TERMS & CONDITIONS
Company Name.| d/b/a Company Name Web Site Design Project Contract Terms of Service
-- Updated 2/05/16
These Your Company Terms for Business Partners (these “Terms”) govern the legal relationship between Your Company CORP., an State corporation (“Your Company”) and the person or entity that subscribed as a AM business partner pursuant to the AM online subscription form at or any successor website (“Partner”, and the “Your Company Website”, respectively). These Terms, together with the attached online subscription form filled out and accepted by Partner, constitute the legally binding contract between Your Company and Partner concerning the subject matter herein (the “Contract”).
You are consenting to our WhiteLabel Resellers Partnership Terms and Conditions ("Terms & Conditions") Agreement electronically by selecting “I AGREE” on the WhiteLabel Resellers Application and submitting the form.
In Lieu of this Electronic "Terms & Conditions", you have a right to request a paper copy of these Terms & Conditions before signing up. If you would prefer a paper copy of this agreement, please send an email with your request to one of our Reseller Representative at and we will send you a paper copy back via email.
You have the right to decline this agreement and not receive them electronically. If you wish to make that choice, do not click "I agree" and do not click the “Send” button on the WhiteLabel Resellers Application form. If you have clicked both “I Agree” and “Send” on the application form, but wish to decline this agreement electronically, please contact one of our Reseller Representatives immediately at to decline this service that is now binding as a result of submitting the application. If you do not request to decline services within seventy-two (72) hours of your acceptance, they partnership will become fully binging.
This WhiteLabel Resellers Terms and Conditions Agreement, binds the Partner with the terms within this agreement, and Partner is also subject to the following General Terms & Conditions Language that all Your Company Clients are subject to.
The purpose of the relationship between Your Company and Partner is for Partner to directly resell Service to potential customers under its own brand. In these Terms, Your Company shall provide an outline of its WhiteLabel Service Partnership Terms, Conditions and Legal Notices to Partner.
3. WhiteLabel Reseller Partnership
As part of the subscription to Your Company's WhiteLabel Partnership Program, Partner is required to provide certain information in order to open a partner account. Partner confirms and undertakes that all information provided by Partner as part of such subscription, as well as any future information provided by Partner to Your Company, will be true and accurate. Your Company may, from time to time, institute rules and procedures with respect opening and maintaining a partner account with Your Company, which rules and procedures shall be deemed as incorporated by reference into these Terms, and Partner shall be bound by such rules and procedures and comply with them. Your Company shall provide Partner with access to its web development services and web based and live support.
4. Branded Resale Program (Also known as "White Label")
In this program, Partner may resell Your Company Service directly to its Registered Customers through the Partner’s own website or office, or can choose a higher level of partnership where the Partner will be entitled to have a website listing all of Your Company's services branded in Partner’s brand (i.e., look and feel, colors and logo) and charge such Customers a marked-up fee for services. Partner shall be responsible to provide to Your Company with any branding for use in respect of Partner and represents and warrants that any such branding shall be on compliance with any third party rights and applicable law.
5. Your Company's Terms of Service for Active Customers
Your Company's Service shall be provided to Partner customers in accordance with and subject to the Your Company's Terms of Service, as may amended by Your Company from time to time, as presented in the Your Company' Website or otherwise provided to Partner (the “Terms of Service”) and to which any Active Customer or Partner will be required to agree in order to be provided with the Service. Partner shall be responsible to have its Customers agree to such Terms of Service (on a stand-alone basis, or as incorporated into Partner’s general terms of service) as a condition for Client’s use of the Service and shall be liable to Your Company for failure to do so in case of any liability, loss, expense or damage that could have been avoided or mitigated but for such failure.
