 |
|
 |
 |
 |
 |
::
Web Referral Program |
 |
 |
 |
 |
 |
 |
 |
EPROMO, LLC
RESELLER AGREEMENT |
 |
 |
 |
This Reseller Agreement (the "Agreement") is made and entered into upon clicking on the accept button below, at which time the effective date shall commence (the "Effective Date"). This agreement is made by and between EPROMO, LLC, a Utah corporation whose principal place of business is 4778 North 300 West Suite 200 Provo, Utah 84604 ("Epromo, LLC"), and the company listed above in the Reseller Application ("Reseller").
WHEREAS, Epromo, LLC offers to Users Websites and
Management Technologies as described at http://www.epromo.com,
as such descriptions may be changed by Epromo, LLC
from time to time (the "Epromo, LLC services"),
Reseller desires the opportunity to market and refer
customers to the Epromo, LLC Services in the United
States and Canada, and Epromo, LLC is willing to
grant Reseller the right to do the foregoing, all
in accordance with and subject to the terms and
conditions of this agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. Definition
Words and phrases with initial letters capitalized
and not otherwise defined herein shall have the
meanings set forth in Exhibit A attached hereto.
2. Rights Granted
 |
2.1 Reseller Appointment.
Subject to and in accordance with the terms and
conditions of this Agreement, Epromo, LLC hereby
appoints Reseller as a nonexclusive reseller of
the Epromo, LLC Services to Users within the United
States. In connection with such appointment, Epromo,
LLC hereby grants to Reseller a nonexclusive, nontransferable
right to market the Epromo, LLC Services to Users
within the United States, solicit orders from interested
Users for Epromo, LLC Services, and refer such Users
to Epromo, LLC for potential enrollment in one or
more Epromo, LLC Services.
2.2 Limitations.
Section 2.1 sets forth the entirety of the Reseller's
right to market, promote, offer, sell, and distribute
the Epromo, LLC Services. Without limiting the
generality of the forgoing, Reseller will not
directly or indirectly (a) market, promote, offer,
sell, or otherwise distribute any of the Epromo,
LLC Services except as specifically set forth
in this Agreement, or (b) remove, alter, distort,
cover or otherwise notify any legal notices (including,
without limitation, any notice of Proprietary
Rights.) appearing in or on, or that may be included
with, any content, documentation, or other materials
furnished or otherwise made available to Reseller
by Epromo, LLC under this Agreement. Reseller
acknowledges that the rights granted to market,
promote, offer, sell, and otherwise distribute
the Epromo, LLC Services hereunder are subject
to any and all applicable rights of third parties.
Reseller will comply with all third party restrictions
and limitations on use of the Epromo, LLC Services
that are made known to reseller. This Agreement
and delivery of any Epromo, LLC Service, content
or any portion hereunder to Reseller or any third
party pursuant to this agreement will not be construed
or interpreted so as to cause Epromo, LLC to be
in violation of any jurisdiction or third party
agreement, and Epromo, LLC may at any time modify
it's grant of rights to the extent necessary to
ensure compliance.
2.3 No Delegation.
Reseller shall not delegate performance of any
of its obligations under this agreement (other
than to its own employees) without Epromo, LLC's
prior written authorization. Reseller will ensure
that all authorized persons performing such obligations
are properly qualified and experienced to perform
the same.
3. Reseller Obligations
 |
3.1 Activation & Annual Fees. Reseller agrees to pay Epromo, LLC $195 to become a Licensed Web Referral Reseller for Epromo, LLC and to pay for the setup and activation of their Web Referral HTML Code and Tools as outlined in section 4 of this agreement. Reseller also agrees to pay Epromo, LLC a $95 annual fee for the maintenance, support, and ongoing Reseller License capabilities of their Web Referral Reseller Program with Epromo, LLC.
3.2 Stay Informed. Reseller shall stay current with
respect to information concerning the Epromo, LLC
Services including but not limited to attending
sales and customer support training programs, which
may be offered by Epromo, LLC
3.3 Support. Reseller shall facilitate the activation
of the Epromo, LLC Services for each approved User
and train new Users on the proper use of the Epromo,
LLC Services. Epromo, LLC will provide technical
support to all Users after initial signup and training
if so desired by Reseller.
3.4 User Agreements. Reseller shall be responsible
for making sure that each account they sign up to
the Epromo, LLC Services has signed and sent in
Epromo's Service Agreement and Authorization to
Debit agreement. These agreements can be submitted
by fax to 801-434-8232. No account shall be enabled
until such agreements have been signed and received
by Epromo, LLC.
