Reseller End User License Agreement (Terms and Conditions of Use)

This Reseller Agreement (“Agreement”) is by and between you (the “Reseller”) and Synergenic Concepts, a Florida Limited Liability Company, located at 1208 N Ward St. Tampa, FL 33607. This Agreement explains the basis upon which transactions between you, the Reseller, and Synergenic Concepts will take place and our responsibilities toward each other. The Effective Date of this Agreement shall be the date that Reseller completes Printinginabox.com’s reseller signup process and returns said contract signed and dated.

By entering into this Agreement, in addition to transactions entered into by Reseller on its own behalf, Reseller also agrees to be bound by the terms of this agreement for transactions entered into on its behalf by anyone acting as its Agent. Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account Reseller hereby establishes with the reseller’s website (“Website”), whether or not the transactions were in Reseller’s behalf. Reseller also agrees to be bound by any applicable agreements, policies, or procedures posted on the reseller’s website, as well as any changes that may be made to them.

To complete the reseller signup process, Reseller must read this entire Agreement and agree to be bound by all the terms and conditions.

Reseller acknowledges that Synergenic Concepts’ acceptance of this Agreement and any application made by Reseller for services provided by Synergenic Concepts will take place at Synergenic Concepts’ offices located Tampa, Florida, USA.

Whereas Printinginabox.com is a fully-operational Wholesale and retail Printing Distribution and Fulfillment Center; and, whereas Reseller desires to purchase printing and design products and services and other services or products that may be available (the “Services”) from Printinginabox.com for purposes of selling such Services to its own customers;

Therefore, the Registrar and Reseller agree as follows:

1. Service Details
Subject to the terms and conditions of this Agreement, Synergenic Concepts grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide.

2. Authority
Synergenic Concepts and Reseller each warrant, promise, and covenant that Synergenic Concepts and Reseller have the complete right, power and authority to enter into this agreement.

3. Price
Subject to the terms and conditions of this Agreement, Reseller acknowledges that prices, discount rates and transaction fees are subject to change.

4. Service Pricing
Synergenic Concepts will provide its services to the Reseller according to the Printinginabox.com Price Catalog pricing structure (“Catalog”). Reseller may set its own prices up to the price ceilings set by Printinginabox.com.

5. Payments to Synergenic Concepts
Reseller agrees to pay Synergenic Concepts the fees set forth in “Exhibit A” attached in the Agreement and fully incorporated herein. Synergenic Concepts requires a credit card authorization sheet to allow the collection of any and all monthly fees or monies owed,
due, or payable to Synergenic Concepts under the terms of this agreement, be kept on file. Synergenic Concepts also reserves the right to withhold any commissions due to past due balances on Resellers account.

6. Payments to Reseller
Synergenic Concepts shall pay commissions due to Reseller as listed in “Exhibit B” attached in this Agreement an fully incorporated herein as though fully set forth. Payments shall be made in the form of checks on or around the 2nd and 20th of each month for the Commission period ending on the 1st and 15th. Reseller shall notify Synergenic Concepts immediately of any problems with commission checks so that a
correction can be made.

7. Terms and Termination
(A) This Agreement shall be for the initial term of one (1) year. This term will automatically renew for successive one (1) year periods unless Synergenic Concepts is given a written termination notice at least thirty (30) days prior to the end of and successive one (1) year period.

(B) In the event Reseller fails to make any payment to Synergenic Concepts in accord with this Agreement, Synergenic Concepts shall be under no further obligation to provide its services to Reseller, shall be entitled to retain any and all pending commissions, and may immediately terminate this Contract in writing to Reseller.

In the event that Synergenic Concepts terminates this contract, the Reseller agrees that it is the sole discretion to turn off Resellers website or request an addendum to negotiate any additional payments to Synergenic Concepts. Note: If any monies are outstanding and due to Synergenic Concepts, no website modifications or promotional material will be completed until Reseller is current in payments.