Partner shall be responsible for providing the majority of support services to its Customers with respect to the Services offered through the WhiteLabel Partnership Program. Depending on the partnership level, Your Company' shall provide to Partner residual “backup” sales and technical support (as-needed). Your Company' also provide Partner or Partners Clients with residual “backup” email and phone support in respect of the Service offered through the WhiteLabel Partnership Program, during regular working days, and normal work hours, as shall be generally available by Your Company' from time to time.
7. Partner’s Obligations and Restrictions
Partner shall only be entitled to market and resell Your Company' Services to such customers’ own use and not for further resale, lease or other form of commercialization. In marketing and reselling the Services offered by Your Company', Partner shall maintain best commercial standards of quality, in accordance with industry standards, and shall work diligently and use Partner’s best efforts to continually promote and protect the integrity of Your Company' Services. Partner will not be engaged in or allow any marketing, promotion or other activities targeting or involving persons under eighteen (18) years of age (or such other age of legal capacity according to applicable jurisdiction) or that are otherwise illegal in any applicable jurisdiction (including, without limitation, with regard to money laundering laws) or that involve fraud, spamming, false, misleading or unauthorized advertising or representations, use of stolen credit cards, and unauthorized use of any intellectual property rights or other third party rights.
Partner shall not market or promote the reselling of Your Company' Services in association with any web sites or content that include: graphically violent content, racial intolerance, or advocacy against any individual, group, or organization; pornography, adult, or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; gambling or casino-related content; content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails; excessive, repetitive, or irrelevant keywords in the content or code of web pages; sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); sales or promotion of beer or hard alcohol; sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others.
In marketing and reselling Your Company' Services, Partner shall comply with all applicable laws, including without limitation export restriction laws and regulations (including without limitation, US export laws and regulations). In marketing and reselling Your Company Services, Partner shall comply with all policies instituted by Your Company' from time to time, as notified to Partner. All costs and expenses of Partner in connection with its marketing and resale of Your Company' Services or otherwise shall be borne solely by Partner, and Your Company shall under no circumstances participate in such costs and expenses.
8. Consideration; Payments
Enrollment to a partnership program may require the payment by Partner to Your Company of a periodical fee, as shall be specified at the Your Company Website (also known as “Partnership fee”) upon approval of partnership. Payment of such periodical fee (if any) shall be a pre-condition for Partner’s enrollment and entitlement under the partnership program the Partner chooses. Subject to compliance with these Terms, for each of the partnership programs, Partner shall be entitled to a specific partnership discount subject to the level of partnership the Partner chooses upon acceptance and approval of application.
9. WhiteLabel Branded Resale Program
Partner shall be entitled to receive a specific percentage off of Your Company Services dependent on Your Company partnership level that has been elected by Partner. Discount of Your Company Services are based on the retail cost of services offered by Your Company, to its own customers. Partner charges its Customers directly for any Services, then Partner shall be responsible to pay Your Company such fees at the partnership level discounted rate associated with the services required. In the event that Your Company charges the Partner Customers direct for services (relevant only for app plug-ins) then Your Company shall keep the Your Company Fees and pay to Partner the balance of the fees based on the Partner’s level percentage off or markup for resale of services to the Partners Customers. Partner or Partner’s Customers shall pay Your Company any subscription fees immediately in respect of 3rd party apps or services, and the same time each month thereafter. Partner or Partner’s Customers shall pay any annual subscription fees to Your Company immediately upon setup of any 3rd party subscription (prior to service going live) and each renewal thereafter.
Payment by Your Company to Partner shall be made only if and when the aggregate fee due to Partner in respect of Customers exceeds $200 and thereafter payment shall be made within 30 days from the end of each calendar month, with respect to subscription fees received by Your Company from the Partner’s Customers of such Partner during such calendar month. Payments by Your Company shall be made in US$ or, if Your Company so chooses, in the currency paid to it by the applicable Partner Customer. Payments shall be calculated on the basis of Your Company's records, which shall be deemed conclusively accurate.
