Mozello Agency Reseller Agreement
This reseller program agreement ("Reseller Agreement") is made between the applicable reseller, hereinafter referred to as ("Reseller"), and Mozello SIA, a business formed and operating under laws of Latvia, hereinafter referred to as ("Developer").
This Reseller Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by clicking on the "I agree" (or similar button) that is presented to you at the time of your signup.
1. Limited Right to Resell.
Subject to this Reseller Agreement, Developer grants Reseller a limited right to offer the use of hosted website building software Mozello, hereinafter referred to as ("Software"), and to resell paid Software subscriptions, hereinafter referred to as ("Products") to its customers which are end users of the Software, hereinafter referred to as ("Clients"), solely for use by such end users in accordance with the Terms of Service published on http://www.mozello.com/terms/, hereinafter referred to as ("Terms of Service").
2. Order Requirements.
- To the extent that Developer makes Products available for resale, Reseller may order such Products for resale by means of reseller API provided by Developer.
- Reseller must provide all of the requested information including, without limitation, the identity of the end user, the end user's business and email addresses and Products to be resold in your API request. All such information must be accurate and complete and must reflect orders that Reseller has received from end users.
3. Licensing, Modification and Rights.
- Developer and the Software are protected by copyright law and international treaties. Reseller may not alter, merge, modify, or adapt the Software in any way, without obtaining prior written consent from Developer.
- Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right, Developer and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software, all Products, service descriptions, documentation, and underlying technology, and all copies, modifications and derivative works thereof, including without limitation as may incorporate any feedback from Reseller. Reseller acknowledges that it is obtaining only a limited right to resell the Products and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to Reseller under this Reseller Agreement or otherwise.
4. Enforcement of Mozello Terms of Service.
- End User Terms. All use of the Software by end users is subject to the Terms of Service and Reseller may not purport to impose any other terms pertaining to their use of the Software. Reseller is responsible for ensuring that each end user accepts Terms of Service in a manner that is legally binding upon the end user. This may require Reseller to (a) notify each end user that Developer's products and services are subject to the Terms of Service and that by using the Software, the end user agrees to the Terms of Service, (b) include either a copy of or link to the Terms of Service in each quotation and order form Reseller issues to the end user, and (c) obtain from each end user written confirmation of acceptance of the Terms of Service prior to the earlier to occur of acceptance of the order by Reseller or provision of the access to the Software. Reseller must provide evidence of such acceptance by the end user to Developer upon request.
- Enforcement Cooperation. Reseller agrees to immediately notify Developer of any known or suspected breach of the Terms of Service or other unauthorized use of the Software and to assist Developer in the enforcement of the Terms of Service.
- Termination of Service. Developer, in its sole discretion, has the right to suspend or terminate the provision of service to any end user according to Terms of Service.
5. Identification as Reseller.
- Subject to this Reseller Agreement, Developer grants Reseller the right to identify itself as a Developer's Reseller solely in connection with resales of the Products for as long as this Reseller Agreement is in force and effect.
- It is expressly recognized that any and all goodwill associated with identified logos and the name of the Software and the Products accrues directly and exclusively to the benefit of Developer, and that on the expiration or termination of the Reseller Agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Reseller's activities as granted under proprietary marks.
- Developer grants Reseller a limited right to use Mozello mark and logo on Reseller's website to promote the Reseller status in connection with the Developer. Developer also grants Reseller a right to use Mozello mark and logo in graphical, audio and video advertising materials to promote, market and advertise the Software according to Developer's suggestions and with a prior consent from Developer.
6. Exclusivity and Territory.
- Exclusivity. This Reseller Agreement is not exclusive to Reseller, and Developer reserves the unrestricted right to provide, sell, license and market or to grant to others the right to provide, sell, license and market the Software, the Products and value added versions thereof anywhere in the world.
- Territory. The Reseller's territory is not limited.
7. The Resale Process.
Below is the process used to resell the Products:
- All Reseller's potential customers register via customized Software account sign-up link composed according to Reseller API.
- Clients place orders with the Reseller from the Software interface, from the Reseller's website or by phone or e-mail.
