1. Validity
    The following Terms and Conditions (hereafter referred to as: “Terms” or “Agreement”) of BSP Rewards (“BSP”) apply to all users (hereafter referred to as: “Partner”) of services provided by BSP on the Internet at www.bsprewards.com. The Partner declares his/her/its consent with the Terms through their use of the aforementioned services. Any terms and conditions set forth by the Partner or any third parties shall be void and do not apply, even if BSP does not contradict their application on an individual basis. BSP reserves the right to modify its Terms from time to time solely at its discretion.
  2. Partner Program Content
    BSP provides and operates a fully serviced Cash Back Shopping Site to Partner. The purpose of the Partner Program is to enable Partner to monetize its existing customer base (including clients, members, followers, fans etc.), increase the number of customers and enhance their loyalty. Partner customers are hereinafter referred to as “Participants”. BSP will create and operate a co-branded or Partner branded website (“Partner Site”). The Partner Site may include, but may not be limited to:

    • Landing and registration page
    • A multitude of different Cash Back Shopping Categories
    • Up to 10,000 online stores to shop and earn Cash Back
    • Customer Referral Program for Participants
    • Subscription Memberships for Participants

    BSP operates the Partner Site, including all service components thereof, as well as customer service and Partner Site service management.

    The Partner shall, to the best of his/her/its ability, endeavor to register new Participants on the Partner Site. The Partner will not be granted exclusive marketing rights or other special privileges as a Partner; in particular, BSP is entitled to offer to, and to register into the Partner Program, other persons and entities, with the same, similar or differing content as compared to Partner’s, in BSP’s sole discretion.

    The Partner receives a commission payment according to Section 8 of these Terms from the revenue earned by Participants who have registered through the Partner Site. Participants’ data remain the property of BSP; the Partner receives a limited right to use the database. The extent of the Partner’s right of use is defined by tools made available in the Partner’s ‘back office’ site provided by BSP. All contractual relationships with Participants, as Participants, are solely between the Participants and BSP, to the exclusion of Partner.

    Notwithstanding anything to the contrary, Partner’s registration in the Partner Program is fully contingent upon and subject to Partner’s completion of the Partner registration forms provided by BSP (which may consist of online and/or other forms) and BSP’s acceptance of Partner into the Partner Program, which acceptance shall be at BSP’s sole discretion.

    Participant registration is web-based and is therefore not necessarily geographically limited; provided, however, that it is the Participant’s obligation to ensure that registration on and use of the Partner Site is legally permissible within their jurisdiction. The offering shall begin on the date that the Partner Site is publicly published (which date is estimated to be five (5) to seven (7) days after BSP accepts the Partner’s completed registration and applicable payments have been processed as described in Section 5 herein.

  3. Relationship of Partner
    BSP engages Partner as an independent entity. BSP and Partner hereby agree to be independent contractors, and neither party, nor any of their respective affiliates, has the authority to bind the other. Partner hereby accepts such engagement. It is mutually agreed that this relationship shall not render Partner as an employee of, partner under company law with, agent of, or joint venture with, BSP for any purpose. The validity of consumer protection regulations is expressly excluded. BSP shall not be responsible for federal or state income, social security, or other such taxes as may be assessed Partner as a result of fulfilling its duties pursuant to the Partner Program. Partner shall be solely responsible for all such taxes. Partner shall not have any claim against BSP for vacation pay, sick leave, retirement benefits, social security, workers compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
  4. Conflicts Of Interest, Non-Hire Provision and Covenant Not To Compete
    Partner warrants that he, she, or it is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between them and any third party. Further, in rendering their duties, Partner shall not utilize any invention, discovery, development, improvement, innovation or trade secret in which it does not have a proprietary interest. Partner is expressly free to perform services for other parties while performing services for BSP. Notwithstanding the foregoing, during the term hereof and for a period of one (1) year following any termination of this Agreement (altogether, the “Restrictive Covenant Period”), Partner shall not, directly or indirectly hire, solicit, or encourage to leave BSP’s employment, any employee, agent, consultant, or independent contractor of BSP, or hire any such employee, agent, consultant, or independent contractor who has left BSP’s employment or contractual engagement within one (1) year of such employment or contractual engagement. Further, and for the aforesaid Restrictive Covenant Period, Partner hereby agrees not to compete with or circumvent BSP, in any form whatsoever, as to BSP’s business, plans, marketing formula, vendors, industry constituents, or providers of the services/products worldwide.
  5. Website Design, Domain, and Hosting Fees

