This agreement (the “Agreement) is made between Keeping™ (the “Company”), and the Reseller, and collectively, the “Parties” for participation in The Company’s Reseller program.
Reseller wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Reseller’s website;
By signing up to the Company’s Reseller program the reseller accepts this agreement in full:
1. Promotional Materials.
Company shall make available to Reseller certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Reseller website (the “Promotional Materials”). Reseller shall display the Promotional Materials on Reseller’s website prominently and as Reseller sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Reseller shall also include a link from the Promotional Materials to Company’s website, as specified by Company.
2. Use of Promotional Materials.
The Reseller’s use and display of the Promotional Materials on the Reseller’s site shall conform to the following terms, conditions and specifications:
- Reseller will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Reseller wishes to alter or otherwise modify the Promotional Materials, Reseller must obtain prior written consent from Company for such alteration of modification.
- Reseller may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
- Reseller may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
- The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.
Company hereby grants to Reseller a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property.
Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Reseller any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Reseller. Reseller shall provide services for Company as an independent contractor. Reseller shall have no authority to bind Company into any agreement, nor shall Reseller be considered to be an agent of Company in any respect.
- The current percentage is 30% of recurring purchases per customer for life.
- Company shall pay all Commissions accrued and payable to Reseller within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Reseller is less than $10.00, then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Reseller in the third month, regardless of the total amount owed. Payment is made via the Reseller PayPal account.
- Commissions are held for a period of 2 months from any purchase to protect Company in the event of any chargeback that may occur.
- Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Reseller. Reseller shall be given reasonable access to these records upon request, and is available through the Reseller.
- In exchange for Reseller’s display of the Promotional Materials, and for Reseller’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Reseller a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Company’s website through a link on Reseller’s website.
- This percentage is subject to change by the Company at any time. Notification to Reseller of any change in commission percentage will be given by Company at the email address on hand for the Reseller.
- Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Reseller in any period or periods shall be rectified by Company within 30 days of discovering such discrepancy.
- In the event that Reseller materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Reseller shall be forfeited, and Company shall not be obligated to pay such Commissions to Reseller.
7. Reseller’s Representations and Warranties.
Reseller represents and warrants the following:
- Reseller will not publish or otherwise distribute any advertising materials for Reseller’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Reseller will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Reseller will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
- Reseller will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
- Solicitous of any unlawful behavior
- Reseller’s website does not contain any materials that are:
- Reseller has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Graphically violent, including any violent video game images; or
- Reseller has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Reseller’s website. Nothing on Reseller’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Reseller have any reason to believe that any person or entity will bring or threaten such a claim in the future.
- Reseller will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
- Reseller will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
Reseller shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Reseller’s warranties set forth in Section 7 above. Reseller shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Reseller of the Promotional Materials.
Any information that Reseller is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Reseller may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Reseller obtains prior written consent for such disclosure from Company.
- This Agreement shall take effect when signed, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
- Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
Company shall not be responsible for any taxes owed by Reseller arising out of Reseller’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Reseller.
12. Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
13. Jurisdiction and Severability
- Parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Switzerland.
- If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
14. Entire Agreement.
This Agreement constitutes the entire agreement between Company and Reseller, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Last updated 1/09/2015