3.5 No Unauthorized Warranties. Reseller shall accurately
describe Epromo, LLC, its Affiliates, and the Epromo,
LLC Services to each User. Without limiting the
generality of the foregoing, Reseller will make
no representation, warranty or description regarding
the performance, functional characteristics or other
aspects of any Epromo, LLC Service that is beyond
those stated in Epromo, LLC's then-current and officially
approved marketing and Promotional materials for
the applicable Epromo, LLC Service. Reseller is
not authorized to, and will not make any representation
or warranty on behalf of Epromo, LLC except when
given expressed consent in writing by Epromo, LLC.
4. Epromo, LLC's Obligation
4.1 Software & Tools. Epromo, LLC shall provide to Reseller the following tools to assist in selling, advertising, marketing, and managing the Epromo, LLC Services they intend to resell. Tools include: HTML Banner to be placed on Reseller's Website, URL Tracking System for managing leads and commissions, and support and assistance from Epromo, LLC when needed.
4.2 Customer Service. During the respective term
of each Epromo, LLC Service Agreement, if the Approved
User is current in payment of all fees owing to
Epromo, LLC and is otherwise not in default under
the Epromo, LLC Service Agreement, Epromo, LLC shall
provide customer service to such Approved User via
telephone and email.
4.3 Technical Assistance. Epromo, LLC will provide
reasonable technical assistance to Reseller as may
be necessary and appropriate to assist Reseller
in effectively carrying out its obligations under
this Agreement.
5. Epromo, LLC Services
 |
As between the parties, Epromo, LLC will host all
of the Epromo, LLC Services on servers maintained
by or on behalf of Epromo, LLC or one or more of
its affiliates. Epromo, LLC will have the right
(but not the obligation) to refuse to provide any
Epromo, LLC Service to any Website (or any portion
thereof) which in its sole discretion Epromo, LLC
considers actually or potentially obscene, indecent,
offensive, defamatory, unlawful, or, infringing
of any Proprietary Right or third party contract,
or otherwise objectionable or unsuitable for posting
anywhere on Epromo, LLC's or any of its Affiliate's
servers (including, without limitation, any hyperlinks,
framed content or meta tags contained anywhere therein).
Subject to the terms hereof, Epromo, LLC will use
commercially reasonable efforts to provide the Epromo,
LLC Services to Approved Users and maintain the
same in an uninterrupted and error-free fashion
consistent with its practices in effect as of the
Effective Date, provided that the applicable Approved
User is not in default of its obligations to Epromo,
LLC of Reseller under this Agreement or the Epromo,
LLC Service Agreement. Reseller acknowledges that
the Epromo, LLC Services are ASP-based, which may
be subject to outages and delay occurrences. In
such an event and subject to the terms hereof, Epromo,
LLC shall use commercially reasonable efforts to
remedy material interruptions and will provide adjustment,
repairs and replacements within its capacity from
time to time that are necessary to enable the Epromo,
LLC Services to perform their intended functions
in a reasonable manner. The forgoing notwithstanding,
Epromo, LLC will not be liable in any manner for
any interruptions, outrages, or other delay occurrences
relating to the Epromo, LLC Services.
6. Fees and Payment Terms
6.1 Fees.
A. Setup Fees and Commission Rates. Initial setup fees billed to Reseller's referrals for the Software License Fee will be $395 for Epromo's E-Store Builder Package, and $795 for Epromo's E-Store Custom Package. All setup fees must be paid with a credit card. Reseller shall receive 25% of setup fees in commissions for each customer that was referred to Epromo, LLC by Reseller and thereafter signed up to the Epromo, LLC Services. Commission payments will be issued to Resellers on the 1st day of the following month in which the account was signed up, and will be paid to Reseller either by direct deposit or company check.
*Additional monthly fees apply to those Resellers choosing to be issued their commissions via company check.
B. Monthly Residuals. A monthly fee of $49.95 per
system shall be charged to Reseller's client on
the first day of each month and retained by Epromo,
LLC. All monthly fees must be paid with a credit
card. A total of ten (10) potential Users shall
be included with the sale. Any additional users
above and beyond the first ten (10) shall incur
an additional $5.00 fee per User per month. Reseller
agrees to inform all clients or potential clients
of all charges to be included in the final purchase
of any of Epromo, LLC's products and services.
