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| Reseller Agreement |
This Reseller Agreement (this "Agreement") is made and entered into by YOU ("Partner") and between USA Sat, Inc., a limited liability company., located at 7512 Dr. Phillips Blvd #50 PMB -128 Orlando, FL. 32819 ("USA Sat, Inc.") collectively, the "Parties".
WHEREAS, USA Sat, Inc. is in the business of selling software license and providing internet and programming services;
WHEREAS, Partner is online business and desires to sell software license of USA Sat, Inc.;
WHEREAS, the Parties wish to offer links on Partner's website or primary landing page to offer USA Sat, Inc. software license, whereby Partner will sell or provide links to the Shopping Cart System website or reseller order page and USA Sat, Inc. will pay to Partner a commission (as set forth below) for its sales of software license;
NOW THEREFORE, in consideration of the mutual promises, benefits and covenants set forth herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, hereby agree as follows:
1. COMMISSION PAYMENTS
Commencing on the Effective Date and during the Term hereof, USA Sat, Inc. shall pay Partner a twenty percent (20%) commission for all successful sales of software license.
1.1 The commissions payable to Partner shall be based on Shopping Cart System commission schedule at the time of the order and shall only accrue for orders that are completed and for which USA Sat, Inc. receives payment in full. USA Sat, Inc. may change its pricing policy at any time without prior notice.
1.2 All fees payable to Partner shall be paid by PayPal. All payments to Partner shall be made in U.S. dollars and USA Sat, Inc. does not take any responsibility for currency fluctuations as well as any processing fees.
1.3 USA Sat, Inc. will tender any payments owed to Partner pursuant to this Agreement not later than twenty-five (25) days after the end of each month for applicable commissions received by USA Sat, Inc. during that month. Notwithstanding, each such monthly payment will not be due until Partner accumulates at least $15 in unpaid commissions.
1.4 For any sale that generated a commission is canceled/returned or proven to be a fraudulent transaction by the Partner or customer, or payment is deducted back from the USA Sat, Inc. Account for any reason, USA Sat, Inc. will deduct the corresponding commission from the next monthly payment Partner has earned. If for any reason Partner contract is terminated prior to deducting the payment due on Partner account, Partner will be liable for paying the amount of commission for that sale Partner originally earned. Commissions are not earned or paid until all sales transactions are completed and the minimum payout amount has been generated. USA Sat, Inc. does not pay interest for accrued but undelivered commission payments
2. TRACKING & REPORTING SALES
USA Sat, Inc. will track critical information regarding sales; clicks that result in sales directly from Partner's links. Partner will be provided real-time online access to Partner account statistics and commission earnings.
3. MARKETING & PUBLICITY
During the Term of this Agreement, Partner will use commercially reasonable efforts to market Shopping Cart System Services to its customers and prospective customers. Within 2 weeks after the linkage in section 3(a) is complete, and thereafter on a quarterly basis, Partner shall send marketing e-mails to its customers announcing the availability of software license and the Shopping Cart System Services. Upon USA Sat, Inc.'s request, any reference, or link to Shopping Cart System Services shall have a Shopping Cart System logo associated with the reference. USA Sat, Inc. shall have the right to approve, in advance and before first use, any marketing mentioning Shopping Cart System or using Shopping Cart System Marks, such approval not to be unreasonably withheld or delayed.
The Parties may prepare a mutually approved joint press release concerning the terms of this Agreement. Neither Party shall issue any press release or similar publicity statement regarding this Agreement or disclose the terms of this Agreement (except to potential financiers, counsel, and investment bankers) without the prior approval of both Parties (not to be unreasonably withheld) or as required by law.
4. USER RELATIONS
USA Sat, Inc. shall be responsible for providing all customer support regarding its services, and Partner agrees to redirect to Shopping Cart System. any associated customer support inquiries.
5. USE OF INTELLECTUAL PROPERTY
The Parties hereby grant each other a royalty-free, non-exclusive, non-transferable, non-sub licensable and revocable license to use each others trademarks and service marks ("Marks") on their website solely in connection with the marketing and promotion of the services agreed in this Agreement.
Each Party shall have the right to approve in advance the use and design of the each other's Mark(s), such approval not to be unreasonably withheld.
Each Party may supply the other Party with new or substitute Mark(s). Except as set forth herein, each Party has no right, title or interest in or to the other Party's Mark(s) and all use of the Mark(s) shall inure to the benefit of their respective owner. Each Party may terminate the foregoing trademark license and this Agreement immediately, if in its reasonable discretion, the use of the marks by the other Party tarnishes, blurs or dilutes the quality associated with such marks or the associated goodwill; alternatively, instead of terminating the license in total, such Party may designate specific uses of the marks that are no longer permitted by virtue of the trademark license set forth herein. Each Party may terminate the foregoing Mark(s) permission to use without cause. Each Party agrees not to apply for registration of any trademarks, service marks, copyrights, patents or domains that are similar to those owned by the other Party anywhere in the world.
Except for the limited rights granted herein by the Parties, nothing in this Agreement shall serve to transfer to each other any intellectual property rights owned or claimed by the other Party, including but not restricted to trademarks, service marks, copyrights, patents and domain names.