Your Company may change its standard customer subscription and service fees from time to time by prior notice to Partner (which may be provided by email notice to the Partner, at Your Company's discretion) of at least 30 days (provided that, with respect to an Active Customers under an annual subscription, such changed fees shall apply only as of the end of the then current annual subscription period). Your Company may also change the percentage rates of subscription or service fees originally specified to Partner as payable by Your Company to Partner by the same prior notice stated above. Payment obligations towards Your Company services are non-cancelable and all amounts paid to Your Company are non-refundable (including in case of expiration/termination of this Contract). Any fees payable from one party to the other are exclusive of all applicable taxes and the paying party shall be responsible to add such taxes to the paid fees (other in respect of taxes that are based on the receiving party’s net income). If any tax withholding is applicable with respect to any payment due to Your Company, Partner shall gross up the payment so that such tax withholding obligation shall not affect the net amount received by Your Company. Your Company shall be entitled to withhold taxes as required by applicable law, out of any payment due from Your Company to Partner. Any payment due from Your Company to Partner shall be subject to the receipt from Partner of all applicable tax documentation and other information required to enable such payment, to the satisfaction of Your Company.
The consideration to Partner stated above constitutes the full and final consideration due to Partner and Partner shall not be entitled to any additional consideration of any form for any of its actions in connection with Your Company or the Service. Specifically, no consideration shall be due to Partner in respect of any introduction, alleged introduction or sale of Your Company Services that is not done through the Partner and in compliance with these Terms.
Intellectual Property. As between Your Company and Partner, Your Company shall exclusively own all right, title and interest, including all related intellectual property rights (in the broadest sense of the term) in and to the Services and any data obtained through the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Partner or any other party relating to the Services. The Your Company name, logo, and the service names associated with the Service are trademarks of Your Company, and no right or license is granted herein to use them.
10. Disclaimer of Warranties
The Services provided by Your Company on an “as is” and “as available” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement are disclaimed by Your Company to the maximum extent permitted by applicable law. Without derogating from the aforesaid, Your Company makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of its Services. Your Company does not represent or warrant that (a) the use of its online Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, or that (b) the Services and its quality will meet Partner’s or any customer’s requirements or expectations. Your Company Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Your Company shall not be responsible for any delays, delivery failures, or other damage resulting from such problems.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMTTTED UNDER APPLICABLE LAW, IN NO EVENT WILL YOUR COMPANY BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF YOUR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL YOUR COMPANY BE LIABLE TO PARTNER (UNDER ANY THEORY OF LAW) FOR AMOUNTS WHICH EXCEED THE LOWER OF: (I) WITH RESPECT TO ANY CLAIM BY PARTNER, THE AMOUNTS ACTUALLY RECEIVED BY YOUR COMPANY FROM PARTNER OR THE FEES PAYABLE BY YOUR COMPANY TO PARTNER DURING THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND (II) WITH RESPECT TO ALL CLAIMS BY PARTNER IN THE AGGREGATE, THE AGGREGATE AMOUNT ACTUALLY RECEIVED BY YOUR COMPANY FROM PARTNER OR THE FEES PAYABLE BY YOUR COMPANY TO PARTNER UNDER THESE TERMS.
No claim by Partner may be made after one year from date of arising of the applicable cause of action of such claim.
Additional Binding Term and Conditions. In addition to the conditions set forth in this agreement, the Partner agrees to any additional terms and conditions found here:
Any communication between the parties that is required under the provisions of this Contract must be in writing, and be through email. Partner must address communications to Your Company to: and Your Company will address communications to the email address provided by the Partner on the WhiteLabel Reseller Application.
Partner shall indemnify and hold Your Company and its successors and assigns harmless, upon their first demand, against any damage, loss, expense or cost incurred by them as a result of or in connection with any breach by Partner of these Terms.
14. Termination/Suspension of a Partner Customer Subscription
Your Company is entitled to suspend or terminate a Customer or user account in the event of any breach by such Customer or any of its users of the Terms of Service, without any refund of fees.