- Reseller receives and processes orders from Clients automatically or manually.
- Reseller activates the Product for Clients automatically or manually via reseller API provided by the Developer.
- Reseller pays invoices issued by Developer by e-mail.
- Reseller provides user support and manages customer relations.
8. Quality Standards.
- Customer Support and Response Time. Reseller must process Client's order within one business day of receipt of payment from the Client. Reseller must provide user support via e-mail with response times no less than one business day. Reseller must also provide customer support via phone during business days.
- Domain Registration. Reseller must provide means of registering and configuring domain names on behalf of its Clients; Reseller can provide domain registration as a separate service for an additional fee. Any such domain registration service is not subject of this agreement and shall be governed by a separate agreement between Reseller and Client. The Client must be specified as the owner for any domain names registered on behalf of that Client for use with the Software.
- The above quality standards are subject to change with a 30 days prior notice.
9. Pricing and Payments.
- End User Pricing and Payment. Reseller will independently set its own pricing to each Client. Reseller bears all risk of non-payment by end users, and is solely responsible for all of its costs and expenses.
- Maximum Subscription Term. Reseller may not offer and sell Software subscriptions longer than one year.
- Reseller's Cost. It is hereby agreed that Reseller shall pay the Developer for the Products at the rates listed on http://www.mozello.com/reseller/, based on how many paid subscriptions Reseller has active at the given moment.
- Price Change. The prices are subject to change with a 30 days prior notice.
- Taxes. Reseller shall be responsible for all applicable state and local sales tax collection as well as any import duties or VAT fees and payment.
- Payment and Invoicing. An invoice is issued by Developer every time Reseller reaches its credit limit set by Developer. The invoice must be paid within 20 days after it is issued. Reseller is responsible for ensuring that invoices are received and paid on time.
- Currency. Reseller shall pay for the Products in the currency that was selected upon signup (EUR or USD) by wire transfer based on invoices issued by Developer.
- Refunds. All sales made by Developer to Reseller are final and non-refundable.
- Non-payment. In the event of Resellers' failure to make timely payments for the use of the Software, Developer reserves right to stop providing the Products activated by Reseller and to contact Reseller's Clients directly to establish direct business relationship between Developer and Clients.
10. Technical Support and Marketing Materials.
- Developer shall make available product and support materials deemed necessary by Developer for proper operation by Reseller.
- Developer will additionally consult and advise Reseller or Clients if requested, by email.
11. Reseller Obligations and Liability.
- End User Relationships. Reseller agrees not to represent itself as an agent, legal representative, joint venture or employee of Developer for any purpose whatsoever; and it is deemed understood between parties that Reseller shall be an independent contractor and is in no way authorized to make any license, contract, agreement, warranty or representation on behalf of Developer, or to create any obligations expressed or inspired on behalf of Developer beyond the regular sales of the Products.
- Business Practices.Reseller agrees not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Developer or its products and agree to comply with all applicable laws and regulations while operating under this Reseller Agreement. Reseller further agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.
- Liability. Under no circumstances shall Developer be liable for any act, omission, debt or other obligation of Reseller. Reseller is fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of its provision of the Software or resale of the Products. Reseller shall indemnify, hold harmless and (at Developers option) defend Developer from and against any claim, loss, cost, liability or damage, including attorneys' fees, for which Developer becomes liable arising from or relating to: (a) any breach or alleged by Reseller of any term of this Reseller Agreement, (b) the issuance by Reseller of any warranty or representation regarding Developer or its products or services not specified in the Terms of Service, or (c) any of Reseller's other acts or omissions in connection with the marketing or resale of the Products under this Reseller Agreement.
12. Disclaimer of Warranties and Limitation of Liability.
- Disclaimer of Warranties. For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Developer with respect to use of the Software are made directly by Developer to the end user in accordance with the Terms of Service and do not extend to you as a Reseller. Except for the express warranties, if any, made to the end user in the applicable Terms of Service, Developer makes no other warranties relating to the Software, express or implied, to you as a Reseller. Developer disclaims and excludes any and all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose or use and non-infringement.
