This ("Resale Partner
Plan") is a contract between you and ProForce Corporation,
with your acceptance of terms specifically declared by proceeding
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
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.
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.
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.
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)
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
Resale Plan Application
the sole discretion to accept or reject applicants for any
$128 new account setup fee.
Should your application
be accepted, please allow one to ten days for processing
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:
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
Resale Plan Account
You may close your
account at any time by writing notification to ProForce Corporation.
Upon closure of an account, any pending transactions will
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
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
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:
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.
Reports of unauthorized
or unusual credit card use associated with the Resale Partner
including, but not limited to, notice by the card issuing
Reports of unauthorized
or unusual bank account use associated with the Resale Partners
improper merchandising, non-delivery of product, merchandise
not as described, or problems with low merchandising standards.
charge reversal process through the buyer's issuing credit
card without first pursuing the Buyer Complaint process
Receipt of potentially
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.
e-mail or posting referral links on Web-site where they
are not permitted.
software security or other facets of the Resale Partner
The account has
been used in or to facilitate fraudulent activity.
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
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.
will use reasonable efforts to investigate accounts that are
subject to a restriction and to reach a final decision on
the restriction promptly.
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
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
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
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.
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;
by ProForce Corporation to reach you personally by phone,
fax or postal mail.
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
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
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
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
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.
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
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;
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.
Title or the right
to possess Confidential Information at all times remains with
No Obligation to
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
disclose information to third parties about your account or
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
If you give us
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.
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.
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
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
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.
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
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
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.
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
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.
shall not be obligated to refund a Resale Partner for any
order transaction for which ProForce Corporation has rightfully
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
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
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.
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.
Fees and Options
Option #1. FED/EX
Option #2. US Postal
3-day Express Saver
Outside USA including
Canada $59 Resale Partner Service Fee)
US Postal. ($9.30
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.
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.
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
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.
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.
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"
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
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 La Montana Drive Ste #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.
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 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
current Resale Partner Service Fees are:
responsible for paying 65% wholesale sale and processing
fees by credit card using the Merchant Online Net-Order
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.
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.
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
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.
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
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,
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.
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.
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.
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.
The terms below specifically
apply to Resale Partner Internet Commerce sites, which enables
Resale's to display information and services.
Accuracy of Web-site
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.
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.
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,
Storefronts and marketing
materials must clearly disclose Resale Partners refund policies.
Terms of sale policy
shall be the Resale Partners decision and responsibility.
is not responsible for altered Resale Partner terms, policies,
errors, or misrepresentations.
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
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"
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
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
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
Trademarks, Brand Names and Logos
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!
or save documents in Word Format
completed documents to: ProForce Software Corporation
ATTN: Resale Plan Division
16734 La Montana Drive Ste #103 Fountain Hills Arizona 85268
to step two and;
account setup fee of $128
clicking "Proceed to step-two" you hereby agree to the terms
any documents incorporated by reference.
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.