Resale Plan Agreement

	This ("Resale Partner Plan") is a contract between you and ProForce Corporation, with your acceptance of terms specifically declared by proceeding or application. This Terms of this Agreement affects your rights and you should read it carefully. We encourage you to print the Agreement or copy it to your computer's hard drive for reference. For additional information consult your ProForce Corporation Representative. In this Agreement, "you" or "your" means any person or entity using the Resale Partner Plan Service. Unless otherwise stated, "we" or "our" will refer collectively to ProForce Corporation, and its subsidiaries, affiliates, directors, officers, employees, agents and contractors. The headings to the clauses in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.
	I. Resale Plan Eligibility
	In order to use the Resale Partner Service, you must be the registered owner of the business, and have the ability to process credit card purchases for product sales. You must be at least 18 years of age to register for Resale Partner Service. You must purchase all Genuine ProForce Products from ProForce or an Authorized ProForce Distributor. Examples of Genuine ProForce Products include, but are not limited to software. You shall not identify integrated software products you sell as "Adobe or Microsoft " products or promote your integrated as being manufactured by Adobe or Microsoft . But you may use the logos, names, and any ProForce-approved merchandising materials, subject to the terms of individual company policies and this agreement.
	Resale Plan Overview
	Plan Partners are licensed to market our software. Plan Partners receive 65%-35% net discounts. Plan Partners process charge card transactions. Plan Partners retain charge card money. Plan Partners sends shipping instructions and fee. ProForce drop-ships customers order. Upon acceptance ProForce creates a processing form to use in processing new orders and wholesale payments. You have no claim to Plan Services unless until you indicate your acceptance of these terms, and forward the $128 fee with signed application documents.(Step-two page bottom)
	Resale Partner Information
	You agree to provide true, accurate and complete registration and to maintain and promptly update your information as applicable. You agree not to impersonate any other person or use a name that you are not authorized to use. If any information you provide is untrue, inaccurate, not current, or incomplete, without limiting other remedies. ProForce has the right to terminate Service and recover any costs or losses incurred directly or indirectly resulting from erroneous or fraudulent Resale Partner information. You authorize ProForce Corporation, directly or through third parties, to make inquiries to validate your Resale Partner application. This may include credit reports and checks to verifying information against third party databases. ProForce shall protect personal Resale Partner information supplied in the application with standards posted in our Privacy Policy Statement.
	Resale Plan Application Fee
	ProForce retains the sole discretion to accept or reject applicants for any reason. Applications must include the $128 new account setup fee. Should your application be accepted, please allow one to ten days for processing and setup.
	Resale International Eligibility
	To be eligible for a Resale Partner Service account, you must be a resident of the United States or one of the approved countries listed in the below table:
	Argentina Australia Anguilla Austria Belgium Brazil Canada China Costa Rica Denmark Dominican Republic Finland France Germany Greece Hong Kong Iceland India Ireland Israel Italy Jamaica Japan Luxembourg Mexico Netherlands New Zealand Norway Portugal Singapore South Africa South Korea Spain Sweden Switzerland United Kingdom
	International Resale Partner transactions shall be made in US dollars and may be subject to exchange rates. ** IT IS PROFORCE CORPORATION'S ASSUMPTION THAT INTERNATIONAL Resale Partners ARE SIGNING UP FOR A PROFORCE Resale Partner ACCOUNT ONLY AFTER DETERMINING THAT OPENING AND MAINTAINING A PROFORCE CORPORATION ACCOUNT VIOLATES NO LAWS OR REGULATIONS IN THEIR RESPECTIVE COUNTRY AND JURISDICTION. If you are an international user, you warrant that you are violating no law or regulation by your use of ProForce Corporation, and you indemnify us for any and all liability that might arise from your use of ProForce Corporation.
	Resale Plan Account Closure
	You may close your account at any time by writing notification to ProForce Corporation. Upon closure of an account, any pending transactions will be processed. You may not use closure of your account as a means of evading Resale responsibility, disputes, order fulfillment, and if pending issues remain at the time you close your account, ProForce Corporation may seek protection, as deemed appropriate, to protect ProForce Corporation against the risk of sale reversals, or disputes. You will remain liable for all open obligations related to your Resale Partner account even after such account is closed. Termination of this Agreement howsoever caused shall be without prejudice to the rights of the parties accrued prior to the date of such termination. The obligations set out in this Agreement shall continue to be in force following termination where necessary to give proper effect to the rights and obligations therein.
	Resale Plan Termination
	ProForce Corporation, at its sole discretion, reserves the right to close Resale Partner accounts at any time for any reason, including but not limited to: violations of this Agreement, upon written notice to the Resale Partner ProForce Corporation, at its sole discretion, also reserves the right to restrict order processing from Resale Partners connected with any one of the events listed below. When a Resale Partner account is restricted, notified is sent by e-mail with request to provide relevant information to enable ProForce to investigate the matter promptly. If the investigation is in your favor, we will remove restrictions from your account. If the investigation is not in your favor: ProForce Corporation may return funds to the purchaser and UN-restrict the account, continue the restriction for up to 180 days, or require funds necessary to protect ProForce Corporation against the risk of future disputes and reversals, or may close your account by giving you notice and mailing a check for any funds due you (minus funds that are in dispute) to the address that you have provided. If you are later determined to be entitled to the funds in dispute, ProForce Corporation will make an additional timely payment of those funds to you. Restricted Events: Reports of unauthorized or unusual credit card use associated with the Resale Partner including, but not limited to, notice by the card issuing bank. Reports of unauthorized or unusual bank account use associated with the Resale Partners account. Complaints regarding improper merchandising, non-delivery of product, merchandise not as described, or problems with low merchandising standards. Initiation of charge reversal process through the buyer's issuing credit card without first pursuing the Buyer Complaint process described below. Receipt of potentially fraudulent funds Excessive disputes or reversals, or attempts to "double dip" by receiving funds in a dispute both from ProForce Corporation and through a reversal or a refund from the buyer. Refusal to cooperate in resolving any dispute or investigation, or failure to provide confirmation of identity, access to records upon request Initiation of transactions considered to be advertised and processed below the retail price structure. Sending unsolicited e-mail or posting referral links on Web-site where they are not permitted. Circumventing software security or other facets of the Resale Partner Service. The account has been used in or to facilitate fraudulent activity. Violations of this Resale Partner Agreement. Name on the bank account associated with the credit card supplied to ProForce Corporation account does not match the name on the Resale Partner account. Return of an incoming Electronic Funds Transfer, or credit card transaction for insufficient funds in the bank account, expired charge card, or incorrect bank account number. Misuse of any Resale Partner Service or Resale Partner tools and products. ProForce Corporation will use reasonable efforts to investigate accounts that are subject to a restriction and to reach a final decision on the restriction promptly.