(C) Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within ten (10) days. Either party must notify the other of such material breach in writing. Upon termination, all customers and website will default to Synergenic Concepts if domain is not owned by Reseller and is the property of Synergenic Concepts.

(D) In the event that Reseller falls three (3) consecutive months behind in payments to Synergenic Concepts, Reseller will forfeit website and domain over to Synergenic Concepts. In the case where Reseller holds ownership of domain, contract will be terminated and site will be shut down. Reseller is still required to pay remaining monies owed to Synergenic Concepts. (Also see (F) below.

(E) There will be a late payment charge of $35 assessed to the monthly fee in the event Resellers payment declines. If there is an issue with a card that Synergenic Concepts has on file, it is up to the Reseller to contact the corporate office and notify of any card changes prior to the charge on the 1st of each month.

(F) In the case that a Reseller defaults in monthly payments or breaks this contractual agreement, any domain names will be transferred to Synergenic Concepts from Reseller. This includes all the rights and ownership to be transferred to Synergenic Concepts without dispute. If Reseller completes contractual agreement and wishes to leave with domain, no action towards a domain will be taken.

(G) In the case that Reseller defaults in monthly payments or breaks this contractual Agreement, all promotional material provided by Synergenic Concepts shall be paid back in full at face value.

8. Territory
Reseller shall note, there are no exclusive marketing areas or territories.

9. Annual Licensing Fee
Reseller will be responsible for a monthly licensing fee of $99 and 5% transaction fee per order. Monies will be charged on the 1st of the month to the reseller’s credit card on file. During the 1st year, reseller agrees to a 1 year contracted term in which twelve (12) full months are to be paid in full. Either in twelve (12) single payments, or one (1) payment covering the first year term. If reseller cancels agreement within first year, reseller agrees to allow Synergenic Concepts to collect monies owed for the first year in contract as stated in this agreement. Failure to make payments will result in a termination of services and/or collection of any money owed to Synergenic Concepts from Reseller.

10. Charging Reseller’s Customers
Reseller authorizes Synergenic Concepts to charge each of its customers the dollar amounts designated by Reseller, up to the price ceilings set by Synergenic Concepts Selection of services and setting of prices are done through the Reseller’s site administration tool.

11. Credit Card Transaction Fees
Reseller will be responsible for a 5% Credit Card Fee per transaction. Synergenic Concepts reserves the right to modify this section at any time, giving reseller at least 30 days notice of amendment to this agreement in writing prior to implementing said amendment to agreement. Reseller acknowledges that the discount rate and transaction fee are subject to change from time to time.

12. Fraudulent Transactions
Reseller agrees to hold Synergenic Concepts harmless and to indemnify Synergenic Concepts and all employees for and against transactions processed by Synergenic Concepts on behalf of Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain registration or transfer process, or from the use of stolen or misappropriated credit cards.

13. Additional Administrative Fees
Synergenic Concepts reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, administrative services required to investigate alleged spam, infringement of the Synergenic Concepts or its Affiliates intellectual property rights, and disputes that require legal services. Synergenic Concepts will bill these charges to the Payment
Method Reseller has on file. Administrative fees, once charged, will be non-refundable. If Reseller’s Payment Method is by credit card, it is Reseller’s responsibility to keep Reseller’s credit card information current and accurate, including the expiration date. Failure to do so could result in termination of Synergenic Concepts’ services.

14. Right to Offset
Synergenic Concepts has the right to offset any money of the reseller against any fees owed to Synergenic Concepts or its investors, vendors, or clients as needed to pay any fees, bills, commissions of any kind.

15. Order Prepayment
As consideration for the Reseller and Synergenic Concepts, Reseller agrees that all orders placed on reseller software system, by means of Website will be pre-paid by available processing method. In the event any payment is not approved, customer order will not be accepted, and the online ordering system will not notify Reseller

16. Order Tracking
Synergenic Concepts will always, upon completed payment to Synergenic Concepts for any order, provide a valid order number for order process tracking to customer and will also send same order number and order information to supplied email address of Reseller.
In the event that order number is not transmitted to Reseller for any reason, Synergenic Concepts will make every reasonable attempt to re-send said order information either electronically or through US Mail to Reseller or their customer(s).