C. Cost of Performance. Unless otherwise expressly
provided herein, each party shall be responsible
for the costs of its own performances hereunder,
and will not be entitled to any reimbursement from
the other party for such costs.
D. Personal Guarantee. If a Reseller is a proprietorship
or partnership, in consideration of Epromo, LLC's
acceptance of the above Reseller Application and
the terms of this Agreement, the above-signed Personal
Guarantor (jointly and severally if more than one)
unconditionally guarantees the performance of all
obligations of Reseller to Epromo, LLC under this
Agreement and payment of all sums due hereunder
and, in the event of default, hereby waives notice
of default and agrees to indemnify Epromo, LLC for
all funds due and owing from Reseller pursuant to
the terms of this Agreement. The Personal Guarantor
waives any and all rights of subrogation, reimbursement
or indemnity derived form Reseller and all other
rights and defenses available to the Persona; Guarantor.
The Personal Guarantor confirms that he or she is
(or they are), collectively and individually, a
party to this Agreement and unconditionally and
specifically authorizes Epromo, LLC, or its authorized
agent to debit any overdue fees, costs, fines, penalties,
expenses, or obligations under this Agreement and/or
any contractual relationship with Epromo, LLC form
any personal checking Account or other Account owned
or controlled by Personal Guarantor including credit
card accounts, and further to report any default
hereof on the Personal Guarantor's personal Credit
Bureau Report. Guarantor agrees to pay all costs
and expenses of whatever nature, including attorney's
fees and other legal expenses, incurred by or on
behalf of Epromo, LLC in connection with the enforcement
of this Section 6.1.
7. Term and Termination
 |
7.1 Term. The term if this Agreement (the "Term") shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, continue thereafter for exactly one year unless and until either party provides the other party with at least thirty (30) days written notice of its intent to terminate this Agreement. Automatic renewals of this Agreement will be reviewed with receipt of Annual Reseller Licensing Fees, and may be approved based on account history and performance. If renewed, this Agreement will remain in effect for exactly one year from renewal date, unless a new agreement is written and signed by both parties.
7.2 Termination by Epromo, LLC. Epromo, LLC may terminate
this Agreement immediately and without advance notice,
if Reseller fails to pay any amount when in breach
or default of any other obligation set forth in
of this Agreement or if Epromo, LLC determines,
in its sole discretion, that Reseller's business
practices are detrimental to the achievement of
Epromo, LLC business objectives.
7.3 Effect of Termination. In the event that Reseller
terminates this Agreement in accordance with this
section 7, Epromo, LLC shall be obligated to pay
Reseller, within sixty (60) days of the effective
termination date, only the Fees owing to Reseller
as of the effective termination date. Upon expiration
or termination of this Agreement for any reason:
(i) Reseller shall promptly return to Epromo, LLC
all equipment, sales literature, documentation and
materials supplied by Epromo, LLC, (ii) Epromo,
LLC may continue to provide the Epromo, LLC Services
to any and all Approved Users and assume sole responsibility
for such Approved Users for Purposes of this Agreement,
and (iii) Epromo, LLC's obligation to pay Commissions
to Reseller shall Terminate.
7.4 Survival. Upon expiration or termination of
this Agreement for any reason, all rights and obligations
of the parties under this Agreement shall be extinguisher,
except that: (a) all accrued payment obligations
hereunder shall survive such expiration or termination;
and (b) the rights and obligations of the parties
under sections 5, 6, 4, 8, 9, 10, 11, 12, 13, 14,
and 15 and any other provisions of this Agreement
that should reasonably survive expiration or termination
shall survive such expiration or termination.
8. Representations and
Warranties
 |
8.1 Reseller. Reseller represents and warrants to Epromo, LLC that:
(a) Reseller will conduct its business at all times in a manner that reflects favorably on the goodwill and reputation of Epromo, LLC and will not engage in any illegal or unethical business practices; and (b) All representations and statements made by Reseller in this Agreement, or in any other document relating hereto by Reseller or on Reseller's behalf, are true, accurate and complete in all material respects. Reseller hereby authorizes Epromo, LLC to investigate and confirm the information submitted by Reseller herein. For this purpose, Epromo, LLC may utilize credit bureau / reporting agencies and / or its own agents. Upon Resellers request, Epromo, LLC will provide Reseller with a copy of the results of such investigation.
