This is a contract between you (“You,” “Your,” or "Affiliate") and Answer 1, LLC, d/b/a Nexa Receptionists, a Delaware Limited Liability Company, (hereinafter referred to as “Us,” “We,” or "Answer 1"). This Affiliate Program Agreement (“Agreement”) defines how we will work together and applies exclusively to Your participation in our Affiliate Program (the "Affiliate Program"). If You are also a customer of Answer 1, our relationship is also governed by our Terms and Privacy Policy, both available at www.nexa.com. The terms of this Agreement are so important that You cannot participate in our Affiliate Program unless You agree to them.These terms of this Agreement may be revised, amended, and / or updated from time to time at Nexa’s sole discretion. If We revise, amend, and / or update the terms of this Agreement We will let You know via electronic means, which may include an in-app notification or by email. You will then have fifteen (15) days to terminate this Agreement, according to the terms founds below.

Thank you for your interest in our Affiliate Program. Should You have any questions, please contact marketing@nexa.com.

1. Non-Exclusivity

This Agreement does not create an exclusive agreement between You and Us. Both You and We will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

2. Affiliate Acceptance

Once You complete a request to become an Affiliate, We will review Your request and notify You whether You have been accepted to participate in the Affiliate Program. At our discretion, We may require additional information prior to accepting (or denying) Your application. We reserve the right to accept or deny applications for any reason and are not obligated to disclose the basis for any such acceptance or rejection to You or any other third party. If We do not notify You that You are accepted to participate in the Affiliate Program within fifteen (15) days of Your request to become an Affiliate, Your request is considered to be rejected.

Upon Your request to participate in the Affiliate Program, the terms and conditions of this Agreement shall apply in full force and effect until terminated, pursuant to the terms set forth below. Further, You will need to complete any enrollment criteria as requested by us, within thirty (30) days of Your acceptance. At a minimum, You will be required to provide a completed W-9 form for our records. Failure to complete any enrollment criteria within thirty (30) days of Your acceptance will result in the immediate termination of this Agreement and You will no longer be able to participate in the Affiliate Program.

You agree to comply with the terms and conditions of this Agreement at all times.

3. Affiliate Responsibilities

Answer 1 seeks to maintain a robust group of affiliates who are actively engaged in promoting its live receptionist and business answering services (“Services”). In consideration for the commissions paid to You pursuant to the terms of this Agreement, You agree to use Your best efforts to diligently market the Services to potential accounts.

4. Commissions

A. Commission and Referral

Subject to the terms of this Agreement and to the terms of any agreement You have entered into with Post Affiliate Pro, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in Post Affiliate Pro for each Eligible Account (hereinafter defined) that accrues during the period for which such commission fee is being calculated.

B. Eligible Accounts

To qualify as an Eligible Account, a customer must (i) signup for Services through Your custom sign-up website or link, provided by Answer 1, or (ii) if the customer signs up for services via the telephone, notify us that You referred them during the signup process. Previous or current customers of Answer 1 are not considered Eligible Accounts.

If You choose to become a customer of Answer 1, Your account does not qualify as an Eligible Account.

We retain the right to determine whether an account is an Eligible Account in the event of a dispute.

C. Commissionable Revenue

"Commissionable Revenue" will be determined on a twenty-eight (28) day period following the Eligible Account’s start date (“Start Date”) and is defined as the total amount of recurring base rate and overage fees for Services (“Service Fees”) collected each 28-day billing period from Eligible Accounts. In no event, however, shall Commissionable Revenue include: (i) taxes; (ii) regulatory surcharges, fees and assessments; (iii) credits; (iv) additional minute fees; (v) set-up fees; and (vi) unbillable or uncollectible charges.

D. Rates and Discounts

Answer 1 shall set the rates for its Services. Rates are subject to change at any time without prior consent from You. For example, Answer 1 determines the prices to be charged for Answer 1 Services sold through the affiliate network in accordance with our own pricing policies. Prices, discounts, and availability of Answer 1 Services may vary from time to time, from affiliate to affiliate, and from region to region.

E. Limitations

Answer 1 will only be liable for payment of commissions on full payment from Eligible Accounts. Answer 1 reserves the right to withhold commissions or chargeback commissions on revenue from customers deemed uncollectible by Answer 1. You will receive notice in the event of such a withholding or chargeback. If You are also a customer of Answer 1, commissions can also be withheld if Your account is in a past-due status. Commissions may be used to offset any balance owed to Answer 1 until all such outstanding balances are cleared.

F. Payment

On or around the 1st of each month, Answer 1 will provide You with monthly remittance reports containing itemized information with respect to Your Eligible Accounts, including the revenue attributable to such accounts and a calculation of the commission payment due hereunder for the reported billing period (the previous billing period). You shall have a period of thirty (30) days after receipt of such monthly report to challenge or dispute the accuracy of the accounting. If You do not challenge or dispute the accounting within such time period, the payment will be considered final and accepted without recourse or later dispute.

Commissions will be paid on a monthly basis when they reach a minimum of $25.00.

5. Term and Termination

A. Term

This Agreement will apply for as long as You participate in the Affiliate Program, until terminated.

B. Termination

Without Cause. Either party may terminate this Agreement without cause at any time by written notice to the other.

Agreement Changes. If We update or replace the terms of this Agreement, You may terminate this Agreement on five (5) days written notice to us, provided that You send us written notice within fifteen (15) days after We send You notice of the change.