	II. PROHIBITED ITEMS
	You agree that you will not use the Resale Partner Service to illegally market products or services, including but not limited to countries the US Government restricts. Further you agree not to infringe the intellectual property rights of ProForce Corporation, or advertise products at any price except the suggested retail price. You will not use the Resale Partner Service, the ProForce Corporation Web-site, the Resale Partner tools, or any of the services offered therein for any unlawful or fraudulent activity. You shall comply with all Department of Commerce Export Regulations governing ProForce products including but not limited to transfer to individuals and/or companies denied export/import privileges or involved in certain nuclear, missile and chemical/biological weapons activities. Should ProForce Corporation acquire reason to believe that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Resale Partner Service may be suspended or terminated. You agree to fully cooperate with any ProForce investigation of suspected unlawful, fraudulent or improper activity, including but not limited to granting non-authorized representatives, guest, or member access to any ProForce product, service or Web-site tools. You also agree not to use your ProForce Corporation Resale Partner account to sell affiliations, business opportunities, franchises, multilevel marketing, or goods with delivery delayed more than 7 days from the date of payment. You agree not to impersonate a ProForce Corporation Resale Partner or a ProForce Corporation representative, or to request that a ProForce Corporation customer provide you with their password or other information to access their account.
	Prohibited Communications
	To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your Resale Partner account and/or your use of the Service ("Software Resale"), may be provided to you electronically and you agree to receive all Communications from ProForce Corporation in electronic form. Electronic Communications may be posted on the pages within the ProForce Corporation Web-site and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. ProForce Corporation reserves the right but assumes no obligation to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying ProForce Corporation of your decision to do so by contacting us in writing or by telephoning customer service. If you revoke your consent to receive Communications electronically, ProForce Corporation may terminate your right to use the Resale Partner Service.
	Prohibited False Data
	You agree and warrant that you own direct Internet web-site access, have access to the Internet and to a current functional personal e-mail address. Although we will take reasonable steps to contact you based on information that you have provided us, ProForce Corporation will not be liable for any undelivered products or costs you may incur for maintaining Internet access and an e-mail account. You have an affirmative obligation to provide ProForce correct and operational e-mail address, and to notify ProForce Corporation promptly as to any changes or cancellations of e-mail or physical address. Failure to provide ProForce Corporation with a current, working, functional, personal e-mail address, and/or failure to update ProForce Corporation in a change or cancellation of your e-mail address and credit card, or if ProForce Corporation has reason to believe that either have occurred may result in any or all of the following, non-exclusively: (1) the removal or deactivation by ProForce Corporation of a nonfunctional e-mail address or credit card from your account; (2) the replacement of a secondary e-mail address as a new permanent e-mail address associated with your account; (3) an alteration to your user preferences regarding ProForce Corporation e-mail notifications; (4) attempts by ProForce Corporation to reach you personally by phone, fax or postal mail. ProForce Corporation reserves the right to take measures to ensure the integrity of its Resale Partner Affiliates and expects that you, as a Resale Partner, will cooperate and keep your contact information current.
	Prohibited SPAM
	Resale Partners shall agree not to use unsolicited e-mail, usenet, message board postings, or similar methods of mass messaging (spasm) to gather referral bonuses. The use of SPAM to promote the Resale Partner Service has strict negative consequences. We take consumer privacy serious and unsolicited e-mail blasts will be considered grounds to terminate a Resale Partner permanently. We also will immediately and permanently terminate any Resale Partner who has sent unsolicited e-mail targeting ProForce or other Resale Partners for any purpose. In addition, you may be subject to state and federal penalties and other legal consequences under applicable law if you send unsolicited e-mail Our Anti-SPAM Policy is intended to protect our Resale Partners, the Internet, and us. You agree not to use e-mail to send unsolicited e-mail (SPAM). Further, you agree not to use unsolicited e-mail, usenet, message board postings, or similar methods of mass messaging (SPAM) to gather referral bonuses.
	Prohibited Hacking
	If you use, or attempt to use the Resale Partner Service and products for purposes other than legal and mutually beneficial means, including but not limited to tampering, hacking, modifying or otherwise corrupting the software, software security, or functionality of Resale Partner Partner Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.
	Prohibited Duplication
	You agree not to engage in behavior that could reasonably be construed as duplicating our Resale Partner Service Program, and agree not to engage in behavior that could reasonably be construed as solely self beneficial.