8.2 Mutual. Each party represents and warrants to
the other that (a) it has full power and legal right
to execute and deliver this Agreement and to perform
its obligations under this Agreement (b) no authorization
or approval from any third party is required in
connection with such party's execution, delivery
or performance of this Agreement, (c) this Agreement
constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms,
and (d) it has all right, title or interest, or
valid license to use, its respective Marks, and
that its grant of rights associated therewith so
not violate any Proprietary Rights of any third
party.
8.3 Third Party Software Programs. Reseller acknowledges
that the Epromo, LLC Services are designed for use
with certain third party programs, including, without
limitation, certain Internet browser software programs.
Reseller will look solely to the developers and
manufacturers of such programs with regard to warranty
and maintenance or other support regarding the same.
Epromo, LLC makes no warranty, express or implied,
with regard to any such third party software.
9. Indemnification
Reseller shall defend, indemnify, and hold Epromo,
LLC, its Affiliates, and any of their officers,
directors, agents and employees harmless from and
against any claim or suit brought against Epromo,
LLC or its Affiliates, including any and all losses,
damages, costs and expenses (including reasonable
attorneys' fees) arising from such claim or suit
arising out of: (a) a breach of an obligation to
Epromo, LLC under this Agreement; (b) the negligence
or willful misconduct of Reseller or its employees
or agents; (c) Reseller's advertising, marketing,
promotion, sale, or distribution of any of the Epromo,
LLC Services; or (d) the inaccuracy of information
provided to Epromo, LLC by Reseller regarding a
User.
10. Disclaimer
EXCEPT AS PROVIDED IN SECTION 8.2 ABOVE, EPROMO,
LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
WRITTEN OR ORAL INCLUDING BUT NOT LIMITED TO WARRANTIES
OF USERABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
RESELLER ACKNOWLEDGES THAT THE EPROMO, LLC SERVICES
MAY NOT BE UNINTERRUPTED OR ERROR FREE.
11. Limitation of Liability
No Consequential Damages. EXCEPT FOR CLAIMS ARISING
FROM CRIMINAL OR WILLFUL MISCONDUCT, THE PARTIES
AND THEIR VENDORS (AND ANY OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS OF THE PARTIES AND THEIR VENDORS)
SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL
INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES UNDER ANY
THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN
TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
12. Ownership and Use of
Data
As between the parties, Epromo, LLC shall retain
full ownership of all data submitted by Reseller
and/or User in connection with User's enrollment
for and use of the Epromo, LLC services and hosted
or stored on Epromo, LLC servers, including but
not limited to: name, mailing & shipping address,
email address, Phone number, dollar amount of purchase,
type of purchase and description of purchase. Epromo,
LLC agrees to use such data only as necessary to
perform hereunder and for no other purpose, and
hereby grants Reseller a royalty-free, fully paid
up right, during the Term, to use such data only
as necessary to perform its rights and obligations
hereunder and for no other purpose. Nothing in this
Agreement shall prevent or restrict Reseller from
using any information it collects or receives independent
of its performance under this Agreement.
13. Intellectual Property
 |
Epromo, LLC. As between the parties, Epromo, LLC
owns and retains all right, title and interest in
and to the Epromo, LLC Marks (as defined on Exhibit
B attached hereto), the Epromo, LLC Website, the
Epromo, LLC Services, all content and documentation
furnished to Reseller by Epromo, LLC hereunder,
and the Epromo, LLC technology. Epromo, LLC reserves
all rights in all of the forgoing.
13.1 Reseller. As between the parties, Reseller
owns and retains all right, title and interest in
and to the Reseller Marks (as defined on Exhibit
B attached hereto) and Reseller reserves all rights
in the forgoing.
13.2 Use of Trademarks. Each party hereby grants
to the other party the right to use, reproduce,
publish, perform and display the other party's Marks
in promotional and marketing materials and electronic
and printed advertising, publicity, press releases,
newsletters and mailings about or related to the
Epromo, LLC Services. Each party shall strictly
comply with all standards with respect to the other
party's Trademarks, which may be furnished by such
party from time to time. All uses of the other party's
Trademarks shall insure to the benefit of the party
owning such trademark.
13.3 Other Trademarks. Epromo, LLC shall not register
or attempt to register any of the Reseller Marks
or any Trademarks that Reseller deems to be confusingly
similar to any of the Reseller Marks. Reseller shall
not register or attempzt to register any of the
Epromo, LLC Marks or any Trademarks that Epromo,
LLC reasonably deems to be confusingly similar to
any of the Epromo, LLC Marks.
