Reseller Terms of Service
EBIZID RESELLER TERMS AND CONDITIONS
1. ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT
EBIZID which sells a range of internet and internet security products and services. EBIZID intends to supply Products and Services to Company’s through the Enterprise Public Key Infrastructure Manager (RESELLER Manager). It is the purpose of this RESELLER Manager Agreement to define the terms of this arrangement.
You and or your Company (collectively, the "Company") wishes to use the RESELLER Manager for the issuance of Products & Services named in this Agreement for use by the Company. Said Products and Services are those set-out and described on the Enterprise PKI products and services web pages on the EBIZID web site (www.ebizid.com).
The Products and Service being provided to you under the terms and conditions of this Agreement and any operating rules, policies, and procedures as published from time to time on the EBIZID web-site by EBIZID and as such may be changed in the future as contemplated in Clause 3 below (collectively, the "Rules"). Such provisions are deemed to be incorporated by reference.
By registering to use the EBIZID RESELLER Manager, you are indicating your agreement to be bound by all of the terms and conditions of the Rules. If you do not accept all of these Rules, do not register to use the EBIZID RESELLER Manager.
A. In order to use the EBIZID RESELLER Manager, you must:
(a) Provide certain current, complete, and accurate information about the Company (including, without limitation, bank account information) on the Registration Form; and
(b) Maintain and update such registration information and provide EBIZID with any other information requested after registration ("Registration Data") so that such information remains current, complete and accurate. EBIZID shall notify you if you have been accepted and registered for use of the EBIZID RESELLER Manager. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, EBIZID retains the right to terminate this Agreement. At its sole discretion EBIZID may refuse to allow anyone to use the EBIZID RESELLER Manager without the need to give any reason and may change its criteria at any time.
3. AMENDMENTS TO RULES
A. Same as in 3.B below, EBIZID may change the Rules from time to time. Upon any such change, EBIZID will post the amended Rules on the EBIZID web site and notify you that the Rules have been changed. The amended Rules shall automatically become effective immediately after they are initially posted on the EBIZID web site and any use of the Product or Service after such date shall be subject to the amended Rules. By continuing to use the EBIZID RESELLER Manager after the posting of the amended Rules on the EBIZID web site constitutes your acknowledgement of the Rules and its modifications and agreement to abide by and be bound by the Rules, as amended.
B. For the avoidance of doubt, the parts of this agreement relating to the term of this agreement and the dates and periods for which you are to use the EBIZID RESELLER Manager may not be altered without the prior written agreement of both parties.
4. MODIFICATIONS TO PRODUCTS AND SERVICE
A. EBIZID reserves the right, without liability, to modify or discontinue any part of the Products and Services, temporarily or permanently. EBIZID shall give you the maximum amount of notice of such modification or discontinuance as is practical in the circumstances. Such notice will be made by EBIZID posting the changes on the EBIZID web site.
B. EBIZID reserves the right to alter pricing of the Products and Services, temporarily or permanently. EBIZID shall give you the maximum amount of notice of such modification as is practical in the circumstances. Such notice will be made by EBIZID posting the changes on the EBIZID web site.
5. RESELLER MANAGER ACCOUNT
A. You will be given a unique RESELLER Manager Account from EBIZID. You will use the Account to purchase Products and Services for use by the Company.
B. You acknowledge that EBIZID owns and shall retain all rights, title and interest in the EBIZID Marks. The goodwill associated with the use of the same shall inure solely to the benefit of EBIZID.
7. PAYMENT & TIER PRICING
A. The reseller will purchase any number of Products and Services at a price defined on the EBIZID web site Reseller Manager section. Payment is made from a deposit system where the reseller makes a deposit into their account to be used to make purchases through their EBIZID reseller managed PKI system, Products will not be issued until full payment for the purchase has been completed, reseller must have a positive balance in their account to make any purchases through the system.
B. Any monies deposited into account for purpose of purchasing EBIZID products and services through the EBIZID reseller program will not be refunded at anytime for any reason, If you intend to cancel this agreement you must first deplete remaining funds within your account.
D. Any accounts which are left dormant for a period of more than 1 year with no activity will be cancelled and considered forfeited (Any unused deposited amounts will not be refunded).
E. Reseller pricing is based upon the initial deposit, reseller pricing is then discounted based upon the resellers tier, a percentage off retail pricing published on the EBIZID web site is then recorded while placing the order through the EBIZID shopping cart. Resellers may move up the tier pricing matrix by placing the required tier pricing deposit or down the tier pricing matrix by entering a support ticket through the reseller management portal and requesting the account change. Tier pricing an occur once every 30 days or once the account balance has reached the tier threshold.
