Portal Partner Agreement : Legal Information | Masterkey


Masterkey Portal Partners

By clicking the “i agree” button displayed as part of the agreement, you agree to the following terms and conditions governing portals and terms and conditions (as defined below) as provided by masterkey supreme ltd. (“masterkey”) to portals. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this agreement, in which case the terms “you” or “your” shall refer to such entity. if you do not have such authority, you may not enter into an agreement with masterkey.

(Individually to be referred to as “Party"and collectively as “Parties")

1.1. Masterkey means Masterkey Supreme Ltd., (by and through its successors in title and interest), a Limited Liability Company incorporated under the laws of British Virgin Islands (“Masterkey").

1.2. This Agreement includes the terms and definitions set out below, the policies referenced in this Agreement, and any additional written terms under this Agreement. These terms and conditions are deemed to include our privacy policy for a portal agreement with portal partners and are collectively known as "these Terms" and you agree to be bound by these terms and conditions. These terms are subject to change in Masterkey’s discretion.

Agreement means this Portal Agreement including the terms of this Agreement, may be updated by Masterkey from time to time.

Client means a customer of Masterkey that may or may not be using your services.

Derivative Work means:

  • for material subject to copyright, registered or unregistered design protection, any work which is based on one or more pre-existing works of the Software or the Master Key Technology, such as Upgrades,XML feed, revisions, modifications, improvements, translations, abridgments, condensation, expansion, collections, compilation or any other form in which such pre-existing works may be recast, transformed or adapted;
  • for material subject to trade secret protection, any new material, information or data relating to, and derived from, the Software or the Master Key Technology, including without limitation, new material which may be protected by copyright, patent other proprietary rights, and with respect to each of the above, the preparation and/or use of which, in the absence of this Agreement or other authorization from Masterkey, shall constitute infringement under any law; and with respect to each of the above, the preparation and/or use of which, in the absence of this Agreement or other authorization from Masterkey, shall constitute an infringement under applicable law.

Intellectual Property Rights means, without limitation, any and all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof and forms of protection of a similar nature anywhere in the world, moral rights, confidentiality rights or similar rights under any law.

Masterkey Technology means all of the proprietary technology (including software, hardware, data, operating manuals, user instructions, technical literature and all other related materials, products, algorithms, source codes, formulas, user interfaces, know-know, techniques, designs and other tangible and intangible material or information) contained in, or made available to You by Masterkey in providing, the Software, Program Documentation, Derivative Works and Updates.

Program Documentation means the operating manuals, user instructions, technical literature, and all other related materials in eye readable form supplied to You in connection with the use and application of the Software.

Software means the software application known as “MASTERKEY DX"(which shall include, without limitation, any future updates, derivative works and the Program Documentation).

2.1. General Representations and Warranties: Each party represents and warrants to the other that it has the legal power and authority to enter into this Agreement and to perform its respective obligations hereunder.

2.2. Specific Representations and Warranties: You further represent and warrant to Masterkey that You have not falsely identified Yourself nor provided any false information to gain access to the Software or the Master Key Technology.

3.1. Trademark License

Subject to terms and conditions of this Agreement, each party hereby grants to the other a worldwide, nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use, in your case, "Masterkey" and the associated logo and, in Masterkey's case, your company name and the associated logo (collectively, "Marks") solely in connection with each party's rights, duties and obligations under this Agreement.

Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, (Masterkey’s trademark usage policies can be found at /media/usage.aspx ) with proper markings and legends, and subject to granting party's prior written approval. The granting party may withdraw any approval of any use of its Marks at any time in its sole discretion.

During the period of use, the licensed party shall reasonably cooperate with the granting party in facilitating the granting party's monitoring and control of the nature and quality of products and services bearing the granting party's Marks, and shall supply the granting party with specimens of the licensed party's use of the granting party's Marks upon request. If the granting party notifies the licensed party that the licensed party's use of the granting party's Marks is not in compliance with the granting party's trademark policies or is otherwise deficient, then the licensed party shall promptly comply with such policies or otherwise as directed by the granting party. Neither party shall make any express or implied statement or suggestion, or use the other party's Marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services.