17. Reseller Pricing Structure
Synergenic Concepts will provide a pricing structure to Reseller, in the form of “Gold Pricing” as “Reseller Cost” on the Synergenic Concepts Website through the Reseller Login. In the event pricing should change any product by 5% or more either up or down, Synergenic Concepts will make reasonable notice to Reseller to allow Reseller to change/alter the pricing that they are advertising on Website, marketing materials, and
any other locations that are deemed necessary.

18. Commission Reports
Commission reports will be generated by Synergenic Concepts every month and transmitted to Reseller along with commission payment. Statements will include customer order numbers, product type, cost at time of order, price sold, and commission amount per product and order. Synergenic Concepts will work to resolve any notified discrepancies in said report versus Reseller internal reports within 60 days of receipt of
said dispute by Synergenic Concepts. Both Synergenic Concepts and Reseller agree to reasonably handle all discrepancies with respect and courteousness to said employees and agents.

19. Commission payments
Commission payments for all Resellers will be paid by check. Reseller understands it is Reseller’s responsibility to provide a valid mailing address for checks to be mailed. Failure to provide a valid mailing address will cause Reseller’s commission payments to be withheld pending receipt by Synergenic Concepts of proper mailing instructions. Commission checks for U.S. Resellers will be cut bi-monthly at the end of each period
for the previous period’s commissions over $50. Commissions under $50 will be held over until the following month and paid after any commission amount due reseller exceeds $50.00

20. Third Party Software or Service
In the event any third party company, system, software or services is implemented by Reseller, even if agreed to by both parties in advance, Reseller will be required to provide payment for such service and provide proof of payment to Synergenic Concepts. Reseller agrees that Reseller is solely liable for arranging this Service and any renewals, and that Synergenic Concepts shall not be liable to Reseller or any third party if it is unable to charge the given Reseller Payment Method in order to renew such Service(s).

21. Charge Backs
In the event of a credit card charge back, Synergenic Concepts will deduct the commission amount from Reseller’s future commission. In the event that chargeback experience is high, as determined by Synergenic Concepts, Synergenic Concepts reserves the right to hold back 20% of monthly commissions for 90 days from the date the commission was to be paid.

22. Refund Policy
Reseller and Reseller’s customers are not entitled to any refunds of Service transactions.

23. Export Restrictions
Title to products and services herein being purchased is retained by Printinginabox.com until goods are paid for by Reseller and at the time title passes to Reseller. Reseller agrees that Reseller is prohibited by law from exporting to certain countries, and shall comply with all export regulations if shipping to another country, including licensing requirements.

24. Term of Agreement
This Agreement is in effect for one (1) year from the Effective Date of this contract and will automatically renew for one (1) year increments. During the 1st year, reseller agrees to a one (1) year contracted term in which twelve (12) full months are to be paid in full. Either in twelve (12) single payments, or 1 payment covering the first year term. If reseller cancels agreement within first year, reseller agrees to allow Synergenic Concepts to collect monies owed for the first year in contract as stated in this agreement. After the first 1 year term, Reseller may cancel agreement without penalties; pending no other monies are owed to Synergenic Concepts. Reseller agrees that Synergenic Concepts may modify this agreement from time to time. Reseller agrees to be bound by any changes Synergenic Concepts may reasonably make to this agreement when such changes become effective. Should Reseller elect to cancel Reseller’s agreement with Synergenic Concepts, Reseller will not receive a refund for any fees Reseller may have paid to Synergenic Concepts. Upon termination, all customers will default to Synergenic Concepts if domain is not owned by reseller. Note: Reseller has the option of paying one (1) yearly payment of $1000.00 and would not be liable for a monthly fee. This would auto charge for the following year unless agreement was terminated by Reseller.