	Prohibited Misrepresentation
	Resale Partner shall not make any representation or give any warranty in respect of the programs save as are consistent with the marketing materials supplied by the ProForce or that Resale Partner provides at Resale Partners cost to the customer,and shall not incorporate or use any copyright notice, trademark or propriety right legend in any copy of the Product supplied to customers except such as may be necessary to indicate that the Resale Partner acts as a retail distributor of the product on behalf of the ProForce.
	Prohibited Surcharges
	Under Visa, Master Card, Discover and American Express regulations and the laws of several states, including California, merchants may not charge a fee to the buyer for accepting credit card payments (often called a "surcharge"). You agree that you will not impose a surcharge or any other fee for Reselling ProForce software. This restriction does not prevent you from imposing any sales tax or shipping/handling fee in connection with the sale and delivery, as long as the handling fee does not operate as a surcharge (in other words, the handling fee for transactions paid by credit card may not be higher than the handling fee for transactions paid through other payment methods).
	V. Confidentiality
	From time to time, ProForce may disclose to you Confidential Information. Such Confidential Information may also be disclosed by ProForce orally but will relate to or be embodied in a tangible document. ProForce may disclose Confidential Information to you and your employees at training events and through other means used to transmit this information to you and other ProForce program participants. In return for ProForce disclosing Confidential Information to you, you agree to the following Confidentiality Terms: Your Obligations of Confidentiality. You agree to maintain the confidentiality of the Confidential Information with at least the same degree of care that you use to protect your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. You will not disclose any Confidential Information to any third parties except to your employees who have a need to know the information to do their jobs and who agree to abide by these nondisclosure terms, which you agree to explain to them. If you disclose Confidential Information to your employees, you agree to be responsible for their maintaining its confidentiality. You will not make any copies of Confidential Information (or software) except paper documents when necessary for your employees with a need to know. Any copies that you make must be identified as belonging to ProForce and marked "ProForce Confidential". If you have entered into other confidentiality terms with ProForce, including but not limited to an ProForce Corporate Nondisclosure Agreement ("CNDA"), the terms of this Agreement shall control only for Confidential Information shared pursuant to the Program. Certain ProForce channel programs may require you to enter into a written ProForce Confidential Nondisclosure Agreement. Each of the parties hereby undertake to the other to treat as confidential to that other all information received so marked and all other information in whatever form or medium transmitted concerning the other unless the disclosure of such information is reasonably necessary to exercise the rights and obligations granted in or imposed by this Agreement. Should such information come into the public domain by reason of any breach of the obligations of confidentiality imposed by this clause, termination may be imposed. The obligations of confidentiality imposed in this clause shall not be considered breached if a party is required to disclose information to any governmental authority or court of competent jurisdiction or to its professional advisors on terms that such advisors agree in writing to treat such information as confidential.
	Confidentiality Obligations Termination
	You agree to maintain the confidentiality of Confidential Information for a period of no less than two (2) years from when it is disclosed to you. However if one of the below events occurs, you are released from your obligations of confidentiality if the Confidential Information is: Rightfully in the public domain other than by a breach of obligations of confidentiality to ProForce; rightfully received from a third party without any obligation of confidentiality; Rightfully known to you without any limitation on use or disclosure prior to its receipt from ProForce; or generally made available to others by ProForce without restriction on disclosure.
	Confidential Information Ownership
	Title or the right to possess Confidential Information at all times remains with ProForce.
	No Obligation to Disclose
	ProForce has no obligation to disclose Confidential Information to you. ProForce may terminate these Confidentiality Terms at any time without cause by giving notice to you; but in the event of termination, your obligations of confidentiality towards the Confidential Information already disclosed to you remain in effect after such termination. ProForce may, at any time, cease giving Confidential Information (or service) to you without any liability, and/or request the return or destruction of all or part of Confidential Information disclosed to you, including any copies you might have made. You will promptly comply with such request, and if requested, confirm your compliance to ProForce.
	Confidential Disclosure Terms
	We may disclose information to third parties about your account or transactions you made in accordance with our Privacy Policy, including: Verifying the authenticity of the transaction. In order to comply with government agency or court orders, including proper requests from law enforcement agencies. To conduct investigations of fraud or violations of the Resale Partner Plan Terms of Use. If you give us your written permission. (View our Privacy Policy ).
	Confidential Waiver
	The ProForce failure to enforce any right resulting from any breach by you of any of these Confidentiality Terms will not affect any of ProForce Corporations rights relating to a later breach of such terms or any other right of Intel's under the terms of any Intel program.
	III. LEGAL RELATIONSHIP AND MORE
	Upon Resale Partner Service acceptance, ProForce Corporation shall grant you a limited license to sell our software products, and also fulfill orders at 65% wholesale plus-shipping fees. By registering for Resale Partner Service you appoint ProForce Corporation as your agent to process order shipments on your behalf in accordance with the data sent to ProForce on your merchant net-order form. Upon partner acceptance ProForce will create the merchant net-order form for your sole use in processing and payment. You acknowledge that (i) ProForce Corporation is not a bank and that the ProForce Resale Partner Service we provide is solely as a subcontractor style of distribution and fulfillment service. By initiating and sending payment information for Resale Services, you appoint ProForce Corporation on your behalf as your shipping agent to fulfill your product sales, and you remain liable for resolving later transactions errors or disputes by conforming to your posted store policy guidelines. You will have no claim to Resale Partner Services unless and until you register for Resale Partner Service and indicate your acceptance of the Resale Partner Service Plan terms.
	Assignment
	You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of ProForce Corporation. ProForce Corporation reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
	Indemnification
	You agree to indemnify and hold ProForce Corporation, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out of or relating to your use of the Resale Partner Service or software products, nor shall either party have the right to create any obligation binding on the other save as expressly authorized in this Agreement.
