This Agreement shall be governed participation in the Reseller Program By participating in the Program, Reseller agrees to be bounded by the following Terms and Conditions. The term “Reseller” shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration. The Program is offered to Reseller by IBackup 1.Participation This Agreement shall begin on the date of acceptance of this agreement by the reseller, unless earlier terminated according to its terms. The Agreement will be automatically renewed by IBackup on an annual basis, unless the either party submits a notice of non-renewal. In carrying out this agreement, Reseller will conduct itself in an ethical and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will not bring the reputation of IBackup into disrepute. 2.Termination Either party may terminate this Agreement with or without cause. IBackup reserves the right to terminate this Agreement immediately with or without notice if 1) Reseller fails to conform to any restrictions contained on this Agreement; 2) Reseller performs any activities regarded as illegal, 3) there are any material changes in the ownership and management of the Reseller or Reseller’s business. Upon the termination of this Agreement for any reason, Reseller will immediately cease use of, and remove from Reseller site or product, all links to our site, and all IBackup.com trademarks, and logos, and all other materials provided by or on behalf of us to Reseller pursuant here to or in connection with the Program. 3. All prices for services provided by IBackup to Reseller are in US currency. IBackup will not be held responsible for Reseller’s errors, or the prices Reseller are selling it for. IBackup has the right to revise its prices to Reseller with fourteen (14) days' written notice. Such revisions shall apply to orders received by IBackup on or after the effective date of the revision. 4. Description of the program and duties of Reseller Bulk Reseller Plan The Bulk Reseller Plan offers Reseller a workgroup account with assigned amount of storage space and subaccounts. Reseller can establish pricing for these subaccounts independent of IBackup for their clients. Reseller establishes margins and revenue potential. The Bulk Reseller plan offers a web based console for creating and managing additional accounts and asks for greater integration role by the Reseller. The Reseller is responsible for Accounts Payable and level one technical support to the users. IBackup provides second tier customer service/technical support. IBackup will provide Reseller access to IBackup logo, datasheets, marketing literature and other collateral. Reseller is responsible for any guarantees or incentives given explicitly or implicitly by itself to its customers. Reseller agrees to operate a Technical support desk for its customers and to act as the first point of contact for its customers for all technical queries relating to the provision of IBackup services to the customer. IBackup will accept calls for level 2 technical support from Reseller’s customers. IBackup will provide Reseller with guidelines and graphical artwork to use in linking to our customized home page.
Establishment of Your Storage Space IBackup will provide reseller with a storage area, where the amount of storage is determined by reseller’s initial criteria, for which reseller will be charged a monthly fee for the total storage area at a pre-determined dollar amount per Giga-Byte (GB). If reseller exceeds the pre-determined storage area, IBackup reserves the right to charge reseller for each incremental increase (in units of 1 GB each) which will be charged at the initial rate or at a differing rate determined at reseller sign-up. Reseller will be solely responsible for payment of this monthly charge. Reseller will in turn establish sub-accounts within reseller’s storage area and charge reseller’s clients a monthly or yearly rate which the reseller deems fit. Reseller will have the responsibility of collecting all funds and charges settled upon by reseller and reseller’s customers and IBackup will assume no responsibility for collection of these funds and holds reseller, the assigned party, responsible for all monthly usage charges.
Referral Reseller Plan The referral Reseller program offers a program whereby the reseller refers their customers to the IBackup Service. IBackup provides the reseller a specific URL to identify their clients’ referrals. IBackup provides all accounting, customer service and back office operations. Reseller receives 25% of revenue generated by their customers, paid quarterly, for the life of the account.
Links on Reseller Site or product IBackup will provide reseller with guidelines and graphical artwork to use in linking to IBackup’s customized home page. To permit accurate tracking, reporting, and referral fee accrual, IBackup will provide reseller with special "tagged" link formats to be used in all links between IBackup and reseller’s site. Reseller must ensure that each of the links properly utilizes such special link formats. Reseller will earn referral fees only with respect to activity on IBackup’s site occurring directly through Special Links; IBackup will not be liable to reseller with respect to any failure by reseller to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to reseller pursuant to this Agreement. “ Links to IBackup site placed on reseller’s site or product pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." Order Processing IBackup will process IBackup subscription orders placed by customers who follow Special Links from Reseller site or product to our site. Even if the users create only trial subscriptions, IBackup will still track the special links and Reseller will get the referral fees when they actually subscribe later. IBackup reserve the right to reject orders that do not comply with any requirements that IBackup may establish periodically. IBackup will be responsible for all aspects of order processing and fulfillment. Among other things, IBackup will prepare order forms, process payments, cancellations, and returns, and handle customer service. IBackup will track sales made to customers who subscribe by using Special Links from Reseller site or product to our site and will make available to Reseller reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. Referral Fee Schedule Reseller will earn referral fees based on Qualifying Revenues according to referral fee schedule established by IBackup. "Qualifying Revenues" are revenues derived by IBackup from IBackup’s sales of Qualifying Products, excluding credit card processing fees, returns and bad debt. The current referral fee schedule is 25% of Qualifying Revenues resulting from subscription accounts, on a recurring basis. IBackup will pay Reseller referral fees on a quarterly basis. If Reseller fails to bring/introduce any new customers within 90 days of the contract execution date, Reseller’s account will be cancelled. Once Reseller’s referral cancels the service Reseller will no longer be liable to receive commissions for that subscriber from the date of cancellation. Referral Fees For a subscription to be eligible to earn a referral fee, the customer must click-through a Special Link from Reseller’s site or product to our site, and create a trial account and follow through with a subscription upgrade within 15 days or a subscription account to start with within a session. The session ends upon the following: 30 minutes elapses from the customer's initial click-through. Using our referral program is very simple for both you and your customer We provide a URL, specifically for your clients, to help them access the IBackup service. Your client can then opt for a free 15-day trial or directly sign-up for our regular service, against a fee. We identify a customer via the URL. Of the monthly revenue collected from this customer, we set aside 25% of the gross revenue generated and reimburse it to you as commission for the referral, paid quarterly, for the life of the account. Note that the referred accounts have to be credit card based only. No check-based accounts are allowed. This payment is made only from funds actually received. We provide all the accounting, customer service and back-office structure. So just sign-up new customers and collect the revenue.
5. Limitation of Liability IBackup will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if IBackup have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to Reseller under this Agreement. 6. Disclaimers IBackup make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, IBackup make no representation that the operation of our site will be uninterrupted or error-free, and IBackup will not be liable for the consequences of any interruptions or errors. 7. Independent Investigation RESELLER ACKNOWLEDGE THAT RESELLER HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. RESELLER UNDERSTAND THAT IBACKUP MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE IBACKUPB SITES THAT ARE SIMILAR TO OR COMPETE WITH RESELLERR IBACKUPB SITE. RESELLER HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 8. Miscellaneous This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles, California, and Reseller consent irrevocably to the jurisdiction of such courts. Reseller may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Resellerr strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
