ShieldApps® Reseller Terms and Conditions
(1) These Terms & Conditions apply to participants in the Shieldapps® Reseller Program (the “Program”).
(2) In these Terms & Conditions, “we”, “us”, “our” and “Shieldapps” means Shieldapps Software, a California USA registered company.
(3) In these Terms & Conditions, “Reseller”, “you” and “your” means the individual or organization that is applying to become a participant in the Program and who will accept these Terms & Conditions upon completing the first order process.
(4) By accepting these Terms & Conditions you agree to be bound by them and shall enter into a binding agreement with Shieldapps (the “Agreement”).
- Definitions and Interpretation
1.1 In these Terms & Conditions the following terms shall have the following meanings:
- “Business Day” means any working day that is not a bank or public holiday;
- “Commencement Date” means the date of your enrolment in the Program and acceptance of these Terms and Conditions;
- “License Fee” means the fee you will pay per license. The License Fee will be as advertised during the order process and may be changed by us from time to time without prior notice;
- “Confidential Information” means all business, technical, financial or other information created or exchanged between the Parties in the course of fulfilling their obligations under the Agreement;
- “Termination” means that either for cause or not Shieldapps has contacted you via email or any other means of communication and requested an immediate stop to the Shieldapps licenses and products reselling on your behalf.
- “Current Term” means the time from the Commencement Date and until the last license sold by you has been expired OR until Termination has been requested;
- “Intellectual Property Rights” means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
- “Registered Email Address” means the email address of Shieldapps (email@example.com) or the email address of the Reseller as you have provided in your Registration/Order Form;
- “ Registration/Order Form” means the information provided by the Reseller when processing an order via the online interface provided by Shieldapps;
- “Term” means the term of the Agreement, as defined in Clause 12 of these Terms & Conditions, during which you shall participate in the Program
- Enrolment in the Program
2.1 By enrolling in the Program you agree that the Registration Form you provided is accurate and complete and that you shall inform us of any changes in your Registration Form data.
2.2 Entry to the Shieldapps Resellers Program is conditional on you purchasing a minimum amount of licenses for Shieldapps’ Products as will be determined from time to time and presented during the registration/order form online.
- Shieldapps / Reseller Relationship
3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.
3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
FURTHER CLARIFICATION: PARTNER SHALL NOT CLAIM TO BE AN APPOINTED SHIELDAPPS REPRESENTATIVE, NOR EMPLOYEE OR CONTRACTOR OF ANY KIND, AND SHALL MAKE IT CLEAR TO ITS CLIENTS, PARTNERS AND BUSINESS PROSPECTS THAT PARTNER IS A SHIELDAPPS RESELLER.
- Display of Shieldapps Information
4.1 As a Reseller, you are free to display pricing information relating to our products. It is your responsibility to keep such information up-to-date through your own efforts; we will not provide pricing information updates to you.
4.2 We reserve the right to alter pricing at any time in accordance with our own policies.
4.3 As a Reseller you are free to price our products as you see fit as long as it is clearly stated that your pricing of choice is not the formal Shieldapps price tag.
- Reseller Sales Reporting
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- Trade Marks
6.1 Upon your entry into the Program, we shall grant to you a non-exclusive, non-transferrable, royalty free license to use our trademarks, such trademarks being detailed in Schedule 1 to the Agreement and at www.Shieldapps.com (our “Trade Marks”), solely to use in relation to the sale of our products.
6.2 You may use our Trade Marks only to the extent required to establish links and perform your obligations as a Reseller under these Terms & Conditions.
6.3 In the event that you wish to use our Trade Marks for any purposes outside of these Terms & Conditions you must not do so without our prior written consent.
6.4 By accepting these Terms & Conditions you hereby agree that:
6.4.1 our Trade Marks shall remain the property of Shieldapps unless and until we assign those marks to a third party;
6.4.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our Trade Marks on you; and
6.4.3 you shall not contest the validity of our trade marks.
- Intellectual Property
7.1 Unless otherwise expressly indicated, we are the sole and exclusive owners of all Intellectual Property Rights (“IPRs”) in our website and our products including, but not limited to: all code, text, sound, video, graphics, photographs and other images that form a part of our website site. We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, site plans, maps, design sketches and other preparatory material.
7.2 We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website, or our products, such material including any supporting documentation.
7.3 Unless otherwise expressly indicated, all IPRs in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
- Reseller Warranties and Indemnity
8.1 In accepting these Terms & Conditions you hereby warrant and acknowledge that:
8.1.1 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
8.1.2 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations; and
8.1.3 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct.
8.1.4 You understand that we may modify these terms and conditions by providing you with 60 days’ notice of the change.
- Revenue Share
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10.1 We make no warranty or representation that our website, the Program, or any products sold through the Program will meet your requirements or those of your customers, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
10.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Program.
10.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.
11.1 We shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.
11.2 Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to $100.
- Term and Termination
12.1 This Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of One Year from that date (the “Initial Term”). Following the Initial Term, your enrolment in the Program shall be renewed automatically for successive periods of One Year (each a “Renewal Term”) unless and until terminated in accordance with this Clause 12.
12.2 Either Party may terminate the Agreement by giving 10 Business Days’ prior written notice to the other:
12.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions and such breach has remained un-remedied 5 Business Days after receiving written notice of that breach; or
12.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
12.3 Either Party may request the termination of the Agreement at the end of the Current Term for any reason provided that written notice is given at least 20 Business Days before the end of the Current Term.
12.4 Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions as well as all Shieldapps branding materials, content, images and relevant brand identifiers and representations.
12.5 Upon the termination of the Agreement for any reason, all licenses granted shall also terminate.
12.6 In the event that we terminate the Agreement in accordance with Sub-clause 12.2.1, any Commission owed to you at that time shall be forfeited.
12.7 In the event of termination Shieldapps reserves the right to deactivate unused product licenses that you have ordered and were not sold to your customers.
13.1 Each Party (a “Receiving Party”) shall keep the Confidential Information belonging to the other Party (a “Supplying Party”) confidential and secret and shall not use or disclose or make the Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions and provided that such officers and employees are also obliged to keep such Confidential Information confidential and secret. The foregoing obligations shall not apply to any information acquired by the Receiving Party which:
13.1.1 at the time of its acquisition was in the public domain; or
13.1.2 at a later date comes into the public domain through no fault of the Receiving Party.
13.2 Each Party hereby agrees and undertakes:
13.2.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
13.2.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and
13.2.3 to return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.
- Force Majeure
Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that, in the event that one or more of the provisions of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms & Conditions. The remainder of the Terms & Conditions shall be valid and enforceable.
Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party’s Registered Email Address.
- Entire Agreement
17.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Program or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.
17.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.
18.1 No Waiver
The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.
You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.
- Law and Jurisdiction
19.1 These Terms & Conditions and the Agreement shall be governed by the laws of California, USA.
19.2 Any dispute between the Parties relating to the Agreement shall be fall within the jurisdiction of the courts of California USA.
Last updated: 2/1/2016