With Cause. Answer 1 may terminate this Agreement for cause: (i) upon fifteen (15) days' notice to You of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to You of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if You breach the terms applicable to Your Services with us (if You have Services with us), including if You default on Your payment obligations, or (v) immediately, if We determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

C. Effects of Termination

If this Agreement is terminated for any reason, You will immediately be deemed an “Inactive Affiliate” and We will no longer permit any new customers from signing up through Your affiliate account. Termination of this Agreement (i) Without Cause by Us, or (ii) by You in response to changes to this Agreement, as outlined herein, shall not affect our obligation to pay You commissions if due. If this Agreement is terminated (i) Without Cause by You, or (ii) with Cause by Us, our obligation to pay You and Your right to receive any commissions will terminate upon the date of such termination, regardless of whether You would have otherwise been eligible to receive Commissions prior to the date of termination. Except as expressly set forth herein, You are not eligible to receive a Commission payment after the expiration or termination of this Agreement.

Upon expiration or Termination of this Agreement, You will discontinue use of any signup links, promotional codes, marketing materials or other information We have made available to You in consideration for Your participation in the Affiliate Program.

Upon expiration or termination of this Agreement, You will immediately discontinue all use of our trademark and references to this Affiliate Program from Your website(s) and other collateral. For the avoidance of doubt, the termination or expiration of this Agreement shall not cause an Eligible Account’s subscription to be terminated.

6. Confidentiality

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), (i) whether orally or in writing, that is designated as confidential, and (ii) Answer 1 customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

7. Relationship of Parties

You acknowledge and agree that the relationship arising from this Agreement does not constitute a general agency, joint venture, partnership, employee relationship or franchise between us and that You are an independent contractor with respect to the services You perform pursuant to this Agreement. All expenses incurred by You in connection with Your efforts to market the Services offered hereunder will be entirely Your responsibility. Answer 1 will not in any way be responsible or liable for such expenses. You will be responsible for payment of all taxes or other fees due as a result of Answer 1’s payment of commissions to You.

8. Sales by Answer 1

This Agreement shall in no way limit our right to sell our Services, directly or indirectly, to any current or prospective customers, including prospective customers via the internet.

9. Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display Your trademarks, service marks and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that We make our trademark available to You, You may use our trademark as long as You follow the usage requirements in this section. You must: (i) only use the images of our trademark that We make available to You, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if We request that You discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies We endorse, sponsor or approve of Your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

10. Limitation of Liability

In the event of any defect, failure, error, negligence, modification or discontinuation of the Services or the provision thereof to You or Your Eligible Accounts, Answer 1 shall not be liable to You or any end user for any actual, direct, indirect, special, incidental, consequential, punitive or any other damages, or for any lost revenue, profits or commissions of any kind, whether or not foreseeable, which are claimed to have arisen therefrom. In no event shall Answer 1 be liable to the other party for any special, indirect, consequential or punitive damages, whether or not foreseeable, which are claimed to have arisen from any act or omission of either party in connection with its performance under this Agreement, or the Terms.

11. Indemnification

You agree to indemnify, defend and hold harmless Answer 1, and its respective officers, directors, employees and affiliates, from and against any loss, claim, action, suit, proceeding, judgment, damage, liability, cost, and expense (including without limitation court costs, legal expenses, reasonable attorney's fees and allocable cost of in-house counsel) which arise from or are claimed to have arisen from, directly or indirectly, breach of this Agreement or any act or omission of You, Your employees, officers, affiliates, representatives, third parties authorized by You, subagents or contractors in performing activities related to this Agreement, and You shall receive and respond to all inquiries related thereto.

12. Assignment

Answer 1 reserves the right to assign this Agreement to others without Your consent. You may not assign this Agreement to any other without the express written consent of Answer 1, which will not be unreasonably withheld.

13. Notices

Notices to be given pursuant to this Agreement must be in writing, although electronic means (including email and in-app notifications) are acceptable. If to Answer 1, notice shall be provided to:
Nexa
ATT: Marketing
3820 N. 3 rd Street
Phoenix, AZ 85012
marketing@nexa.com
602-234-0111

Notices to You shall be given to the address and/or email address You provided during Your application or via an update at a later time. You are responsible for notifying Answer 1 of any changes to Your contact information and Answer 1 shall not be liable for notices delivered to an invalid/old location.

14. Non-Waiver

No failure by either party to take action on account of any default by the other will constitute a waiver of any such default or of the performance required of the other.

15. Legal Fees and Expenses

If any legal action is brought by either party against the other in connection with a dispute arising under this Agreement, the party in whose favor final judgment is entered shall be entitled to recover from the other party all reasonable attorney's fees and costs of suit incurred in connection with the action in addition to any other relief that may be allowed pursuant to this Agreement or by law.

16. Governing Law

All matters arising out of or relating to this Agreement or otherwise in connection with the Services are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. You and Answer 1 both waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors and assigns, under or connected with the Services or this Agreement. All disputes, controversies, or claims arising out of or relating to this Agreement or otherwise in connection with the Services shall be submitted to binding arbitration in the State of Arizona in accordance with the applicable rules of the American Arbitration Association then in effect.

17. Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Data Protection, Governing Law and Survival.

18. Authority

If You are not signing this Agreement on behalf of You, the individual, but on behalf of a corporation, partnership, or limited liability company, You represent and warranty that You have the authority to bind such entity as denoted on Your W-9 form related to this Agreement.