NON-EXCLUSIVE AFFILIATES RESELLER AGREEMENT
As an Applicant, you agree the signature on the application represents one with authority to enter in such agreement. Moreover, the signature is submitted on behalf of the company, firm, or contractor. This Non-Exclusive Affiliate Reseller Agreement is effective upon approval date.
A. Thymbol offers Software as a Service and desires to advertise, promote, market and distribute the company’s mobile marketing services and products.
B. Reseller are offered the right to act as an independent Reseller of the Products, with the non-exclusive right to market, promote and resell the Products.
Thymbol and Reseller agree as follows:
1. APPOINTMENT AS A RESELLER.
On the terms and subject to the conditions set forth herein, Thymbol Inc. appoints Reseller as an independent, non-exclusive authorized Reseller of the Products in the geographic area identified in the country entered into the online application hereto (“Market”), and Reseller hereby accepts such appointment. Reseller may advertise, promote and resell the Products solely to third party End Users within the Market. For purposes of this Agreement, the term “End User” means a person or entity that desires to use or acquire the Products for its own use, rather than for resale or distribution. Thymbol serves the right to advertise, promote, market and distribute the Products, and to appoint third parties to advertise, promote, market and distribute the Products worldwide. Further, Thymbol reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of the Products and Services it offers Any modifications will be communicated by written notice, 45 days before any changes are enacted.
Reseller’s price rate will be communicated via email upon approval
3. MARKETING AND PROMOTION OF PRODUCTS
3.1 Promotion. Resellers will be authorized to market and promote Products to End Users in the Market, by: (a) trade shows (b) listing the Products in Reseller’s product lists and Reseller’s other marketing materials, (c trade journals, magazines, and other appropriate publications, and (d) public relations materials.
3.2 Marketing Practices. Reseller will at all times perform in an ethical and professional manner and in accordance with this Agreement and any guidelines issued by THYMBOL. Reseller will: (a) conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of THYMBOL; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to THYMBOL, the Products or the public, including but not limited to disparagement of Thymbol or the Products; (c) make no false or misleading representation with respect to Thymbol or the Products; and (d) abide by THYMBOL ‘s end user license agreement.
3.3 Promotional Materials. THYMBOL will provide all approved marketing materials.
3.4 Privacy/Data Collection. Upon approval, The Reseller will be allowed access in the web-based dashboard at www.dashboard.thymbol.com. Reseller will at all times during the term of this Agreement maintain appropriate technical and organizational measures to protect any End User data that it collects, accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alteration.
4.1 As between THYMBOL and Reseller, all right. title and interest in and to the Products and associated THYMBOL promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain the property of THYMBOL
5. CONFIDENTIAL INFORMATION
5.1 All information received from either Party shall remain confidential unless written permission is received from either Party.
5.2 Reseller’s Obligations. Reseller will make no use of Confidential Information for any purpose except as expressly authorized by this Agreement. Except as expressly provided in this Agreement, Reseller will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance.
6. DISCLAIMER OF WARRANTIES
6.1 NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PRODUCTS OR THE MEDIA ON WHICH PRODUCTS ARE SUPPLIED. RESELLER WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF THYMBOL.
7. LIMITATION OF LIABILITY.
IN NO EVENT WILL THYMBOL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), RESELLERS WILL BE SOLEY RESPONSIBLE FOR ANY CLAIMS, WARRANTIES, OR REPRESENTATION BY RESELLER OR RESELLER’S REPRESENTATIVES.
THYMBOL owns all intellectual and trademarks property rights. THYMBOL will not be liable under this Section if the infringement arises out of Reseller’s activities after THYMBOL has notified Reseller that THYMBOL believes in good faith that Reseller’s activities will result in such infringement.
9. CUSTOMER SUPPORT.
THYMBOL shall offer Reseller technical training for the Products/Services upon reasonable request. Training may be offered via in person presentation or web-based conference meeting.
10. RELATIONSHIP OF PARTIES.
This Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever. Reseller acknowledges and agrees that its relationship with THYMBOL is that of an independent contractor
11. TERMS AND TERMINATION
12.1 Terms. This Agreement shall be effective for a term of one year from the Effective Date. It shall be automatically extended for further one-year terms unless either party gives written notice to the other at least 60 days before the expiration of the initial or any renewal term of the party’s intent not to renew.
12.2 Termination Either party may terminate this Agreement for any material breach of the Agreement that is not cured to the non-breaching party’s satisfaction within 10 days of written notice that specifies the breach. Neither party will be liable for any damages arising out of the termination of this Agreement in
12.3 Survival. Expiration or termination of this Agreement will not relieve either party from receiving any final payment(s).
13. GOVERNING LAWS
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona, U.S.A. With execution and delivery of this agreement, both parties agree that any legal action or proceeding with respect to this Agreement may be initiated only in the federal or state courts located in the State of Arizona, Maricopa County.
14. ENTIRE AGREEMENT & WAIVER.
This Agreement constitutes the entire agreement unless an ADDENDUM is assigned separately. This Agreement may not be modified or amended, but may be waived with a mutual agreement signed by both Parties.Affiliates Terms and Conditions