    For the initial setup of each Partner Site, Partner is required to pay a setup fee (“Set Up Fee”) as per the current fee schedule published on www.bsprewards.com. For continuous operation of the Partner Site, the Partner additionally pays an annual maintenance fee (“Maintenance Fee”). When multiple Partner Sites are set up, the Set Up Fee and Maintenance Fee are charged for each Partner Site separately. The Partner will be invoiced for the Set Up Fee following BSP’s acceptance of Partner’s registration, and Partner must pay the Set Up Fee prior to BSP beginning any work. The initial Maintenance Fee is due on the first anniversary of the date the Partner Site has been published and thereafter the Maintenance Fee will be invoiced annually on each subsequent anniversary and will be due net thirty (30) days following the date of each invoice. The setup is estimated to take five (5) to seven (7) days. Services are to be provided by BSP according to the current terms of service located on www.bsprewards.com.

    Notwithstanding the foregoing, if Partner complies with the Partner Requirements as per section 9 (i) – (iii) hereof and Partner is (i) a non-profit organization, (ii) provide BSP with all required proof of Partner’s status as a non-profit organization or governmental entity at the time of registration to the satisfaction of BSP and (iii) is accepted into the Partner Program by BSP, then BSP will waive the Set Up Fee and Maintenance Fee, as defined above, for the Partner Site.

  6. Marketing / Promotion

    Notwithstanding the foregoing, if Partner complies with the Partner Requirements as per section 9 (i) – (iii) hereof and Partner is (i) a non-profit organization, (ii) provide BSP with all required proof of Partner’s status as a non-profit organization or governmental entity at the time of registration to the satisfaction of BSP and (iii) is accepted into the Partner Program by BSP, then BSP will waive the Set Up Fee and Maintenance Fee, as defined above, for the Partner Site.

    Partner is authorized to promote the Partner Site. Partner shall be responsible for all expenses it incurs. Promotion activities must not violate any law, and must comply with basic rules of ethics. These activities must not be harmful or offensive, including use of defamatory, threatening or obscene language. The Partner must not use any merchant names, logos, banners, etc. listed in the BSP Shopping Mall or Travel site(s) in their marketing efforts.

    Furthermore, Partners are not permitted to use “BSP” or any names owned or licensed by BSP or its affiliates as a component of any domain name. Domain names may not contravene laws or the rights of third parties. Furthermore, Partner shall not use “BSP” or any names, marks or copyrighted language owned or licensed by BSP or its affiliates without BSP’s prior written consent, except as specifically permitted in these Terms.