6. TERM
The initial term ("Term") of this agreement shall be for a period of three (3) months from the Effective Date and will automatically renew for additional one (1) year terms thereafter unless either Party provides the other Party written notice at least thirty (30) days prior to the end of the term that such Party does not want to renew this Agreement.
7. TERMINATION
Either Party may terminate this Agreement, with or without cause, thirty (30) after providing written notice of termination via mail or mail. Either party will have the right to terminate this Agreement immediately if: (i) the other Party breaches any term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of the same; (ii) the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (iii) or if a competitor (defined as any company providing similar services as Shopping Cart System) of USA Sat, Inc. acquires or takes an equity stake in Partner.
8. EFFECT OF TERMINATION
Upon the effective date of expiration or termination of this Agreement, within thirty (30) days after such expiration or termination, Partner shall remove all Shopping Cart System Links from its site(s) (which includes the Partner Site) and the Parties shall return to each other or destroy all Confidential Information received from the other Party in their possession or control and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirements.
9. SERVICE ACCESS
The Parties agree that, at any time deemed necessary, either Party may temporarily suspend access to their services to conduct maintenance, repairs and upgrades.
10. RESTRICTIONS
The Parties, their affiliates and their employees shall not (a) draft any client engagement agreements or partnership agreements for the other Party; (b) sign any documents on behalf of the other Party; (c) resolve or attempt to resolve any problems, discrepancies, or disputes involving customer accounts or related transactions (other than directing customers to a our number of the other Party to address such inquiries); (d) represent itself as an agent of the other Party or that it has the authority to bind the other Party; or (e) disparage the other Party, its products, or services.
11. WARRANTIES
USA SAT, INC. DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES REGARDING ITS SOFTWARE LICENSE, SERVICES OR ANY MATERIALS PROVIDED BY USA SAT, INC. PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE OR ANY WARRANTIES AND REPRESENTATIONS OF ACTUAL OWNERSHIP AND/OR ACTUAL TRANSFERABILITY OF SOFTWARE LICENSE.
12. LIMITATION OF LIABILITY
USA Sat, Inc. shall not be liable to Partner or any third party for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages arising from or related to this Agreement or the USA Sat, Inc. Services, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
13. INDEMNIFICATION
Each Party (the "Indemnifying Party") shall, at their own expense, indemnify, defend and hold each other, including its stockholders, directors, officers, employees, agents and other representatives (collectively "Party Representatives") harmless from and against any claim, suit, damages, or other liabilities or proceedings (each a "Claim") brought or threatened against the other Party and any of its Party Representatives, to the fullest extent permitted by law, arising out of or in connection with: (a) any breach by the Indemnifying Party of any term or condition of this Agreement; (b) the Indemnifying Party's products or services; (c) an assertion that the information, content or other materials or services provided or made available by the Indemnifying Party (other than information, content or other materials or services provided by the Party seeking indemnification), or the use thereof, infringe any copyright or trademark rights or other intellectual property rights of any third party, or are a misappropriation of any third party's trade secret, or contain any libelous, defamatory, disparaging, pornographic or obscene materials; (d) any content of the Indemnifying Party's website(s) or statements made by such Party (other than information, content or other materials or services provided by the Party seeking indemnification).
14. NO OBLIGATION TO PROVIDE SERVICES
USA Sat, Inc. reserves the right to determine whether, and under what terms, it will provide Shopping Cart System services to any potential customer. Partner is not a third party beneficiary to any agreements between a customer and USA Sat, Inc., if any.
15. RELATIONSHIP BETWEEN PARTIES
The Parties acknowledge and agree that the relationship between themselves is that of independent contractors, and nothing in this Agreement shall be construed as making either Party or any of its employees an employee, partner or representative of the other Party except as may be expressly provided in this Agreement.
16. JURISDICTION AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America. The Federal and State courts of Florida shall have exclusive jurisdiction over any and all claims related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
17. FORCE MAJEURE
Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, power outages, labor shortage or dispute, governmental act or failure of the Internet, government foreign policy changes, or foreign domain administrator policy changes.
18. WAIVER
The waiver of any breach or default of this Agreement shall not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.
19. ASSIGNMENT
Partner shall assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, except that this Agreement may be assigned in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets (except if Partner is acquired by a competitor of USA Sat, Inc., as defined in section 7), provided that it notifies such other Party at least fourteen (14) days prior to the effective date of such event. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.
20. NOTICES
Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, confirmed e-mail, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party indicated below, or at such other address as may hereafter be furnished in writing by either Party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent by facsimile or overnight courier, whichever is earlier.
USA Sat, Inc.
7512 Dr. Phillips Blvd #50 PMB -128
Orlando, FL. 32819
Tel: (407) 648-5549
Email: info@scsystem.com
21. ENTIRE AGREEMENT; COUNTERPARTS
This Agreement, including all schedules and documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may only be modified or amended by written agreement signed by both Parties. In addition to any other lawful means of execution or delivery, this Agreement may be executed by facsimile signatures and may be delivered by the exchange of counterparts of signature pages by means of facsimile.
The Parties acknowledge that they have read and agrees to be legally bound by all terms and conditions listed in this Agreement.
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