25. Transferability
Reseller shall not have the right to transfer any rights granted in this Agreement without prior written consent by Synergenic Concepts. Reseller must be current in payments to Synergenic Concepts and pay any past due monies owed. The proposed transferee must
acknowledge in writing his/her/its full acceptance of the terms of this Agreement and submit a separate Agreement to Synergenic Concepts. Transferee will only be liable for the remainder of the Resellers initial contract term, but will be subject to the same automatic renewal stated within Agreement.

26. Restriction of Service; Right of Refusal
Reseller agrees that Synergenic Concepts, in its sole discretion and without liability to Reseller, may terminate this Agreement for if Reseller is found to be using Synergenic Concepts Services in association with morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Reseller conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to
harm minors in any way. In the event Synergenic Concepts terminates this Agreement for spam or morally objectionable activities, no refund will be issued.

27. Intellectual Property
Reseller agrees that Printinginabox.com and its parent and affiliate companies own all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks and that this Agreement does not transfer ownership of any of these rights. Printinginabox.com expressly reserves its rights in and to all such content and materials. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to Reseller or conferred upon Reseller by this Agreement or otherwise. Reseller will not use any of Printinginabox’s trademarks or other intellectual property unless specifically authorized by Printinginabox.com nor will Reseller register any trademark that is substantially similar to one owned by Printinginabox.com. Reseller agrees not to use Printinginabox’s
trademarks, including its web site URLs, as keyword terms in any online advertising agreements.

28. Sub Resellers
Reseller is responsible for the acts and omissions of Reseller’s sub resellers. If Reseller provides training and/or technical support to Reseller’s sub resellers, it must be reasonable. Printinginabox.com is not responsible for providing technical support to Reseller’s sub resellers.

29. Customer Agreements
Reseller is required to ensure that Reseller’s customers agree to comply with the standard agreement for each product or service they purchase from Reseller.

30. Customer Notices
If there are any recalls or retrofits of products, Reseller will assist Printinginabox.com in notifying Reseller’s customers.

31. Unauthorized Use
Upon the discovery of any unauthorized use or copying of Printinginabox.com’s products or services, Reseller will immediately notify Printinginabox.com. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the legal proceedings including
but not limited to court costs, attorney fees, and filing fees.

32. Terms of Confidentiality
Reseller agrees that Reseller will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of Printinginabox.com’s Confidential Information. “Confidential Information” means nonpublic information that Printinginabox.com designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Reseller. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any of Printinginabox.com’s products, Printinginabox.com’s business policies or practices, and information received from others that Printinginabox.com is obligated to treat as confidential. Confidential Information does not include any information, however designated, that: is or subsequently becomes publicly available without Reseller’s breach of any obligation under this Agreement; became known to Reseller prior to disclosure under this Agreement; became known to Reseller from a source other than Printinginabox.com other than by the breach of an obligation of confidentiality owed to Reseller; or is independently developed by Reseller. This obligation shall last three (3) years after the termination of your reseller account with Printinginabox.com.

33. Privacy
Reseller agrees to be bound by the Privacy Policy of Printinginabox.com in its dealings with customers and others and to post the Privacy Policy provided to Reseller by Printinginabox.com on Reseller’s home page. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement.

34. Branding
Printinginabox.com authorizes Reseller to brand the services by using Reseller’s name and logo along with Reseller’s name and logo.

35. Marketing Rights
Printinginabox.com and Synergenic Concepts related companies will not market Printinginabox.com branded products or services to Reseller’s customers. However Printinginabox.com may market Reseller branded products and/or services to Reseller’s customers in case of account termination.

36. Technical Support
Printinginabox.com will provide technical support to reseller and not to reseller’s customers. It is the reseller’s obligation to support their respective customers.
Printinginabox.com will only support resellers.

37. Notices
Reseller agrees that all notices (except for notices concerning breach of this Agreement) from Printinginabox.com to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with Printinginabox.com or mailed first class postage to the postal address Reseller has on file with Printinginabox.com in both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to Printinginabox.com shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

Synergenic Concepts, LLP
ATTN: Printinginabox.com
1208 N Ward St
Tampa, FL 33607

Delivery shall be deemed to have been made by Reseller to Printinginabox.com five (5)
days after the date sent.