  7. Assignment
    This Agreement is assignable by BSP without giving prior notice to the Partner. The assignee must agree to abide by all the terms and conditions within this Agreement. Partner must receive written confirmation from BSP before being allowed to assign the Agreement.
  8. Partner Compensation
    Partners shall receive compensation for the business transactions conducted through the Partner Site by Participants according to the following:
    1. Up to thirty percent (30%) of the net revenue received by BSP for each annual fee paid by a new “VIP Lounge” member Participant who enrolls on the Partner Site, and
    2. Up to thirty percent (30%) of the Cash Back amount actually received by a Participant enrolled on and through the Partner’s Partner Site from each of the Participant’s qualifying purchases made from a merchant through the Partner Site, provided, however, that, for the purposes of Partner compensation hereunder, the Cash Back amount pursuant to this Section 8(b) for each qualifying Participant purchase will be capped at the Cash Back amount that would have been earned by Participant if Participant was a Basic member (i.e., neither a VIP Lounge member nor a Premier member) (the “Capped Cash Back Commission”), and
    3. Five percent (5%) of the “Partner Compensation” earned by each new partner entity for such new partner’s Capped Cash Back Commission and on the fees for such new Partner’s properly enrolled new VIP Lounge member Participants, provided that such new partner is sponsored by Partner and (a) properly registers using Partner’s “Sponsor Identification Number”, which will be provided to Partner by BSP and (b) is accepted into the Partner Program by BSP.
    The number of member Participants and Cash Back Participant transactions for which Partner may be eligible for compensation is not estimable or limited except as implicit in the terms of this Agreement. All payments are subject to the receipt by BSP of the revenue on which the compensation payment is directly or indirectly based. In the event that any compensation payment has been paid to Partner based directly or indirectly on revenue that BSP initially receives but is not ultimately entitled to (e.g., where a Participant returns a purchase from a merchant made through the Partner Site), such compensation payment shall be recoverable by BSP, and Partner will have the corresponding amount(s) deducted from their subsequent compensation payment owed until it is completely recovered. The minimum amount for which BSP will issue a compensation payment is the equivalent of US$25.00. If Partner’s compensation payments do not equal or exceed the equivalent of US$25, BSP will accrue the compensation payments until they total US$25.00 (or equivalent). Compensation payments will be made in accordance with BSP policy, and Partner will only be eligible to receive compensation payments for so long as Partner remains in compliance with the terms and conditions of this Agreement, BSP’s marketing-related policies, rules and requirements and all applicable local, state and federal laws, rules and regulations. BSP will make reasonable efforts to make available to Partner a running accounting of compensation earned by Partner, updated on a reasonable basis, in the Partner’s ‘back office’ site provided by BSP. Note: for non-profit organization Partners based in California (U.S.A.), BSP will make the Partner’s compensation available at least at the end of each ninety (90) day period during the term of the Agreement, even if payment will be less than US$25.00.
  9. Partner Obligations
    Partner agrees to represent its Partner Site honestly and within its limitations and design, and not make any inferences that may suggest anything more. Partner is hereby required to comply with the following requirements (“Partner Requirements”): (i) register for the Partner Program, (ii) distribute Partner communications, emails, promotional, marketing and informational content (“Marketing Communications”) as instructed by BSP to customer base. Marketing Communications must be disseminated to customer base by email and all other means by which Partner normally communicates to customer in its ordinary marketing activities and (iii) perform co-public relations tasks with BSP, including but not limited to co-promotional, co-advertising and co-marketing initiatives, determined by BSP as necessary to support their Partner Program. Partner shall provide to BSP’s satisfaction, upon request, reasonable proof of its compliance thereto with the marketing requirements and may from time to time, be required to submit to an audit review to accomplish same.
