Terms and Conditions
As defined below, you are agreeing on behalf of the company that company will be bound by and is becoming a party to this software and services license agreement (“agreement”) and that you have the authority to bind company. If company does not agree to all of the terms of this agreement, do not use the software or services. Company has not become a licensee of, and is not authorized to use the services unless and until it has agreed to be bound by these terms. The “effective date” for this agreement shall be the first login date by any user of this software.
“Confidential Information” shall mean this Agreement, all Services, data, drawings, benchmark tests, specifications, trade secrets, object code and source code of the Software, and any other proprietary information supplied to Licensee by Resell Solutions, including all items defined as “confidential information” by Resell Solutions.
“Licensed Period” shall mean the period of time beginning on the date Resell Solutions provides access to the Software and Services to Licensee ending upon termination of this agreement.
“Services” means the provision of access to the Software.
“Software” shall mean the software in object code form distributed by Resell Solutions.
“Security Measures” Licensee may access the Software and Services as Resell Solutions instructs through a combination of user names and passwords.
“Password Protection” Licensee shall be entirely responsible for maintaining the confidentiality of the password(s) assigned to Licensee. Licensee shall immediately notify Resell Solutions if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Licensee shall be solely responsible for any and all activities made under Licensee’s account. Licensee shall defend, indemnify and hold Resell Solutions harmless from and against all damages, penalties, costs and expenses (including reasonable attorney’s fees) incurred by Resell Solutions in connection with any suit, claim or proceeding arising or resulting from Licensee’s failure to comply with the terms of this Section
Licensee represents and warrants that: (i) it shall not use the Software and Services or Resell Solutions’ hosting equipment to which it shall have access (pursuant to this Agreement) to gain or attempt to gain unauthorized access to other computer systems accessible via the Internet, any Services for which Licensee has not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by Resell Solutions; and (ii) it shall provide: (a) all equipment, including a computer and modem necessary to establish a connection to the Internet and access the Services; and (b) provide for Licensee’s own access to the Internet and pay any telephone fees associated with such access. In the event of any breach of any of the foregoing obligations, in addition to any other remedies available at law or in equity, Resell Solutions will have the right, in its sole reasonable discretion, to immediately terminate this Agreement. Licensee also agrees to use Resell Solutions’ services and software in a manner that is legal, ethical and appropriate and conforms with industry standards. Licensee agrees to the following usage stipulations: (a) No “Unsolicited Commercial E-mail” (spam) (b) all lists used in email campaigns shall have proof that recipient requested the information specifically from the Licensee (c) all email campaigns shall have an opt-out link that is compliant with CAN-SPAM legislation (d) any complaint rate in excess of industry standards (.1%) will result in immediate account suspension as well as a $250 investigation fee being charged.
“Warranty Declaration and Limitation of Liability”
Resell Solutions licenses the services, to licensee on an “as is” basis. Resell Solutions makes no warranty of any kind, whether express, implied or statutory, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Resell Solutions does not warrant that the services will operate in combinations other than as specified in any accompanying documentation or that the operation of the services will be uninterrupted or error-free.
In no event will Resell Solutions’ liability for actual direct damages arising out of this agreement or the use or performance of the services exceed $500. In no event will Resell Solutions be liable to licensee or any other individual or entity connected with licensee for any lost profits, sales, business, data, costs of procurement of substitute goods or services or any indirect, special, incidental, or consequential damages resulting from the use of the services and documentation or otherwise arising from this agreement, and notwithstanding any failure of essential purpose of any limited remedy.
Licensee shall not disclose or use any Confidential Information except as expressly permitted under this Agreement. Licensee shall hold all Confidential Information in confidence during the term of this Agreement and for a period of three (3) years after the termination of this Agreement. Licensee shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents to third parties who are not subject in writing to the confidentiality obligations of this Section.
This Agreement shall commence on the Effective Date and continue until the end of the License Period unless terminated earlier by mutual agreement of the parties.
“Effect of Termination or Expiration”
Upon the expiration or termination of this Agreement for any reason: (1) all licenses granted hereunder automatically revert to Resell Solutions and Licensee will no longer have access to the Services; and (2) Licensee shall (a) return to Resell Solutions all Confidential Information, and all other material received from Resell Solutions in Licensee’s possession or control, or, at Resell Solutions’ sole discretion, Resell Solutions may request that Licensee destroy all such materials in Licensee’s possession or control, (b) erase any and all of the foregoing from all computer memories and storage devices within Licensee’s possession or control, and (c) provide Resell Solutions with a written statement by an officer of Licensee certifying that Licensee has complied with the foregoing obligations. If Resell Solutions does not receive such notice within five (5) business days after the expiration of this Agreement, Resell Solutions shall issue to Licensee an invoice for its customary list-price license fee for the Services and Licensee shall be obligated to pay such invoice.
This Agreement and any dispute arising from or relating to the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without reference to conflicts of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Hillsborough County, Florida. Resell Solutions and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, these courts for any legal action or proceeding.
Resell Solutions grants to Licensee a temporary, non-transferable, limited and non-exclusive right to access and use the Services during the License Period solely for the Licensee’s use. Licensee shall reproduce all titles, trademarks, and copyright and restricted rights notices in any back-up copies.
Customer Information Policy
All Resell Solutions, Inc. customer account information is held confidential. We do not sell our customer list or customer information. Customer information such as name, email address, mailing address, phone number, fax number and billing information is collected for the sole purpose of providing services to our customers and notifying them of improvements to our products and services. From time to time, we will send special offers and promotional notices via mail, email, fax, and/or voice broadcast to our customers and to prospects who have expressed interest and have requested such information. At any time, customers may opt-out of such offers and notifications by following the opt-out link on the specific communication or by contacting Resell Solutions, Inc. directly.
Customer Lead Information
All leads generated by our customers and data stored for our customers are held and protected in strict confidence. Resell Solutions, Inc.does not contact customer leads, nor do we sell or share customers’ lead information with any other party.
Customer Refund Policy
Resell Solutions, Inc. is dedicated to excellent customer service. However, if there is an issue that cannot be resolved within a reasonable period of time, customer’s maximum refund is limited to the amount of time prepaid, but not yet received. A maximum of one month’s usage will be the customer’s maximum refund. A thirty day waiting period is mandatory to insure any delayed charges from auxiliary services has been received and will be deducted from any refund due.
Resell Solutions, Inc. billing is based on a prepaid policy. All services used by customers must be prepaid. The use of Resell Solutions’ services constitutes acceptance of this policy. Customers are required to keep a valid debit or credit card on file at all times. Company checks are accepted only with prior permission. Charges are based on the availability of the software and/or services – not the use of them. Billing cycles are based on 30 days use. In the event of a cancellation, there are no pro-rated reimbursements. At the time of cancellation, all invoices are due immediately. Any returned checks or unaccepted payments by debit or credit card will result in a $35.00 additional fee. In the event of a disputed credit card charge, an additional $50.00 charge will be added to the balance due. Any accounts left unpaifd for more than 10 days will result in a suspension of the account. After 30 days, the account will be turned off unless other arrangements are made. Once an account has been suspended and subsequently turned off, the customer must pay a $50.00 reactivation fee as well as any unpaid balances prior to the account being reactivated.
Account cancellations and terminations must be made in writing and Resell Solutions must be given 30 days advance notice. It is the customer’s responsibility to inform Resell Solutions of termination/cancellation of the service.