3.2. Software/Program Documentation: You acknowledge and agree that Masterkey owns all right, title and interest, including all related Intellectual Property Rights, in and to the Software and the Master Key Technology and any Derivative Works, suggestions, ideas, enhancement requests, feedback, recommendations or other information (other than the Database) relating to the Software or the Master Key Technology. You further agree that:

  • this Agreement is not a sale and Your possession, access to, or use of the Software or Program Documentation does not convey or transfer to You, and You will not acquire or claim, any rights of ownership, title or registerable interest in, or related to, the Software or the Master Key Technology or any Intellectual Property Rights therein or any copies thereof;
  • You will take adequate security measures to safeguard the Software and the Master Key Technology from access or use by any unauthorized person. For the purposes of this Agreement, authorized persons are You, Your directors, officers and employees but shall not include Your parent, subsidiaries, affiliates, agents, servants or subcontractors or any of their respective directors, officers, employees, agents or servants; and
  • the trade name, trade dress, logo and product names associated with the Software and the Master Key Technology are trademarks of Master Key Supreme Ltd. and the right and license is granted to use them to the extent provided in this Agreement.

3.3 Masterkey makes no warranties or representations as to the accuracy or completeness of content and the quality of data the client inputs in the system.

3.4. Masterkey reserves the right, in its own discretion, to cancel this Agreement and disconnect the XML webservice in full or in part, for such reasons as Masterkey deems necessary and reasonable with 60 days notice.

4.1. You accept that you are solely responsible for collecting any fees from the Client. Masterkey is not responsible for any amounts, outstanding or otherwise, that the Clients owe you.

4.2. You agree to provide a link to the website on your portal website.

5.1. The Clients will have a separate contractual agreement with you for entering property information, including any uploading of images on your portals amongst other terms and conditions provided by you.

5.2. Masterkey makes no warranty or guarantee any service levels whatsoever for the XML feed.

5.3. Masterkey does not provide any warranties or representations against client’s relationship with you.

6.1. Masterkey reserves the right to charge a fee or a commission in the future, and Masterkey shall notify you of the fees and payment mode as and when applicable. As of this date there is no such fee or commission charge.

6.2. Masterkey reserves the right to request information (“Statistics") on the number of page views of any listings produced via Masterkey

6.3. Masterkey reserves the right to disconnect the service if any Statistics have been falsified or proven inaccurate.

7.2. Nothing in these Terms will be deemed to exclude our liability to you for death or personal injury arising from our negligence, or for fraudulent misrepresentation.

7.3. Subject to clauses 7.1, we shall not be liable to you for any indirect, consequential, special or punitive loss, damage, costs and expenses, loss of profit, loss of business, loss of reputation, depletion of goodwill or loss of, damage to or corruption of data.

Each party acknowledges that the other party's Marks are and shall remain Marks of the other party. Neither party shall gain any right, title or interest with respect to the other party's Marks by use thereof and all rights or goodwill associated with the other party's Marks shall inure to the benefit of the other party.

By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information"). Neither party shall use or disclose any Confidential Information (defined below) of the other party for any purpose outside the scope of this Agreement, except with the other party's prior written consent. Each party shall protect the other party's Confidential Information in a manner similar to its own Confidential Information of like nature (but in no event using less than reasonable care). In the event of an actual or threatened breach of a party's confidentiality obligations, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the breaching party that other remedies may be inadequate.

Confidential Information means all proprietary or confidential material or information disclosed orally or in writing by the disclosing party to the receiving party, including the terms and conditions of this Agreement, that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure; provided, that Confidential Information shall not include any information or material that: (i) was or becomes generally known to the public without the receiving party's breach of any obligation owed to the disclosing party; (ii) was or subsequently is independently developed by the receiving party without reference to Confidential Information of the disclosing party; (iii) was or subsequently is received from a third party who obtained and disclosed such Confidential Information without breach of any obligation owed to the disclosing party; or (iv) is required by law to be disclosed (in which case the receiving party shall give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at disclosing party's expense, should disclosing party wish to contest the disclosure or seek a protective order).

9.1. Masterkey undertakes to execute agreements with clients that will include terminology that indemnifies both parties under this Agreement against any losses, claims costs and expenses the clients may suffer in consequence of with their use of the Service, whether in breach of these Terms or not, including without limitation claims in respect of defamation or breach of any Intellectual Property Rights.