  10. Future Acts and Modifications
    Partner understands and agrees that BSP will notify Partner of all such future acts, processes and information as may be reasonably required from Partner to carry out fully and to effectuate the provisions of this contractual relationship of the parties, and any changes, waivers, discharges, or terminations to this contractual relationship which BSP in its sole discretion may deem necessary, by submitting any such changes in writing to Partner. Partner agrees to comply with such future acts, changes, waivers, discharges, or terminations. Notwithstanding the foregoing, notice of any such future acts, changes, waivers, discharges, or terminations may be provided by BSP by publishing updated Terms online. BSP may also decide on its own discretion to completely discontinue the service without payment or other compensation and without any liability therefor.
  11. Confidentiality
    Partner acknowledges that during their engagement they may have access to, and become acquainted with, various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by BSP and/or used by BSP in connection with the operation of its business including, but not limited to, BSP’s business and service/product processes, methods, customer lists, accounts and procedures. Partner agrees that they will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of the Agreement or any time thereafter, except as required and approved by BSP in the course of their engagement with BSP.
  12. Termination
    The initial term of the Partner Program shall be one (1) year after BSP provides Partner with notice of BSP’s acceptance of Partner into the Partner Program. Thereafter, the term shall automatically renew for additional one (1) year periods, unless either BSP or Partner provides written notice to the other party at least thirty (30) days prior to the expiration of the then-current annual term period of its election not to renew. BSP shall have the right to terminate this Agreement at any time, with or without notice, should Partner commit a breach thereof or fail to comply with those Terms published by BSP and which may be amended from time to time at the sole and exclusive discretion of BSP or becomes inactive. After the initial term, BSP shall have the right to terminate this Agreement at any time and for any or no reason by giving sixty (60) days prior written notice to Partner. Partner shall have the right to terminate this Agreement for any reason whatsoever by giving sixty (60) days prior written notice to BSP. Furthermore, Partner may terminate this Agreement upon written notice with immediate effect if BSP is in material breach of this Agreement, which breach remains uncured for thirty (30) days after written notice of the breach is received by BSP from Partner. In case of any termination that is not either due to a breach of BSP or effectuated by BSP due to a breach of Partner, all fees owed and owing to BSP according to Section 5 of the Agreement, if any, shall still be due. Notwithstanding anything to the contrary, fees that are paid to BSP under this Agreement are not refundable. Within thirty (30) days following any termination, or within ten (10) days following written request by Partner, BSP will make available to Partner a final accounting of compensation earned by Partner hereunder. Notwithstanding the foregoing, for non-profit organization Partners based in the state of New York (U.S.A.), the parties acknowledge that such Partner shall have the right (if and only to the extent directly applicable) to terminate its initial term of the Partner Program within fifteen (15) days of the date that such Partner files a copy of this Agreement with the Attorney General of the state of New York, provided, however, that such Partner understands it must be and remain in compliance with all laws, rules and regulations. Under the above circumstances, such non-profit organization Partner based in the state of New York (U.S.A.) that wants to terminate as specified in the previous sentence must send clear notice of termination to the following addresses:

