|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.
In this Agreement, "you" or
"your" means any person or entity using the Resale Partner Plan Service.
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|
|Resale Plan Overview|
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
|Resale Plan Application Fee|
|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:|
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,
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.
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.
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 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.
|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;
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.
|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.
|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.|
|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.|
|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.|
|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).|
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.
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:
|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
|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.
|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.|
|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.|
|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.|
|Resale Partners shall bear or recover from the customer, any applicable sales tax arising from the sale of products to customer.|
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.|
|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 Departments Table of Denial Orders.|
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.
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.
|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
|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.|
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:
|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.
What We'll Ask You:
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.
|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.
|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.|
|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:
|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
|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 officers 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 Namesor ®, 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.
|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:
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.|
|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 Namesor ®, 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!|
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.