This Certified Reseller Agreement shall be posted through the interface
which you use to configure and/or otherwise order the Reseller Services
(the “Services Interface”). You agree that you will check the terms and
conditions periodically and that, if you no longer agree to the terms
and conditions of this Certified Reseller Agreement, that you will stop
acting as a Certified Reseller and that you will terminate the
Certificate Services as described in this Certified Reseller Agreement.
In addition to the required qualifications set forth in Section 1
above, you must agree to the following agreements before you can become
an iPwebGroup Certified Reseller: The iPwebGroup Reseller Agreement
The iPwebGroup Branding Guidelines
iPwebGroup shall review applications to become a Certified Reseller
and iPwebGroup may refuse to provide any qualified reseller with
Certified Reseller status for any reason. Additionally, iPwebGroup may
discontinue the Certified Reseller program or terminate the Certified
Reseller Agreement for any reason with or without notice.
In the event of termination of this Certified Reseller Agreement for
any reason, all terms of this Certified Reseller Agreement which, by
their nature, extend beyond its termination shall remain in effect until
fulfilled and shall apply to respective successors and assigns. Neither
party shall be liable to the other for damages of any sort resulting
solely from terminating this Certified Reseller Agreement according with
So long as you are a valid Certified Reseller, iPwebGroup hereby
grants you a limited, non-exclusive, revocable, non-transferable,
non-sublicensable right during the term to use, display, transmit,
distribute and reproduce the Certified Reseller Seal, Powered by
iPwebGroup logo, and other iPwebGroup trademark(s) (collectively, the
“Service Marks”), on your websites solely for the purpose of labeling,
and providing information about, the Certified Reseller Program. You
acknowledge that you do not own the Service Marks.
Non-Disclosure. The parties agree and acknowledge that, as a result
of entering into and performing this Agreement and becoming a Certified
Reseller, each party may have access to certain of the other party’s
Confidential Information (as defined below). Each party also understands
and agrees that misuse and/or disclosure of that information could
adversely affect the other party’s business. Accordingly, the parties
agree that, during the Term of this Agreement and for a period of three
(3) years thereafter, each party shall (a) use and reproduce the other
party’s Confidential Information only for the purposes of this Agreement
and only to the extent necessary for such purpose; (b) restrict
disclosure of the other party’s Confidential Information to its or its
parent or subsidiary company(ies) employees, consultants or independent
contractors with a need to know and (c) not disclose the other party’s
Confidential Information to any third party without prior written
approval of the other party. Notwithstanding the foregoing, it shall not
be a breach of this Agreement for either party to disclose Confidential
Information of the third party if required to do so under law or in a
judicial or other governmental investigation or proceeding, provided the
other party has been given prior notice and the disclosing party has
sought all reasonably available safeguards against widespread
dissemination prior to such disclosure.
Confidential Information Defined. As used in this Agreement, the term “Confidential Information” refers to: (i) the terms and conditions of this Agreement; (ii) each party’s trade secrets, current or future business plans, strategies, opportunities, methods and/or practices; and (iii) other information relating to either party that is not generally known to the public, including information about either party’s personnel, customers, designs, protocols, know-how, processes, costs, prices, finances and research and development. In addition, each party agrees that all processes and protocols provided by the other party hereunder are Confidential Information of such other party. It is further understood and agreed that for purposes of this Agreement, “Confidential Information” shall include the web-based templates and API, all modifications, enhancements, upgrades and improvements thereto and all specifications, programs, source code, object code, documentation, diagrams and other materials of any type whatsoever (tangible or intangible and machine readable or human readable) contained or revealed in any of the foregoing.