	Security Interests and Right to Setoff
	To secure your performance of this Resale Partner Agreement, ProForce Corporation may at any time require a lien on and security interest utilizing a credit card account. In addition, you acknowledge that ProForce Corporation may also request security interest to setoff funds against any accounts or obligation owed to ProForce Corporation at any time and for any reason allowed by law. These obligations include both secured and unsecured debts you owe ProForce individually or together with someone else. ProForce Corporation may consider this Agreement as your consent to ProForce Corporation's asserting its security interest or exercising its right of setoff should any law require your consent. The rights described in this section are in addition to and apart from any other rights.
	Choice of Law
	This Agreement is governed by and interpreted under the laws of the state of Minnesota, US as such laws are applied to agreements entered into and executed within Minnesota by Minnesota business owners or residents. The parties hereto irrevocably consent to the Minnesota courts having sole jurisdiction in respect of any dispute arising between the parties concerning the interpretation or application of its terms.
	Proprietary Rights
	Upon termination of this agreement, and regardless of controversy or claim arising out of or relating to the Resale Partner Agreement or any provision of Resale Partner Service, you agree to return and/or sign a letter of destruction for any-and-all materials including: images, print literature, software, web-pages, marketing materials, and /or other materials originating from the ProForce Corporation affiliation.
	Sales Tax
	Resale Partners shall bear or recover from the customer, any applicable sales tax arising from the sale of products to customer.
	INTERNATIONAL RESALE
	If you are an International Resale Partner, you may only begin to accept product sales after you have registered a credit card with ProForce Corporation and we new Resale Partner startup fees have been processed. If and when you have registered a credit card, the following rules apply to the withdrawal of any wholesale expenses you receive through the Resale Partner Service. All International Resale Partners who have a US bank account and register an associated credit card with ProForce Corporation may gain Resale Partner approval directly after the credit card submitted to ProForce Corporation is verified to be issued from a US bank. International Resale Partners outside of those countries who do not have a US bank account will not be able to join the ProForce Corporation Resale Partner system without maintaining a monetary balance for security, and should therefore should attempt to acquire affiliation with a US Bank before applying for Resale Partner Service.
	International Resale Requirement
	If you are an International Resale Partner, you will not be able to begin processing through the Resale Partner Service unless and until you have become International-Verified by confirming an e-mail address, valid credit card information, paid the $128 startup fee, and deposited $500 US funds with ProForce as a security deposit.
	Export Controls
	None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the US has embargoed goods; or (ii) to anyone on the US Treasury Departments list of Specially Designated Nationals or the US Commerce Department’s Table of Denial Orders.
	Update Notification
	ProForce Corporation shall notify the Resale Partners of all material amendments made to the specification for the marketing products and materials, by providing Resale Partner notifications of updates, revisions or new releases (except a new release which is a newer product) and within a reasonable time period after they become available. ProForce shall provide the Resale Partner without charge: Resale Partner telephone assistance as is reasonably necessary to enable the Resale Partner to effectively fulfill orders. ProForce shall keep the Resale Partner informed of any material changes planned for the Programs and of the likely release date of any new versions of the Programs. ProForce will provide End-users with support in accordance with the ProForce Standard End-user License.
	Miscellaneous Disclaimers
	ProForce Corporation shall not be responsible for payments or charge debits resulting from Resale Partner customers due to the input of incorrect information by Resale Partners customer or Resale Partner Verification of Resale Partners is only an indication of increased likelihood that a Resale Partners identity is correct. ProForce Corporation shall not be responsible for any fraud, deception or misrepresentations by Resale Partners, whether or not the Resale Partner is Verified. However, ProForce Corporation's Resale Partner Complaint Program, described below, will seek to assist Resale Partners who are victims of fraud if they report it promptly. ProForce Corporation shall not be obligated to refund a Resale Partner for any order transaction for which ProForce Corporation has rightfully fulfilled. ProForce Corporation will not have any liability in connection with any un-received order, unauthorized interception or use of data relating to you or the ProForce Corporation Resale Partner Service; as-well-ass any inability by you to use or access the Resale Partner Service, Web-site, or ProForce Corporation contact or affiliate, for any reason; any actions, any non-action, or transaction, by cause over which ProForce Corporation does not have direct control, including problems attributable to computer hardware or software (including computer viruses), telephone, fax, e-mail, or other communications, or Internet service providers. In no event shall ProForce Corporation be liable (A) for damages caused other than by intentional misconduct or (B) for any indirect, special, incidental, consequential or punitive damages whatsoever (including, but not limited to, damages for lost profits, disclosure, software specific end-use, Resale Partners specific return policy, dissemination of confidential information, or loss of privacy), arising out of or in any way related to your use of or inability to use the Resale Partner Service or the ProForce Corporation Web-site, even if ProForce Corporation has been advised of the possibility of such damages. In no event shall ProForce Corporation be liable for any act or omission of any third party or any circumstances beyond our control (such as, for example, a fire, flood, or other natural disaster, war, riot, strike, act of civil or military authority, equipment failure, computer virus, or failure or interruption of electrical, telecommunications or other utility services). Resale Partner Service shall not take effect to transfer ownership of any part of the programs or the Associated Materials or any translation thereof to the Resale Partner nor to limit in any manner ProForce Corporation's right to adapt, modify, translate, sell, license or otherwise exploit in any manner the programs and the Associated Materials ProForce Corporation reserves the right to require Resale Partners who receive undesirable complaints through ProForce Corporation, or operate with high reversal rates or otherwise present a relatively high risk of losses to choose between closure of their ProForce Corporation Resale Partner Service account or entering into an additional agreement addressing such risks, which may include higher fees.