15. Term and Termination of the Contract
The Contract shall be for such initial term of 12 months as of the original date of application by Partner and upon the end of such term it shall automatically renew for successive 12-month periods, unless either Your Company or Partner notifies the other party that it does not wish to renew the Contract at least 30 days prior to the end of the initial term or any applicable renewal term and unless it is terminated in accordance with the following provisions. Partner Fees if any will remain due for the balance of the term.
Your Company may terminate this Contract for convenience at any time, by providing Partner a prior notice of at least three (3) months. In case of a breach by Partner of this Contract, Your Company shall be entitled to terminate the Contract immediately by notice to Partner (provided that if the breach by Partner is curable, Partner shall be provided with at least 7 days to cure the breach before such termination).
Upon expiration or termination of this Contract, the following shall apply:
Except as expressly provided below, Partner shall no longer be entitled to resell Your Company Services or use any manners to refer customers to Your Company . All Registered Customers of Partner who are not Partner Customers on the date of expiration/termination of the Contract shall cease being considered as Registered Customers of Partner.
In the event of expiration of the Contract due to Your Company’s election not to renew it or due to termination by Your Company for convenience (a “Your Company Expiration/Termination”), Your Company shall have only the following obligations towards Partner following such expiration/termination:
Your Company shall be obligated towards Partners in the WhiteLabel Branded Resale Program to continue providing the Service to Partner Customers under annual subscriptions who such Partners charge directly until the end of the then current annual subscription period and these Terms shall continue to apply only in respect of such Active Customers during such period. With respect to Active Customers under monthly subscriptions, Your Company shall be entitled, but not obligated, to continue providing the Service.
With respect to Partner in the WhiteLabel Branded Resale Program, unless there was a breach of this contract by Partner, Your Company undertakes towards such Partner, not to actively approach directly or indirectly, for a period of six (6) months following the date of expiration/termination, customers of such Partner who are Active Customers as of the date of termination/expiration in order to solicit their purchase of the Service.
Your Company shall not have any obligations whatsoever (including no obligations to pay fees) towards Partner following termination or expiration of the Contract which is not an Your Company Expiration/Termination.
Expiration/termination of the Contract shall not affect provisions that by their nature survive such expiration or termination.\
Immediate Termination. Your Company may terminate or amend this Contract without prior notice if advised by Your Company that funds or partnership fees are not paid as agreed. In the event of a breach due to non-payment or failure to pay, Your Company shall be entitled to the following:
Reimbursement for any services provided to the partner at a discounted rate.
Reimbursement for Partner reseller site built by Your Company if one was provided at no cost (reseller site retails at approximately $15,000 thousand).
Payment for the balance of Partner Fees remaining a part of the contract.
Reimbursement of any discounts applied to Partner Customer projects completed or under development within the current contract term.
The Contract constitutes the entire agreement and understanding between Your Company and Partner with respect to the subject matters herein. The Contract shall be governed by the laws of the State of Your State, excluding its conflict of laws rules, and the courts in Your State have exclusive jurisdiction over any matter arising in connection with the Contract. Neither this Contract nor any rights or obligations hereunder may be assigned or sub-contracted by Partner without the prior written consent of Your Company nor will any assignment without such prior written consent be void. Your Company may freely assign its rights and obligations herein. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. Partner is an independent contractor of Your Company and no employer-employee relations shall exist between Partner and Your Company.
Nothing contained in the Contract shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between Partner and Your Company. Partner does not possess any power or authority by reason of the Contract to bind Your Company, or to assume or create any obligation or responsibility, expressed or implied, on behalf of Your Company, and Partner shall not represent to anyone that it possesses such power or authority. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. No modification, amendment, or waiver of any provision of the Contract will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Contract is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be effected.
Your Company d/b/a Your Company Web Development. - No Signature Needed, Valid only After Receipt of Advance Payment
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