    To BSP:
    BSP Rewards
    1515 South Federal Hwy, Suite 307
    Boca Raton, FL 33432

    With a copy to:
    Office of the Attorney General
    The Capitol
    Albany, NY 12224-0341

    and any other applicable New York State Attorney General Office address.
  13. Breach / Remedies
    Partner agrees and acknowledges that BSP has made a substantial investment and will continue to invest monies to develop and promote its name, services, products, and good will in the area in which it operates; Partner does hereby agree and acknowledge that, because of such investments, substantial and irreparable injury may be done to BSP should Partner breach this Agreement. Therefore, Partner hereto acknowledges that the services to be rendered by BSP under this Agreement are of a special, unique, unusual, and extraordinary nature, and a breach by Partner of any of the provisions of this Agreement will cause injury and damage. Partner expressly agrees that BSP shall be entitled to injunctive or other equitable relief in the event of, or to prevent, a breach or intended breach of any provision of this Agreement by Partner, provided, however, that such equitable relief shall not be construed to be a waiver of any rights or remedies that BSP may have available for damages or otherwise under this Agreement or at law or in equity. The various rights and remedies of BSP under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other, or of any right or remedy allowed by law or in equity.
  14. Failure To Exercise
    No failure of BSP to exercise any of the rights or options granted herein, or to insist upon strict compliance by Partner, and no custom or practice of BSP at variance with the terms hereof, shall constitute any waiver of BSP’s rights with exact compliance with the terms hereof. A waiver of BSP of any specific default shall not affect or impair the rights of BSP with respect to any subsequent default of the same or different nature, nor shall any delay or omission to exercise such rights or options arising from a default affect or impair the rights of BSP regarding such default or subsequent default.
  15. Unenforceability of Provisions
    If any provision of the Terms, or any portion thereof, is held to be invalid or unenforceable, then the remainder of the Terms shall nevertheless remain in full force and effect.
  16. Law To Be Applied
    All Sections of the Terms shall be subject to, governed by and construed in accordance with, the laws in Florida (U.S.A.). Furthermore: (a) for non-profit organization Partners based in the state of Georgia (U.S.A.), the parties acknowledge that any transactions deemed to be charitable sales promotions under Georgia law conducted hereunder will be subject to Title 43, Chapter 17 of the Georgia Code, if and only to the extent directly applicable; (b) for non-profit organization Partners based in the state of New Hampshire (U.S.A.), the parties acknowledge that any transactions deemed to be charitable sales promotions under New Hampshire law conducted hereunder will be subject to Section 7:28 of the New Hampshire Statutes, if and only to the extent directly applicable; and (c) for non-profit organization Partners based in the state of New Jersey (U.S.A.), the parties acknowledge that any transactions deemed to be charitable sales promotions under New Jersey law conducted hereunder will be subject to the New Jersey Charitable Registration and Investigation Act (N.J. Stat. § 45:17A-18 et seq.), if and only to the extent directly applicable. Notwithstanding anything to the contrary anywhere else, all parties agree that BSP is regularly and primarily engaged in trade or commerce other than in connection with soliciting for charitable organizations or purposes.
  17. Headings
    Section headings are for descriptive purposes only and are not to be construed as a part of these Terms.
  18. Entire Agreement
    The Terms set forth all the covenants, promises, agreements, conditions and understandings between the parties concerning the matters for which the Terms are herein made, and any and all prior covenants, promises, agreements, representations, conditions or understandings between them, either written, oral, or in electronic format, are hereby null and void. Oral additions/ extensions do not exist and are invalid. Individual agreements need written form and must be signed by authorized signatories of both parties to be effective.
  19. Notices
    Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given only if deposited as certified or registered mail, postage prepaid, return receipt requested. Notwithstanding the foregoing, (a) notices of any modification to the Partner Program or the Terms may be posted online by BSP, either in the form of updated Terms or otherwise, and such shall serve as valid notice with regard to such, and (b) other notices that may be provided by BSP may be posted on a Partner’s ‘back office’ site provided by BSP, and such shall serve as valid notice with regard to such.
  20. Adequate Rights; Limited License by Partner
    Partner and the person accepting this Agreement for Partner each represents and warrants to BSP that: (a) Partner owns all right, title and interest in and to Partner’s tradename(s) and trademark(s) provided to BSP for the purposes of setting up and maintaining the Partner Site; (b) Partner has all rights in Partner’s tradename(s) and trademark(s) provided to BSP necessary to grant the rights contemplated by this Agreement and the Partner Site; and (c) the person accepting this Agreement for Partner is an authorized signatory of Partner and has been provided by Partner all authority and rights necessary to bind Partner hereto. Partner hereby (i) grants to BSP and BSP’s affiliates the limited right and license to use and display Partner’s tradename(s) and trademark(s) provided to BSP for the purposes of setting up and maintaining the Partner Site as well as for promotional use and marketing purposes; (ii) shall indemnify BSP and its affiliates and hold BSP and its affiliates harmless from any claims related to BSP’s or its affiliates’ use of such Partner trademark(s) and tradename(s) as such use is contemplated by this Agreement and the Partner Program (including but not limited to with the regard to the Partner Site); and (iii) hereby waives and releases BSP and its affiliates from any liability in relation to BSP’s or its affiliates’ use of such Partner trademark(s) and tradename(s) as such use is contemplated by this Agreement and the Partner Program (including but not limited to with the regard to the Partner Site).
  21. Limited License by BSP