	Security Features
	ProForce Corporation strongly suggests that you use a Web-site host, who provides order form and e-mail encryption. For more information on security, talk to your host provider. However, regardless of whether you use a web host with security features, ProForce Corporation is unable to guarantee that Resale Partner Service data transmitted is secure and/or will not be intercepted by third parties.
	VI. SHIPPING AND ORDER PROCESSING
	ProForce offers regular US Postal and FED/EX drop-ship services only, and requires daily and separate transaction and shipping instructions from Resale Partners. While we do not require Resale Partners to charge specific fees or shipping service provider, we do recommend using FED/EX, for the benefits and reduced risks it provides. Resale Partners agree to supply ProForce with an active FED/EX account number for shipping fees, and be responsible for all costs associated with drop-shipment and any associated fees. The FED/EX tracking number system is designed in part to reduce the risk of delivery problems, Resale Partner charge card reversals, and fraud. Using FED/EX from the start will reduce everyone's risk and allow ProForce to provide the first class Resale Partner Service you desire.
	Ship Fees and Options
	Option #1. FED/EX Option #2. US Postal 3-day Express Saver $22 2-day Economy: : $27 Standard Overnight: $33 Priority Overnight: $45 First Overnight/Saturday: $53 Outside USA including Canada $59 Resale Partner Service Fee) US Postal. ($9.30 Service Fee) If you requested the transaction to be fulfilled with FED/EX service, and you have a Buyer complaining they have not received the promised goods, Resale Partners are required to contact the Buyer to confirm a second shipment will be sent (without fee) and re-verify all shipping information, and e-mail a second shipment request with re-verified shipping information to ProForce Corporation as soon as possible. ProForce Corporation will investigate your claim and if FED/EX does not present appropriate proof of shipment, ProForce Corporation will immediately fulfill the order a second time, free of charge, except where the Resale Partner has sent incorrect ship information to ProForce, in which case the Resale Partners account will be charged the second shipping costs. Shipping complaints must be filed no later than 7 days from the date of transaction, or Resale Partner assumes the associated second shipping costs. ProForce Corporation will seek to resolve the complaint within 1 day of the date the complaint is filed, though such time frame may be extended, if appropriate, to accommodate the complaint investigation. Whenever Resale Partners select US postal service, and subsequent purchasers claim not receiving their goods, all additional or second delivery costs are the sole responsibility of the Resale Partner. ProForce requires Resale Partners to contact the Buyer to confirm and verify all shipping information before any second shipment request. The Resale plan offers normal US postal delivery service only. The above information and policy includes but is not limited to: delivery disputes about the quality or damage of delivered goods, goods that have been lost in the mail, unverified addresses, or a Resale Partners failure to deliver timely and/or accurate information. ProForce, US POSTAL, and FED/EX business days are Monday through Friday. Saturday, Sunday, and Holidays are not considered business days.
	Confirmed Ship Address
	ProForce Corporation prompts Resellers to provide a Confirmed Address when making requests for fulfillment and drop-shipment service. Confirmed is either an address at which a Buyer receives his or her credit card statements, or an address which is confirmed through an third-party Alternate Address Confirmation process, which includes the verification of other official documents. Shipping to this address minimizes the risk of not being paid associated with a fraudulent buyer. If a buyer does not provide a Confirmed Address, the Resale Partner may accept or refuse the order payment, as well as ask that the buyer provide a Confirmed Address or accept the reversal risk in shipping the item outside of the ProForce Resale Partner Protection Policy.
	Shipment Disclaimer
	ProForce Corporation shall make reasonable efforts to ensure that fulfillment's are in a timely manner. Numbers of factors, however, several of which are outside of our control may influence. ProForce Corporation shall not be liable for any actual or consequential damages arising from claims of error or delay in fulfilling orders due to any number of reasons, including but not limited to the following: You have not provided the correct delivery information. Shipping Service mistakes. Circumstances outside of ProForce Corporation's control (including but not limited to fire, flood, delays in the banking system or any interruption or interference from an outside force).
	Errors or Disputes
	In case of service fulfillment problems and errors, or questions about your Resale Partner account, you should notify ProForce Corporation by calling 1-800-651-5520, or "read receipt requested" e-mail. You must: Tell us your Resale Partner name and primary e-mail address; Describe the error or the transaction you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and, Tell us the dollar amount of the suspected error. What We'll Ask You: If you initially provide this information to us via the telephone, we may require that you send your complaint or question in writing within 10 business days. Please mail it to 16734 East La Montana Drive #103 Fountain Hills Arizona 85268 , ATTN.: ProForce Corporation Operations Department. We will advise you of the results of our investigation within 10 business days after we hear from you (20 business days for Resale Partners outside the United States) and if we have made an error, we will correct it promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question (90 days for transactions outside the United States). If we ask you to put your question or complaint in writing and we do not receive it within 10 business days, we will consider the issue closed. At the end of our investigation, we will advise you of the results within three (3) business days. If we determine that there was no error, we will send you a written explanation and we may ask for copies of the documents that we used in our investigation.
	Shipment Liability
	If we do not complete a drop-shipment transaction on time or in the correct manner, according to our agreement with you, we will not be liable for your losses or damages caused by this failure. Further, we will not be liable if: Through no fault of ours, you do not have enough available funds in your ProForce Corporation credit card Account to pay past or future transactions. The fulfillment order was not sent with "Read Request" properties.. Any incomplete or misinformation regarding fulfillment order. Circumstances beyond our control (such as fire or flood) prevent the fulfillment, despite reasonable precautions that we have taken.