Notwithstanding the foregoing, the term “Confidential Information” specifically excludes (a) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other party; (b) information that is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (c) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (d) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking the provision, the affected party’s performance (except for any payment obligations) shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence. Except as expressly authorized by this Agreement, neither the Certified Reseller nor iPwebGroup shall make any representations or warranties regarding the Certified Reseller Program. Each party represents and warrants that it has the right to enter into this Agreement, to grant the rights granted hereunder and that its entry into this Agreement does not and will not violate its obligations to any third party. In addition, each party represents and warrants that its signatory to this Agreement is duly authorized to bind it and that, upon execution by both parties, this Agreement shall be valid and binding upon it. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ITS WEB SITE(S), THE RELIABILITY, SECURITY, CONTINUATION OR SUCCESS THEREOF, THE MATERIALS CONTAINED THEREIN, THE SERVERS USED OR THE GOODS OR SERVICES OFFERED BY EITHER PARTY AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OTHER THAN WITH RESPECT TO YOUR INDEMNIFICATION OBLIGATIONS PURSUANT TO THE FOLLOWING SECTION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY’S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY’S SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL iPwebGroup BE LIABLE FOR DAMAGES IN EXCESS OF THE AMOUNT PAID TO SUCH PARTY PURSUANT TO THIS CERTIFIED RESELLER AGRMEEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, HOWEVER, THIS SECTION SHALL NOT LIMIT EITHER PARTY’S LIABILITY FOR (A) WILLFUL AND MALICIOUS MISCONDUCT; (B) INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER.
INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD iPwebGroup, ITS CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES (INCLUDING PARENT AND SUBSIDIARY COMPANIES) HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR ROLE AS A CERTIFIED RESELLER OR ARISING UNDER THIS CERTIFIED RESELLER AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS CERTIFIED RESELLER AGREEMENT. WHEN iPwebGroup MAY BE INVOLVED IN A SUIT WHICH IS RELATED TO THE CERTIFIED RESELLER PROGRAM UNDER THIS CERTIFIED RESELLER AGREEMENT, iPwebGroup MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A BREACH OF THIS CERTIFIED RESELLER AGREEMENT BY YOU. Settlement. Neither party shall, without prior written consent of the other party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against the indemnified party. Each party shall be responsible for and pay its own import duties, levies or imposts, value added, sales taxes, use taxes and any other taxes imposed by any jurisdiction as a result of (a) entry into this Agreement (b) the performance of any of the provisions of this Agreement or (c) the transfer of any property, rights or any other grant hereunder. You may not assign this Agreement, or any of its rights, interests or obligations, hereunder, without the prior written approval of iPwebGroup, which approval may be conditioned or withheld All of the terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. You agree that iPwebGroup shall not be liable for the actions, inactions, negligence, or intentional misconduct. You acknowledge and agree that you and iPwebGroup are not agents for one another. The failure of a party to exercise a right under this Agreement shall in no way constitute a waiver of such right. You acknowledge that email and/or online communication systems (chat, account notices, etc.) will be the primary means of communication between yourself and iPwebGroup. You acknowledge that it is your responsibility to provide current identity and contact information, including email address and physical mailing address, to iPwebGroup and that failure to do so is a material breach of this Certified Reseller Agreement. You agree that your failure to respond to a communication from either iPwebGroup may result in suspension or cancellation of the Certified Reseller status without additional notice. GOVERNING LAW: this Certified Reseller Agreement, your rights and obligations and all actions contemplated by this Certified Reseller Agreement shall be governed by the laws of the United States of America and the State of Washington, as if the Certified Reseller Agreement was a contract wholly entered into and wholly performed within the State of Washington. You agree that any action to enforce this Certified Reseller Agreement or any matter relating to your use of the Services shall be brought exclusively in the United States District Court for the Western District of Washington, or if there is no jurisdiction in such court, then in a state court in King County, Washington state. You consent to the personal and subject matter jurisdiction of any state or Federal court in King County, Washington state in relation to any dispute arising under this Certified Reseller Agreement. You agree that service of process on you by iPwebGroup in relation to any dispute arising under this Certified Reseller Agreement may be served upon you by first class mail to the address listed by you in the contact information you provided to iPwebGroup or by electronically transmitting a true copy of the papers to the email address listed by you in your contact information. The parties hereby incorporate the requirements of 41 CFR 60-1.4(a), 300.5(a) and 741.5, if applicable.