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.
Each of the parties, to this Agreement represents and warrants that it has full power to enter into this Agreement and hasn’t assigned, encumbered, or in any manner transferred all or any portion of the claims covered by this Agreement.
*Last revision date January 15, 2010
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