	Taxes
	Each Resale Partner Service applicant is required to provide ProForce their Federal Taxpayer Identification Number (TIN), and Resale Tax Exempt Certificate (Form ) at time of the Application Form Submission or Sending (access at bottom) . It is the Resale Partner's responsibility to determine what, if any, taxes apply to the purchaser's within your state, and any income you make or receive or collect, or report and remit the correct and appropriate tax authority. ProForce Corporation is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction.
	Terms of Use
	By accepting the terms as outlined in this Agreement and using the ProForce Resale Partner Service, you attest that you hold all the necessary licenses to engage in the advertising and sale of the licensed goods and services offered for purchase through you or your business, and that you will not perform unlawful or illicit marketing or services, and not use the Resale Partner Service, the ProForce Web-site's, Software, or any of the Resale Partner Services offered therein for any unlawful, fraudulent or competitive or similar activity and service. Should ProForce acquire reliable reason to believe you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including without limitation, Resale Partner Service terms or condition violation, your Resale Partner Service may be suspended or terminated permanently. You agree to cooperate fully with ProForce Corporation to investigate any suspected unlawful, fraudulent or improper activity, and return or destroy any ProForce supplied materials, be it intellectual or other, immediately upon request.
	Resale Transaction Records
	Resale Partner must keep accurate purchase transactions records and upon ProForce request provide this information in written or electronic format. The Resale Partner is NOT to redistribute this information to any third party for any purposes whatsoever.
	Resale Order Processing Payment
	ProForce Corporation's current Resale Partner Service Fees are: Resellers are responsible for paying 65% wholesale sale and processing fees by credit card using the Merchant Online Net-Order form
	Resale Charge Reversal
	The ProForce Protection Policy does not replace or reduce any other consumer rights Resale Partners may have, including reversal rights that may be granted by a credit card issuer. ProForce Corporation is the distributor/manufacturer of record with respect to all Resale Partner credit card transactions using the ProForce Corporation Resale Partner Service to fulfill delivery of purchase goods. As such, you acknowledge that ProForce Corporation does not control the outcome of any reversal decision initiated through a Buyer's credit card issuer. ProForce Corporation encourages all Buyer disputes are required to be recorded and resolution attempt initiated by Resale Partners, through direct communication between Resale Partner and Buyer's. ProForce reserves the right to terminate or restrict account privileges of Resale Partners who file reversal or other complaints without attempting to resolve the complaints through direct communication means. If a reversal claim is initiated, whether as a result of a dispute or for any other reason, the parties agree to provide to any requesting party on a timely basis any and all necessary documentation to resolve any reversal or dispute. ProForce Corporation DOES NOT act as the agent of either party in any transaction or resulting dispute. If you receive funds through a Buyer's credit card, in the event the credit card transaction is charged back and you do not qualify for the Resale Partner Protection Policy, you agree to hold ProForce Corporation harmless for the fulfilled service fee amount and to reimburse ProForce Corporation from either your ProForce Corporation credit card account or by other means. When a Resale Partner transaction is reversed because of a credit card dispute, and you do not qualify for the Resale Partner Protection Policy for that transaction, you will still owe ProForce Corporation for fulfillment costs, and any fees imposed on ProForce resulting from the reversal.
	VII. PERMISSIONS, GRANTS, LICENSE ETC.
	Grant of License: Subject to the terms of this Resale Partner Service agreement, ProForce grants Resale Partner a limited, revocable, nontransferable, nonexclusive license to market and sell the ProForce software archive ("Software"). The Publisher retains title and ownership of the Software, and Resale Partner shall not reproduce, store, modify, publish, transmit, distribute, perform, display, market, modify, translate, reverse engineer, decompile, disassemble, rent, lease, grant a security interest in or otherwise transfer or participate in the transfer or sale of, create derivative works based on, remove or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from, or in any way exploit, any Software or web site, Content, Products, or Services in whole or in part, except as expressly permitted under the Resale Partner Service agreement however, Resale Partners may make copies of the ProForce print materials, web page Information, server images, limited to the sole use of providing a consumer storefront web-site that markets ProForce software products
	Ownership
	ProForce Corporation warrants that it owns and possesses all rights and interests in the Software necessary to enter into this Resale Partner Service Agreement, and shall indemnify, defend and hold Resale Partner, its agents and employees, harmless from any loss, damage or liability for infringement of any US patent right or copyright or other property right with respect to the use of the Software delivered thereunder; provided, that Resale Partner permits ProForce to defend, compromise, or settle said claim or infringement and the Resale Partner provides all available information, assistance and authority to enable ProForce to do so.
	Software Modification, Warranty, and Support
	Unless prior written consent of ProForce top-level management is obtained, Reseller's may not modify, duplicate, store, or change the Software in any manner. Reseller's responsibility for customer user-support ends upon successful delivery and retention of the software by the customer. Resale Partners will not be responsible for providing technical support to Software Buyer's, and shall refer all such inquiries to the ProForce Corporation NON-800 telephone numbers. Resale Partners shall not make any warranties with respect to specific use or performance, or license transfer of the Software. Reseller's shall take reasonable measures to ensure that no warranty misrepresentations are made, other than the Reseller's specific policy, terms, and warranties.