    As between BSP and Partner, BSP or its affiliates or licensors own and reserve all right, title, and interest in and to the Partner Program and all services, components and offerings contemplated thereby, including but not limited to the Partner Site. BSP grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the term to access, use and take part in the Partner Program solely as expressly provided by, and in accordance with, this Agreement. Except as provided in this Section 21, Partner obtains no rights under this Agreement from BSP or its licensors to the Partner Program or any aspects thereof, including any related intellectual property rights. Partner may not, and may not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any services or components thereof included under the Partner Program; or (b) reverse engineer, disassemble, or decompile any services or components thereof included under the Partner Program or apply any other process or procedure to derive the source code of any software included in or utilized as a part of such services. All licenses and permissions granted to Partner in this Agreement are conditional on Partner’s continued compliance with this Agreement. During and after the term, Partner agrees that it will not assert, nor will it authorize, assist, or encourage any third party to assert, against BSP or any of BSP’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Partner Program or any services constituting a part thereof, including but not limited to the Partner Site.
  22. Indemnification
    Partner shall indemnify and hold BSP, its stockholders, officers, directors, employees, affiliates and representatives harmless from and against any and all claims, loss, cost, fines, damage, expense and liability, including, without limitation, court costs and attorney fees, arising out of, in whole or in part, directly or indirectly: fraud, misrepresentation, negligence, intentional misconduct, acts, omissions, unauthorized activity or representations, registration or participation in the Partner Program (including all services pursuant thereto), breach of this Agreement, or violation of any applicable law or governmental regulation by Partner or any person or entity by, through or under Partner, as well as BSP’s or its affiliates’ use and display of Partner’s name(s), trademark(s) or other intellectual property or Partner data pursuant to this Agreement and the Partner Program (including any claim involving alleged infringement or misappropriation of third-party rights by Partner’s name(s), trademark(s) or other intellectual property or Partner data or by the use, development, design, production, advertising or marketing of Partner’s name(s), trademark(s) or other intellectual property or Partner data). Partner further agrees to release BSP, its stockholders, officers, directors, employees, affiliates and representatives from all liability arising from or relating to Partner’s marketing activities under or related to the Partner Program or this Agreement.
  23. DISCLAIMER OF WARRANTIES
    THE PARTNER PROGRAM AND ALL SERVICES OFFERED PURSUANT THERETO ARE PROVIDED “AS IS.” BSP AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PARTNER PROGRAM OR ANY SERVICES OFFERED PURSUANT THERETO OR ANY THIRD PARTY CONTENT ON ANY PARTNER SITE, INCLUDING ANY WARRANTY THAT THE PARTNER PROGRAM OR ANY SERVICES OFFERED PURSUANT THERETO OR ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING PARTNER CONTENT OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, BSP AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
  24. LIMITATION OF LIABILITY
    BSP AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO PARTNER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER BSP NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) PARTNER’S INABILITY TO ACCESS OR USE THE PARTNER PROGRAM OR ANY SERVICES OFFERED PURSUANT THERETO FOR ANY REASON WHATSOEVER; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY PARTNER IN CONNECTION WITH THIS AGREEMENT OR PARTNER’S USE OF OR ACCESS TO THE PARTNER PROGRAM OR ANY SERVICES OFFERED PURSUANT THERETO; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF PARTNER’S CONTENT OR OTHER DATA. IN ANY CASE, BSP’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF US$1,000.00 OR THE AMOUNT PARTNER ACTUALLY PAID BSP UNDER THIS AGREEMENT FOR PARTICPATION IN THE PARTNER PROGRAM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. Partner will not bring any legal action related in any way to this Agreement more than one (1) year after the cause of action arose.
  25. No Third Party Beneficiaries
    This Agreement does not create any third party beneficiary rights in any person or entity that is not a party to this Agreement.
  26. Force Majeure
    BSP and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results in whole or in part from any cause beyond BSP’s reasonable control, including but not limited to any denial-of-service attacks, fire, flood, storm, explosion, act of God, war, terrorism, riots, civil insurrection, sabotage, accident, earthquakes, internet, power or communication connectivity issue or failure, failure of third-party hardware or software, governmental act or order or restriction, embargo, customs and trade regulation, restriction and/or sanction, strike or other labor trouble, or any other occurrence, act, cause or thing beyond the reasonable control of BSP.
  27. Export and Import Compliance
    Any export or import by Partner of any services, products or information related to this Agreement must be made in compliance with all applicable laws and regulations. PARTNER AGREES TO INDEMNIFY AND HOLD BSP AND ITS STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND REPRESENTATIVES HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO PARTNER’S NON-COMPLIANCE WITH APPLICABLE EXPORT AND IMPORT LAWS AND REGULATIONS. BSP will not be obligated to perform any obligations under this Agreement, and will not incur any liability or consequence as a result of non-performance, to the extent that performance would constitute a violation of, or would result in the imposition of any sanctions under, any law or regulation, including but not limited to any applicable national or international foreign trade and customs requirements or embargos.
  28. Survival
    The provisions of this Agreement which, by their express or implicit terms or nature, are intended to survive the termination or expiration of Partner’s account pursuant to this Agreement (including but not limited all indemnification obligations, liability limitations, arbitration obligations and confidentiality restrictions) shall survive such termination or expiration and shall be and remain enforceable.