Masterkey Disclaims All Representations And Warranties Made Herein Regarding Portals, Whether Express, Implied Or Statutory, Oral Or In Writing, Arising Under Any Law, Including With Respect To Validity, Non-Interruption, Error-Free Operation, Merchantability, Fitness For A Particular Purpose Or Non-Infringement. In No Event Will Masterkey Be Liable To You Or To Any Other Individual Or Entity Afiliated With You For Any Claim, Loss Or Damage Arising Out Of The Operation Or Availability Of The Service.

This Agreement shall come into force on the date of notification to you of your acceptance as a member of the Program and shall continue for an initial period of twelve (12) months and thereafter the term shall automatically renew for successive twelve (12) month periods unless either Party terminates this Agreement by giving the other Party not less than two (2) months prior written notice of termination to expire on or after the initial period.

If either of us breaches a material term of this Agreement and fails to correct the breach within sixty (60) days of written specification of the breach, the other party may terminate this Agreement. If the breach is of a nature which cannot be corrected, we each agree to extend the sixty (60) days period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in breach of this Agreement, you may not use the Masterkey Property.

Subject to terms and conditions in this Article 11, upon termination or expiration of this Agreement, you shall cease to be a Portal Partner and all of your rights under this Agreement shall cease.

Upon dissolution of your business, the filing of a voluntary or involuntary petition in bankruptcy by you or on your behalf, or termination or expiration of this Agreement, you agree to return or destroy and refrain from using any information regarding marketing and/or sales opportunities that has been provided to you.

Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.

12.1. Masterkey shall not be liable for any delay in performing, or non-performance of any of our obligations under the Agreement if such a delay or non-performance is caused by circumstances beyond our reasonable control.

13.1. Independent Contractors: This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between You and Masterkey. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party in any respect whatsoever.

13.2. No Assignment: Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Masterkey. Any purported assignment or transfer in violation of this Article shall be void.

13.3. Subcontracting: Masterkey shall be entitled to subcontract any or all of its obligations under this Agreement. Notwithstanding any such subcontracting, Masterkey shall remain fully liable to perform its obligations under this Agreement during the period of the subcontract, provided that if any obligation which is required to be performed by Masterkey under this Agreement is performed by its subcontractor, then performance by such subcontractor shall, for the purposes of this Agreement constitute performance pro tanto by Masterkey.

13.4. Entire Agreement: This Agreement together constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous or contemporaneous offers, proposals, agreements and other written and oral communications in relation thereto.

13.5. Modification to Terms: Masterkey reserves the right to modify the terms and conditions of this Agreement or its policies relating to the software or the Master Key Technology at any time, effective upon posting of an updated version of this Agreement on its website. You are responsible for regularly reviewing this Agreement. Continued use of the Software after any such change shall constitute Your consent to such changes.

13.6. No Waiver: The failure of either party to enforce any right, power or remedy hereunder or to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such rights, powers, remedies, terms, covenants and conditions, unless such waiver is an express written waiver which has been signed by the waiving party. Waiver of one breach shall not be deemed a waiver of any other breach of the same or any other provision hereof.

13.7. Binding Effect: This Agreement is binding and shall inure to the benefit of the parties and their respective assigns.

13.8. Notices: Any notice or other communication to be made hereunder or in connection with this Agreement shall be in writing in the English language and shall be made to us, by email to partners@gomasterkey.com and to you by email to the email address that you provide to us at the point of your registration, as may be amended by you in the Update Profile section from time to time. All notices sent by email will be deemed to have been received on receipt (or, when received on a national holiday or on a Friday or Saturday, the next working day following the day of receipt). All notices sent by post will be deemed to have been received 3 working days after the date of posting.

13.9. Severability: In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law.

13.10. Governing Law: This Agreement, including all matters of construction, validity and performance shall be governed by and construed in accordance with the laws of England and Wales.

13.11. Dispute Resolution: Any dispute arising out of, or relating to, this Agreement shall be settled by negotiation in good faith by the parties. In the event that the parties are unable to reach agreement within two (2) months after commencement of such negotiations, the dispute shall be referred to arbitration in accordance with the provisions set forth in the Rules of Arbitration of the International Chamber of Commerce. The arbitration shall take place in London, England or such other location as the parties may agree, the number of arbitrators shall be one (1), who shall be appointed in accordance with the said Rules, the language used in the arbitral proceedings shall be English and the procedure (insofar as not governed by the said Rules) shall be governed by the laws of England and Wales. The parties agree that the decision of the arbitrator shall be final and binding.

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