	Trademarks and Copyrights
	Resale Partner hereby acknowledges that the Trademarks are the sole property of the ProForce and that this Resale Partner Service Agreement confers on the Resale Partner no right whatsoever to use the Trademarks save as expressly granted herein. Resale Partner may not alter copyright (c) 1999 intellectual material of ProForce Corporation. None of the software materials may be copied, reproduced, modified, published, uploaded, posted, transmitted, disassembled, reverse engineer or otherwise attempt to recreate the source code or identify the structure, algorithms or concepts underlying the Programs, or be distributed in any form or by any means other than as described by ProForce Resale Partner Service Agreement, or with ProForce Corporation Executive officer’s prior written permission. All rights not expressly granted herein are reserved. In addition to the terms set out in Section V Part 5 of this Resale Partner Agreement, when you display a logo, name, title, trademark, or copyright in advertising, auction, or storefront you also must display adequate copyright and trademark disclosure for Adobe, ProForce, Microsoft, and others. Further, when displaying the Visa, Master Card, Discover and American Express logos, you must accept payments options via credit card. Trademarks, Brands, Logos, and Logos. Trademarks™, Copyrights©, Registered Trademarks®, Brand Names™or ®, and Logos® are considered assets of the owner, and may-or-may not require permission to use. Their protection is dependent upon their consistent usage, proper marking, and footnote reference. Whenever Resale Partners use owned assets in any advertising trade, Web-sites, technical journals, or printed material, it is required that you Accra permission and follow the rules below: Use the trademark as an adjective, to precede and modify a noun. For example, "The ProForce Digital Office® 5.0 software is Powered by Adobe® PDF® PDF™ Architecture, as such refrain from using the Adobe name in conjunction with ProForce software titles, and in any other way that would construe ownership. Product names are to be used with the appropriate trademark symbol and attribution legend, and as may be further required by the Resale Partner trademark license. Always use the proper trademark symbol when needed. The symbol should appear in special characters as in ProForce Corporation®. If special characters are not available, use parentheses: (TM) or (R) or (C). You must also use a footnote to identify the owners of the trademarks. When listing multiple trademarks, they should appear in alphabetical order. For Example: PDF® Reader® are both registered trademarks of Adobe® Systems Incorporated, and as such they all require the proper mark, and ownership footnote. Resale Partners must add the proper mark for all products, brand names, trademarks, logos, or registered trademarks of their respective companies, on any web-site or marketing material they use or display. Example: Adobe, the Adobe logo, PDF, the PDF logo, Adobe Premiere, After Effects, FrameMaker, PageMaker, Photoshop and PostScript are either registered trademarks or trademarks of Adobe® Systems Incorporated in the United States and/or other countries. ProForce reserves the right to terminate Resale Partner Services for misuse of trademarks. (More on Adobe® trademarks ) ProForcerealestate.com, proforcerealestate.com, Digitizedsoftware.com, Realtorcontracts.com, ProForce Software Corporation, ProForce Corporation, Digital Contracts, Digital Office, Adobe, PDF, Reader, Microsoft, Word, and all related intellectual material, software creations, logos, products and services described in this Web-site are either copyrights, trademarks or registered trademarks of ProForce, Adobe, or Microsoft Corporation, or licensors, and (aside from the circumstances described in "Use of Logos" below) may not be copied, imitated, used, or retained after Resale Partner Service termination, in whole or in part, without the prior written permission of ProForce Corporation. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ProForce Corporation and may not be copied, imitated, used, or retained in whole or in part, without the prior written permission of ProForce Corporation. Notwithstanding the above, HTML logos, software, images, and materials are provided by ProForce Corporation through its Resale Partner Service, CO-Branded Programs, Web Support, Resale Partner Tools and Downloads, and supplied trade dress materials or features, may be used without prior written consent for the sole purpose of marketing ProForce Reveler's Service or Software. These materials may not be altered, modified, or changed in any way, or used in a manner that is disparaging to ProForce Corporation or the Service. These materials, logos, and images may not be displayed in any manner that implies sponsorship or endorsement with any other Resale Partner Program than ProForce Corporation. ProForce Corporation is a software distributor alliance, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
	Liability and Indemnification
	ProForce shall not be liable for any direct, indirect, special, incidental or consequential damages, whether based on contract, tort or any other legal theory, arising from Software use or performance. Not withstanding any other provision of this Agreement, ProForce liabilities under this Agreement, whether under contract law, tort law, warranty or otherwise, shall be limited to direct damages not to exceed the product or service fee amount actually received by Resale Partners from the ProForce Service. No action, regardless of form, arising out of any transaction under this Agreement may be brought by either party more than one year after the injured party has actual knowledge of the occurrence which gives rise to the cause of such action. Under no circumstances shall ProForce Corporation be liable to Resale Partners or any other person for any indirect, incidental, consequential or punitive damages arising out of or relating to your use of the Resale Partner Service, nor shall ProForce Corporation be liable for any unauthorized access to your ProForceResale Partner Service Account features or tools. By submitting for service, you are accepting this Resale Partner Agreement terms and related contracts. You affirmatively agree to hold ProForce Corporation harmless from any losses or other damages whatsoever, incurred as an indirect or direct consequence of Resale Partner Plan Products or Services and agree to indemnify ProForce for any harm arising directly or indirectly from you.
	VIII. INTERNET STOREFRONTS
	The terms below specifically apply to Resale Partner Internet Commerce sites, which enables Resale's to display information and services. Accuracy of Web-site Information. All information you provide at all times, must be truthful and conform to the current proforcerealestate.com site, including any product title, description, category, and all other related information. If any change occurs in your ProForce Corporation Site , you must promptly update the information to your Web-site. Failure to comply will result in removal from the ProForce Corporation Resale Partner Service Program, and may result in legal action by ProForce Corporation. Provision of deceptive Resale Partner practices resolution is hereby granted by submittal for Resale Partner Service, which grants ProForce Corporation the right to access your site server including passwords and user information upon demand, in order to confirm the accuracy deletion of ProForce Corporation files upon termination of ProForce Resale Partner Service.