- Waiver of Consequential Damages. To the fullest extent allowed by law, neither the Developer nor its suppliers shall be liable for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including loss of business, revenue, profits or other economic advantage), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.
- Liability Cap. To the fullest extent allowed by law, Developer's and its third-party suppliers' entire liability under this Reseller Agreement, whether for breach or in tort, shall not exceed the amounts actually paid by Reseller to Developer for the use of the Software account which gives rise to the claim.
- No Authorization of 3rd Party Warranties. No person is authorized to make any other warranty or representation concerning the Products, the Software, or the way the Software is provisioned. Reseller will make no warranty, express or implied, on behalf of Developer.
13. Transfer Rights and Resale Privileges.
- Reseller may sell or transfer the rights under this Reseller Agreement provided the provisions of this Reseller Agreement and the procedures for such transfer applicable to all Resellers are fully complied with. Reseller shall not assign, sell, or transfer any right under this Reseller Agreement without prior written consent from Developer.
- If a proposed transfer would have the effect of transferring the reseller program to a person other than the original signatories to the Reseller Agreement, it is mutually agreed that the transferee will execute the Reseller Agreement then being offered to all new Resellers.
- In the event of Resellers' going out of business, Reseller shall within 30 days of stopping the business operations notify Developer in writing or by e-mail about termination of this Reseller Agreement or transfer of the Reseller rights.
Except for purposes of resale or transfer as provided above, this Reseller Agreement may be terminated only by Reseller or by Developer as provided below:
- By Reseller. Reseller may terminate this Reseller Agreement at any time by notifying Developer in writing or by e-mail at least 90 days prior to the proposed terminal date, of Reseller's intent to cancel this Reseller Agreement. Reseller assumes responsibility for complete payment and discharge, on or before the terminal date, of all obligations, both to Developer and to other parties, incurred by Reseller in the operation of this business.
- By Developer. Developer may terminate this Reseller Agreement at any time by notifying Reseller in writing or by e-mail at least 365 days prior to the proposed terminal date. Immediate termination will ensue if Reseller has failed to make timely payment of any such monies owing to Developer or has violated a provision of the Reseller Agreement and has been notified of such default in writing or by e-mail, and has failed to remedy such default with 10 days of giving such notice.
- Inactive Account Termination. Developer may terminate this Reseller Agreement and permanently delete Reseller's account without any notification if Reseller has no active paid subscriptions for more than 90 consecutive days.
- Discontinuation of Service. In an unlikely event of this Reseller Agreement being terminated by Developer due to discontinuation of the Software provision, the Reseller has the responsibility for notifying its end users and ending all paid Software subscriptions managed by the Reseller before the proposed termination date.
- Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as "Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Mozello Technology and any performance information relating to the Software shall be deemed Confidential Information of Developer without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
16. Contract Administration.
- Effective Date. This Reseller Agreement takes effect immediately after Reseller's account is activated by Developer.
- Applicable Law. This Reseller Agreement after review by Reseller, was accepted in the Republic of Latvia and shall be interpreted and construed under the laws thereof, which laws shall prevail in the event of any conflict of laws.
- Entire Agreement. The Reseller Agreement constitutes the entire, full and complete agreement, understandings, representation, conditions, and covenants by and between the parties hereto. Neither party shall be liable for any representation made unless expressly set forth herein.
- Changes. From time to time, Developer may modify this Reseller Agreement. Developer will use reasonable efforts to notify Reseller of these changes through communications through Developer's website or other forms of communication, but it is Developer also suggests that Reseller bookmarks this Reseller Agreement and reviews it periodically.
- Disclaimer. Reseller acknowledges that Reseller understands the Developer's reseller program and recognizes that the business venture contemplated by this Reseller Agreement involves business risks and will largely be dependent upon the ability of Reseller as an independent business person. Developer expressly disclaims the making of, and Reseller acknowledges that Reseller has not received any guaranty, express or implied, as to the potential volume, profits, or success of the business venture contemplated by the Reseller Agreement.