|
RESELLER AGREEMENT AND DISCLAIMER
IMPORTANT
PLEASE READ THIS RESELLER AGREEMENT AND DISCLAIMER CAREFULLY. USE OF ANY OF eSupportDB.com SERVICES ARE CONDITIONAL UPON YOUR AGREEMENT WITH THE FOLLOWING TERMS AND CONDITIONS. BY USING
eSupportDB.com SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS.
eSupportDB.com
("eSupportDB") accepts the individual or entity named below ("Reseller") subject to the terms andconditions stated herein. By use or sale of the eSupportDB.com SERVICES, Reseller agrees to be bound by all of the terms and conditions in the Agreement. eSupportDB.com reserves the right to alter its product offerings and pricing at any time.
Term. eSupportDB.com's services are provided on a month to month basis and will continue until terminated by eSupportDB.com or by Reseller. Any fees
charged by eSupportDB.com are considered earned as of the first day of the monthly billing period with respect to any active Reseller customer. Any fees collected in advance at the time of setup of the
service or designated specifically as Setup Fees are considered earned at that time unless eSupportDB.com fails to provide the service within a reasonable period after initial registration by Reseller's
Customer.
Payment.
Reseller agrees to pay all appropriate fees as follows:
Reseller agrees to provide eSupportDB.com with a valid credit card for payment for all fees due or
to make other payment arrangements ("Special Arrangements"). Subsequent to the payment of any advance fees or setup fees.
Reseller agrees to pay monthly charges at the beginning of each
monthly period applicable to Reseller's customers. Reseller acknowledges and agrees that eSupportDB.com will continue to collect its monthly fees by charges to the valid credit card or by the Special
Arrangements. Should
the credit card charges not clear for any reason (or Special Arrangements fail to be met by Reseller) and/or a new valid payment information needs to be collected or arranged for,
Reseller acknowledges that eSupportDB.com may charge a reasonable administrative fee. If your service
or your customer's is terminated because of lack of payment, eSupportDB.com may require that you
pay all past due charges and or assess additional setup fees to reestablish your account. Reseller must bring any billing issues to our attention within 60 days of the billing date. If eSupportDB.com is
required to use any collection agency or attorney to collect money owed or assert any other rights due us, Reseller agrees to pay the reasonable costs of collection or other action including legal fees
and or collection agency costs.
Customer Payments to Reseller.
It is Reseller's responsibility to bill and/or collect from its customers all fees they are charging for
eSupportDB.com's services provided to Reseller for resale and comply with any and all laws associated with doing so, including collection of any State or local sales tax that may be due by virtue of
Reseller's provision of services to its customers.
Customer Subscription Agreements.
Reseller agrees to refer to, post at its order site, and otherwise make available to its
customers, a copy of a Subscription Agreement substantially the same as the one used by eSupportDB.com on our web site (http://www.esupportdb.com) with the intention of having all of Reseller's customers
subject to such agreement. eSupportDB.com shall make this agreement available to Reseller. Such agreement shall also be made available to Reseller's customers via hypertext link from the Reseller's Web
site
Termination of Service.
You may terminate your service at any time by providing us with notice. eSupportDB.com may terminate your service for any reason including failure to
make payment of fees when due. If you terminate your service or if your service is terminated for non-payment of fees, then eSupportDB.com at that time will specifically be authorized to contact
Reseller's customers to determine if they wish to continue the service directly with eSupportDB.com.
Change of Services.
eSupportDB.com may change the nature of its services offered
from time to time and is under no obligation to maintain any specific level of service.
Provision of Service.
Reseller acknowledges the uncertainties surrounding the technology known
as the Internet. eSupportDB.com is not responsible for interruptions in service which may occur from time to time and makes no warranty, either express or implied, regarding the service provided to you.
All such warranties are expressly excluded. In all cases and for whatever reasons, Reseller's sole remedy will be a right to terminate the service.
Limitation of Liability.
TO THE
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL eSupportDB.com, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF, RELIANCE UPON, OR INABILITY TO USE ANY
OF THE SERVICES PROVIDED BY eSupportDB.com EVEN IF eSupportDB.com OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall eSupportDB.com's total liability
to a Reseller for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by Reseller for services.
Hold Harmless and Indemnification.
Reseller jointly and severally agree to indemnify and save harmless eSupportDB.com and its successors and assigns from any claim, action liability, loss,
damage or suit arising from the provision to Reseller or its customers of any services provided by eSupportDB.com or any reports or data of any kind collected, made available for download and/or stored
by eSupportDB.com on behalf of the Reseller to provide such services. Where any such claim is asserted, Reseller shall provide eSupportDB.com with reasonably timely notice of same in writing. Thereafter,
Reseller shall at its own expense defend, protect and save harmless eSupportDB.com against said claim or any loss or liability resulting therefrom. Should Reseller fail to so defend, in such case,
eSupportDB.com shall have full rights to defend, pay or settle said claim on their own behalf without notice to Reseller for all fees, costs, and payments made or agreed to be paid to discharge said
claim. Reseller Agrees to pay all reasonable attorney's fees necessary to enforce said indemnification.
Changes in Technology.
Reseller acknowledges that the provision of services
by eSupportDB.com is subject to a rapidlychanging technological environment. eSupportDB.com makes no warranty as to the continuing validity of any encryption technology which it utilizes in providing its
services and Reseller agrees that eSupportDB.com will not be held liable for security breaches and or damages there from.
Customer Relationship Management (CRM)
Nature of Relationship.
eSupportDB.com will provide the Reseller with our Customer Relationship Management technology by creating and maintaining on our facilities one or more eSupportDB.com accounts that their
clients will be able to use the eSupportDB.com our Customer Relationship Management software through. eSupportDB.com will maintain and monitor the servers and the network facilities involved and will
provide the Reseller with a first rate eSupportDB 2000 technical support that the Reseller will in turn provide to his clients. The Reseller ONLY will be eligible for our direct technical support NOT his
clients. The technical support will cover explainations about how to use the CRM software ONLY, it will NOT cover possible customizations aimed to meet any client's special requirement, such
customizations (if possible) will be provided at a separate custom programming fee upon Reseller request.
Miscellaneous.
This agreement is to be governed by applicable federal laws,
and the laws and regulations of the State of New York. If any provision of this document is declared to be illegal or in conflict with any law or regulation, that provision may be deleted or modified,
without affecting the validity of the remainder of the Agreement. Notices to you shall be deemed given if sent to a valid email address provided to us by you. Notices to us shall be deemed received in a
similar manner. The terms of this
Agreement shall survive the termination of service.
AGREED THIS ______ day of _________________, 200__;
|
eSupportDB.com, Inc
|
RESELLER
|
|
|
Company Name:
_______________________ _________
|
|
Signature:
_______________________ ________
|
Signature:
_______________________ _________
|
|
Name:
______________________
|
Print Name:
______________________
|
|
Forward a signed copy of this Agreement to:
eSupportDB.com
5 Hartland Avenue
Huntington Station, NY 11746
Please Fill Out Our Reseller Application Form
|