	Internet Storefront Policies
	Resale Partner are required to display its "Purchase Terms and Returns Policy" information, with consumer access from any Web-site or storefront, and to implementation of an "I Accept Purchase Terms" check-box on any order forms. Further, Resellers must include and clearly display their business name, address, telephone number, fax number and e-mail address contact information. Resale Partners must update this information to keep it true, accurate, current, and complete. Storefronts and marketing materials must clearly disclose Resale Partners refund policies. Terms of sale policy shall be the Resale Partners decision and responsibility. ProForce Corporation is not responsible for altered Resale Partner terms, policies, errors, or misrepresentations. ProForce Corporation specifically disclaims all warranties with respect to Web-site specific information, including but not limited to the warranty of merchantability specific use, and accuracy of information or content, and does not guarantee any level of security in shopping at third-party Resale Partner Websites offering ProForce Corporation products, nor does ProForce Corporation guarantee the quality of goods or services offered on these Resale Partner websites.
	Internet Storefront Eligibility
	Resellers who meet the following conditions are eligible to post a Web-site storefront on the Internet to display the ProForce products: The Resale Partner has a direct 24-hour Internet storefront address, using no 3rd-party address. The Resale Partner maintains a system for processing credit card purchase transactions. The Resale Partner has opened a ProForce Corporation credit card account. The Resale Partner site is professional in appearance. Posted and accessible contact information including terms of sale and return policies, with order forms containing an "I agree to Terms" check-box. The Resale Partner does not use "framing," where a 3rd party site displays a portion of the Resale Partners If at any time the Resale Partner utilizes an e-commerce site no longer meets one or more of the requirements listed above that Resale Partner will correct inadequacy within 72-hours, or cease to provide Internet access to site, until corrections have been completed to the satisfaction of ProForce Corporation. License to Use Information. You remain the owner of the Web-site used to market ProForce Corporation products, but by submitting for ProForce Resale Partner Service, you are specifically granting ProForce Corporation permission to govern the information displayed with your Web-site. In return ProForce Corporation grants you a non-exclusive, worldwide, perpetual, limited license to market, advertise, and sell through your Web-site, the entire ProForce Corporation retail product line and process sale transactions, subject to compliance with ProForce Corporation's Resale Partner Service Policy. This license will end upon termination of Resale Partner Service, whether such termination is caused by you or by ProForce Corporation.
	Internet Storefront with Adult Rated Goods/Services
	You may not advertise or Resale ProForce products from a Web storefront that promotes or facilitates adult, sexual, or illegal material or services, or any other related distasteful, including but not limited to the sale of goods or services that infringe on the intellectual property of a third party. Any such Web-site constitutes ground for immediate termination of your participation in ProForce Corporation Resale Partner Service and immediate closure of your account.
	No Endorsement
	ProForce Corporation's approval of your e-commerce Web-site is not an endorsement of any other goods or services offered on the Web-site, and any attempt to state or imply ProForce Corporation's endorsement of other goods or services constitutes grounds for immediate termination of your participation in ProForce Corporation Resale Partner Service.
	Internet Storefront Trademarks, Brand Names and Logos
	Trademarks™, Copyrights©, Registered Trademarks®, Brand Names™or ®, and Logos® are considered assets of the owner, and may-or-may not require permission to use. Their protection is dependent upon their consistent usage, proper marking, and footnote reference. Whenever Reseller's use owned assets in any advertising trade, Web-sites, technical journals, or printed material, it is required that you obtain permission and follow the rules below: Use the trademark as an adjective, to precede and modify a noun. For example, "The ProForce Digital Office® 5.0 software is Powered by Adobe® PDF® PDF™ Architecture, as such refrain from using the Adobe name in conjunction with ProForce software titles, and in any other way that would construe ownership. Prroduct names are to be used with the appropriate trademark symbol and attribution legend, and as may be further required by the Resale Partner trademark license. Always use the proper trademark symbol when needed. The symbol should appear in special characters as in ProForce Corporation®. If special characters are not available, use parentheses: (TM) or (R) or (C). You must also use a footnote to identify the owners of the trademarks. When listing multiple trademarks, they should appear in alphabetical order. For Example: PDF® Reader® are both registered trademarks of Adobe® Systems Incorporated, and as such they all require the proper mark, and ownership footnote. Resellers must add the proper mark for all products, brand names, trademarks, logos, or registered trademarks of their respective companies, on any web-site or marketing material they use or display. Example: Adobe, the Adobe logo, PDF, the PDF logo, Adobe Premiere, After Effects, FrameMaker, PageMaker, Photoshop and PostScript are either registered trademarks or trademarks of Adobe® Systems Incorporated in the United States and/or other countries. ProForce reserves the right to terminate Resale Partner Services for misuse of trademarks.
	No Framing Internet Storefronts
	ProForce Resale Partners are hereby warned never to use "framing," where a 3rd party site displays a portion of the Reseller's or ProForce Web-site inside a Web-page whose URL is not the Reseller's, and this is strictly prohibited.
	Just 2 more steps to join now!
	STEP 1.   STEP 1. View or save documents in Word Format Return completed documents to: ProForce Software Corporation ATTN: Resale Plan Division 16734 East La Montana Drive #103 Fountain Hills Arizona 85268   Proceed to step two and; send account setup fee of $128
	By clicking "Proceed to step-two" you hereby agree to the terms and conditions of the above Agreement, Privacy Policy, and any documents incorporated by reference. You further agree that this Resale Partner Agreement forms a legally binding contract between you and ProForce Corporation, and your application will constitutes "a signed by You" Agreement under any applicable law or regulation. Any rights not expressly granted herein are reserved by ProForce Corporation. This Agreement is subject to change by ProForce Corporation without prior notice (unless prior notice is required by law), by posting of the revised Agreement on the ProForce Corporation Web-site, or by e-mail notification of all policy updates. This Agreement was last modified on November. 15, 2002.

 

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