8. Account Balances
Reseller agrees to top up reseller account balance at least once every 30 day period with an amount equal to or greater than the amount currently specified in their reseller tier pricing contract or when one of the following occurs.
Account reaches or drops below the minimum balance for longer than 30 days
Account reaches a 0 (zero) balance
Account reaches a negative balance
Anytime account threshold reached
Tier Minimum thresholds
equal to or greater
equal to or greater
equal to or greater
A. EBIZID hereby grants you a non-exclusive, non-transferable, non-sub licensable, royalty-free worldwide license for the term of these Rules to use EBIZID's trade marks, service marks, logos, search boxes, domain names, url's, search results, graphics, buttons, banners, or business names currently used or which may be developed (the "EBIZID Marketing Marks") on your web site and within company brochures/media pack, at trade shows and in corporate literature for the purpose of promoting this agreement. You acknowledge that EBIZID owns and shall retain all right, title and interest in the EBIZID Marketing Marks. The goodwill associated with the use of the same shall inure solely to the benefit of EBIZID. If the Company wishes to use the EBIZID Marketing Marks in other forms of marketing materials, prior consent from EBIZID must be sought.
10. PROPRIETARY RIGHTS
A. You agree and acknowledge that all rights, title and interest whatsoever in the EBIZID Marks and EBIZID Marketing Marks (collectively, the "EBIZID Company Marks") are owned exclusively by EBIZID and/or its licensors, and that no right is granted to you other than the license granted in this Clause 6.
B. All goodwill or reputation in the EBIZID Company Marks that arises as a result of you using the EBIZID RESELLER Manager shall automatically vest in EBIZID. During the term of these Rules, you shall not, in any jurisdiction, adopt, use, or register, or apply for registration of, any EBIZID Mark, or any word or symbol, or any combination confusingly similar to any of the EBIZID Company Marks.
11. RULES OF CONDUCT
A. The Company is Solely Responsible for Conduct. You agree that you are solely responsible for the development, maintenance, operation and content of your Site.
B. No Illegal or Deceptive Acts. You agree:
1. to abide by all applicable laws and regulations in your use of the Service including, without limitation, the Data Protection Acts 1984 and 1998;
2. Not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Not to use the Service for illegal or immoral purposes;
4. To comply with all regulations, policies and procedures of networks connected to the Service; and
5. Not to use the EBIZID Company Marks in any way that implies endorsement by EBIZID of products or services other than those provided by EBIZID or the advertisers listed in the Search Results.
C. Unsuitable Material. You agree:
1. not to post, promote or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature;
2. Not to transmit or post any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws or regulations;
3. not to interfere with any advertiser's or consumer's use and enjoyment of the EBIZID site, or engage in surveys, contests, chain letters or post or transmit "junk mail", "spam", "chain letters", or unsolicited mass distribution of email;
4. that EBIZID neither endorses the content of any advertiser or advertisers communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of the EBIZID web-site; and
5. Not to use the Service in such a way that may diminish or damage EBIZID's goodwill (including the goodwill in any EBIZID Company Marks), including without limitation, the placement of any of the EBIZID Company Marks on a Site that is associated with (without limitation) pornography, crime, defamation or copyright infringement.
D. System Integrity. You agree:
1. not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
2. Not to interfere or disrupt networks connected to the Service;
3. Not to use any device, software or routine or attempt to interfere with the proper functioning of the EBIZID site or any transactions being offered at the EBIZID web-site;
4. Not to modify the EBIZID Company Marks; and
5. Not to take any action that imposes an unreasonable or disproportionately large load on EBIZID's infrastructure.
E. Copyright Infringement. In the event that you post or make accessible communications or other materials that infringe the copyright of a third party, EBIZID may terminate your access to the Service.
A. You represent and warrant that you’re Site:
(I) does not violate any law or regulation;
(II) Does not infringe in any manner any copyright, patent, trade mark, trade secret or other intellectual property right of any third party;
(III) does not breach any duty toward or rights of any person or entity or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
(IV) is not false or misleading; and/or
(V) is neither defamatory, libelous, slanderous nor threatening.
B. You represent and warrant that you have sufficient authority to enter into these Rules. You represent and warrant that you’re Site and use of the Service meets the standards of Clause 9 above.
