose to grant access. Non-Membership access will be limited to those required for promotional, demonstration, sales, customer service, and management purposes. - Provide reports detailing the basis of each payment to Provider. - Provide reports of access to the web site. - Provide means for cancellation of renewing Memberships up to the day prior to renewal. - Employ the most commercially-feasible methods to limit fraudulent Memberships and refunds, the determination of methods to be at BHE-Bill's sole judgement. - Determine in its sole judgement the circumstances under which a refund will be granted, the amount of any refund, and if a Membership period should be extended. - Provide the means for Provider to deliver content for the web site, the specific means to be agreed upon by the parties. - Review all content provided by Provider for availability through the web site and determine, at its sole discretion, which content to make available. BHE-Bill's decision will be based on, but not limited to, whether the content appears to comply with all applicable laws and regulations and whether all appropriate documentation regarding this content has been received. - Register any Internet domain names associated with the web site and provide the Domain Name Service required to allow Internet users to access the web site. - Include any Internet domain names associated with the web site in BHE-Bill's directory of web sites.
[The following (choose one) DOES/DOES NOT apply]
Provider will: - Provide content on a regular basis, such content to consist of ______________________________________________________________________ of no less quality/dimensions than ___________________________________ provided at least ___ every ____ weeks and of ______________________________________________________________________ of no less quality/dimensions than ___________________________________ provided at least ___ every ____ weeks. - Provide with all content all documentation required to comply with all applicable laws and regulations. Both parties have full rights of ownership and copyright to all content provided by Provider under this Partnership Agreement. During the term of this Partnership Agreement, BHE-Bill has the exclusive right to the use of this content. However, BHE-Bill will not unreasonably withhold permission for Provider to use this content in any manner that does not conflict with the purpose of this agreement and does not materially reduce its value to BHE-Bill. In the event of termination, both parties may continue to use the content provided prior to termination in any manner not detrimental to the reputation or business interests of BHE-Bill. BHE-Bill shall have rights only to content actually provided under this Partnership Agreement and shall have no rights to any other products or property of Provider. Provider shall have no rights to any trademarks, trade names, computer programs, web pages, facilities, software, or other property, goods, or services of BHE-Bill, its licensees, and its contractors, whether provided under this Partnership Agreement or at any other times or by any other means, except as provided for in this Partnership Agreement. Either party may terminate this Partnership Agreement on 30 day notice to the other party, unless Provider is in default under this Partnership Agreement or past due on any amount due BHE-Bill, in which case Provider may not terminate this Partnership Agreement without first curing the default, if possible, or immediately paying all past-due amounts. BHE-Bill may terminate this Partnership Agreement on no notice for violation of this Partnership Agreement or of the "Content Provider Terms and Conditions" and "Acceptable Use Policy" as made available on our web site and made part of this Partnership Agreement. The terms of this Partnership Agreement shall govern in the event of any conflict between the terms of this Partnership Agreement and the "Content Provider Terms and Conditions" or "Acceptable Use Policy." Any Internet domains registered for the web site that is the subject of this Partnership Agreement will be registered to and owned by BHE-Bill or another trade name of BHE-Bill's parent corporation. On termination of this Partnership Agreement and on request of Provider, BHE-Bill will institute through normal domain registrar procedures a transfer of domain ownership to such name as may be designated by Provider. However, transfer will not be initiated until the later of the date this Partnership Agreement terminates or the date when all obligations of Provider under this Partnership Agreement have been met. All provisions of this Partnership Agreement shall be interpreted under the laws of the State of Georgia, United States of America. Any disputes will be submitted to binding arbitration to be conducted by a single arbitrator mutually acceptable to the parties, applying the Commercial Arbitration Rules of the American Arbitration Association. For these purposes, by entering into this Partnership Agreement, Provider agrees to submit to personal jurisdiction in Gwinnett County, Georgia, and agrees not to contest the holding of all arbitration hearings in that County. The parties agree and require that in such proceedings, the arbitrator will award to the substantially prevailing party its reasonable attorney's fees and expenses of arbitration and will cast the entire administrative cost of such proceedings upon the losing party. The terms of this Agreement may be changed by either party on 30 days notice. Any change in terms will not affect payment terms for amounts billed prior to the change. In no event will a change in terms affect ownership of content. Should any part or provision of this Partnership Agreement or any associated agreement between the parties be held invalid by a court of law or other action, all remaining provisions shall still remain in full force. Any notices required to be given under this Partnership Agreement will be deemed to have been given on the date of proof of delivery to the party's last known address or on the date of an e-mail receipt that the e-mail has actually been read by the last known e-mail address of the party. By accepting BHE-Bill's Service, Provider represents that its governing body or person(s) has read and understands fully this Agreement, and has authorized Provider's representatives, agents, or employees who are responsible for accepting the Service in such manner to execute and deliver this Agreement on behalf of the Provider, thereby binding the Provider to the terms and conditions contained in this Agreement. |