38. No Solicitation
Reseller agrees that it will NOT approach Synergenic Concepts employees with proposals to hire them as its own employees or contractors. If Reseller were to hire any of Synergenic Concepts employees, Reseller agrees to pay Synergenic Concepts for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee, or $200,000. Synergenic Concepts will not solicit to any of
resellers’ employees. As per contract, only resellers reserve the right to contact the home office.

39. Limited Liability
Synergenic Concepts shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement or the Domain Name Registration Services, or other services and products Reseller may choose, including but not limited to: damages for lost profits, loss of use, lost data, loss of privacy, damages to third parties. This limited liability clause
shall apply even if Synergenic Concepts has been notified of the possibility of any claims. In no event shall Synergenic Concepts’ maximum liability exceed the total amount paid by Reseller for the service or product. Synergenic Concepts’ liability is limited to the extent permitted by law in states that do not allow the exclusion or limitation of liability for consequential or incidental damages.

40. Indemnification
Reseller agrees to indemnify, defend by counsel reasonably acceptable to Synergenic Concepts domains, protect and hold Synergenic Concepts Domains harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants’ and attorneys’ fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to Reseller’s use of or reselling of any of the Synergenic Concepts domains, services and products.

41. Representation and Warranties
Reseller warrants that all information provided by Reseller as part of the registration process is complete and accurate. Reseller also warrants that each sales order Reseller makes is being done so in good faith and that Reseller has no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. Synergenic Concepts expressly reserves the right to deny or cancel any print or design order that it deems necessary, in its discretion, to protect the integrity and stability of the
printing fulfillment center, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Synergenic Concepts, as well as its affiliates, subsidiaries, officers, directors and employees. Synergenic Concepts also reserves the right to freeze a customer account during resolution of a dispute.

42. Disclaimer of Warranties
Synergenic Concepts provides the Services “as is” and without warranty or guarantee of any kind, either expressed or implied, including but not limited to, the implied warranties or conditions of merchantability or fitness for a particular purpose. In no event shall Synergenic Concepts be liable for any loss of profits, loss of business, loss of data, unsecured transactions, interruption of business, or for indirect, special, or consequential damages of any kind, even if Synergenic Concepts has been advised of the possibility of such damages.

43. Modification
This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process. Contact will be directed to the email associated with Resellers website and will always be the mail form of email contact between Reseller and Synergenic Concepts. Certain “grandfather” rights may be applied if terms are agreed upon by both parties and an addendum is created to keep on file. Reseller monthly fees are set throughout the contract and will not change in the contracted time.

44. Assignment
Reseller may not assign its rights or duties under this Agreement to another without the express written consent of Synergenic Concepts, which will not be unreasonably withheld. Synergenic Concepts may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.

45. Severability
The terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible in line with the original intention of both parties of the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

46. Venue
This Agreement shall be deemed entered in to in the State of Florida. Any action relating to or arising out of this Agreement shall be brought in the courts of Hillsborough County, Florida.

47. Non-Compete Contracts and Agreements
Reseller represents and warrants that this agreement does not require any authorization, consent, approval, exemption, or other action by any other party and does not conflict with or result in the breach of the terms, conditions or provisions of, constitute a default under or result in a violation of any other agreement, instrument, order, judgment, or decree which Reseller is subject. Reseller agrees to hold harmless Synergenic Concepts, its officers, directors, employees and agents of any violation of any current or former contract or employment agreement previously signed by Reseller with any third party.

48. Confidentiality
“Confidential Information” means in regards to this Agreement: Any and all terms of this Agreement and any proprietary information, data (both oral and written) or any information that is received from Synergenic Concepts designated as confidential. This includes all pricing information services provided by Synergenic Concepts.

Entirety
This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein.

Nothing in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than such parties, unless so stated to the contrary.