C. While EBIZID strives to ensure the highest quality of service to the users of the RESELLER Manager, EBIZID cannot guarantee that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error free.
13. LIMITATION OF LIABILITY
A. EBIZID shall not be liable for any damages for loss of profits, use, data or other intangible property or any indirect, incidental or consequential damages whatsoever, resulting from the use or the inability to use the Products and Services or resulting from unauthorized access to, deletion or alteration of your transmissions or data or failure to store your transmissions or data, even if EBIZID has been advised of the possibility of such damages.
B. EBIZID shall not be liable to you for any failure by you to install and implement any part of the Service on your Site or any failure by you to maintain your Site.
C. EBIZID shall not be liable for any delay or failure to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond EBIZID's reasonable control.
D. EBIZID's liability to you in any circumstances is limited to the fees or commissions paid to you by EBIZID in respect of the Products and Services in the calendar year before the cause of action to which the dispute pertains arises.
E. Nothing in these Rules shall limit EBIZID's liability for death or personal injury caused by its own negligence or for its fraudulent misstatement.
A. You agree to indemnify, defend and hold harmless EBIZID, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of these Rules by you.
B. EBIZID agrees to indemnify, defend and hold harmless the Company, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of these Rules by EBIZID.
A. You agree that any information relating to or disclosed by EBIZID to you for the duration of the term and for a period of five (5) years thereafter, including but not limited to, the material terms of these Rules, information about the EBIZID Products and Services and technical formulas and processes, product designs, audit results, sales, cost and other unpublished financial information, product and business plans, projections, and marketing and promotional data, shall be treated as confidential or proprietary by EBIZID ("Confidential Material"). You agree (I) not to disclose any Confidential Material to any third parties; (II) not to use any Confidential Material for any purposes except to carry out your rights and responsibilities under these Rules; (III) to administer and protect Confidential Material with the same degree of care used to administer and protect your own confidential material.
15. TERMINATION & EFFECT
A. Term. Subject to the provisions of these Rules, the initial term of these Rules is 24 (twenty-four) months, and these Rules shall continue thereafter unless terminated by either party serving 90 (ninety) days' notice on the other party on or after the initial term.
B. Termination by Either party. Either party, at its sole discretion, may terminate this agreement:
1. immediately if the other party has breached these Rules and such breach is not capable of remedy or, if capable of remedy, within 5 days of providing notice of such breach, said breach remains unresolved; or
2. Immediately if the other party become insolvent for the purposes of the Insolvency Act 1986.
C. Termination by Company. Company may terminate this Agreement:
D. Termination by Both Parties. This agreement may be terminated with immediate effect if agreed, in writing, by both parties.
E. Upon Termination. Upon termination of the Service, your right to use the Service immediately ceases and you acknowledge and agree to cease use of the EBIZID Marks and that EBIZID may bar any further access to the Service. EBIZID shall not be liable to you or any third party for termination of your Membership in accordance with these Rules.
A. All notices to a party shall be in writing and shall be made via email to Reseller email@example.com for notices to EBIZID, or to the email address that you provide to EBIZID as part of the Registration Data for notices to you, or such other address as either party may specify in accordance with this Clause. Notice shall be deemed given 48 (forty-eight) hours after the email is sent, unless the sending party is notified that the email has not been received.
A. In the event that any provision of these Rules shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such provisions shall be severed and the remainder of these Rules shall continue in full force and effect. EBIZID's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Rules shall be governed by and construed in accordance with the laws of the United States of America and shall be subject to the exclusive jurisdiction of the United States courts. These Rules and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings, arrangements and agreements, whether written or oral, as to such subject matter (except for fraudulent misrepresentations). EBIZID reserves the right to assign or sub-contract any or all of its rights and obligations under these Rules. You shall not, without EBIZID's prior written consent, assign any interest hereunder.
18. RELATIONSHIP OF PARTIES
A. You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties or our respective affiliates. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with EBIZID other than for the purpose of this agreement.
19. RESPONSIBILITY FOR YOUR SITE
A. You will be solely responsible for the development, operation and maintenance of your web site and for all materials that appear on your site (this include the technical operation of your site and all related equipment; creating and hosting you site, establishing links using the special code supplied by us. You will also be responsible for ensuring that your site does not breach or infringe upon the rights of any third party and for ensuring materials posted on your site are not illegal or defamatory. EBIZID disclaims ALL liability for these matters and you agree to indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and content of your site.
These rules were last revised on April 16, 2005