13.4 Further Assurances. Each party shall take,
at the other party's expense, such action (including,
with out limitation, execution of affidavits or
other documents) as the other party may reasonably
request to effect, perfect or confirm such other
party's ownership interests and other rights as
set forth on this section 13.
14. Confidentiality and
Nondisclosure
 |
14.1 Use of Confidential Information. Each party that receives information (the "receiving party") from the other party (the "disclosing party") agrees to use reasonable best efforts to protect all non-public information and know-how of the Disclosing Party that is either designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential ("confidential information"), and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. Each party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business.
14.2 Exclusions. The forgoing restrictions will
not apply to any information that: (a) the Receiving
Party can document it had in its possession prior
to disclosure by the Disclosing Party, (b) was in
or entered the public domain through no fault of
the Receiving Party, (c) is disclosed to the Receiving
Party by a third party legally entitled to make
such disclosure without violation of any obligation
of confidentiality, (d) is required to be disclosed
by applicable laws or regulations (but in such event,
only to the extent required to be disclosed), or
(e) is independently developed by the Receiving
Party without reference to any Confidential Information
of the Disclosing Party. Upon request of the other
party, or in any event upon any termination or expiration
of the Term, each party will return to the other
all materials in any medium, that contain, embody,
reflect or reference all or any part of any Confidential
Information of the other party. Each party acknowledges
that breach of this provision by it would result
in irreparable harm to the other party, for which
money damages would be an insufficient remedy, and
therefore that the other party will be entitled
to seek injunctive relief to enforce the provisions
of Section 14.
15. General Provisions
 |
15.1 Publicity. The parties may work together to issue Publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters, provided however that neither party will have any obligation to do so. In addition, neither party will issue such publicity and general marketing communications concerning this relationship without the prior written consent of the other party (not to be unreasonably withheld or delayed).
15.2 Non-Exclusivity. This agreement does not confer
on either party any rights that are exclusive. Each
party is free to contract with others with respect
to the subject matter of this Agreement.
15.3 Relationship of the Parties. The parties are
independent contractors and nothing in this Agreement
shall make them joint ventures, partners, employees,
agents, or other representatives of the other party.
Neither party shall make any representation that
suggests otherwise.
15.4 Non-solicitation. Reseller shall not directly
or indirectly, whether or not for compensation,
engage in any business activity (whether as an employee,
proprietor, officer, director, agent, trustee, partner
or creditor lending money for the purpose of establishing
or operating any such business) that (a) induces
or attempts to induce, directly or indirectly, any
User to modify or terminate such User's business
association with Epromo, LLC or (b) interferes with,
disrupts or attempts to disrupt any present business
relationship, contractual or otherwise between Epromo,
LLC.
15.5. Notices. All notices to Reseller shall be
given electronically, sent to the electronic mail
address provided in the Reseller Application and/or
posted in the My Account section of Reseller's Epromo,
LLC Account. All notices to Epromo, LLC shall be
given electronically to info@epromo.com with a written
copy to Epromo, LLC PO Box 1245, Salem, Utah 84653
or to (801) 434-8232 (fax), Attention: General Counsel.
Such written notice will be deemed given upon personal
delivery, upon confirmation of receipt if sent by
fax, or three (3) days after the date of mailing
if sent by certified or registered mail, postage
prepaid.
15.6 Amendment. Epromo, LLC may amend this Agreement
at any time upon notice to Reseller of not less
than ten (10) days prior to the effective date of
such amendment, provided that any amendment for
any fee increase may become effective upon not less
than thirty (30) days notice. No other amendment,
modification or waiver of any of the provisions
of this Agreement will be valid unless set forth
in a written instrument by both parties.
15.7 Severability; Headings. If any provisions of
this Agreement is held to be invalid or unenforceable
for any reason, the remaining provisions will continue
in full force without being impaired or invalidated
in any way. The parties agree to replace any invalid
provision with a valid provision, which most closely
approximates the intent and economic effect of the
invalid provision. Headings are used for convenience
of reference only and in no way define, limit construe
or describe the scope or extent of any section or
in any way affect this Agreement.
15.8 Governing Law; Jurisdiction. This Agreement
and performance under it will be interpreted, construed
and enforced in all respects in accordance with
the laws of the State of Utah, without reference
or giving effect to its conflicts of law principles.
Reseller hereby irrevocably consents to the personal
jurisdiction of and venue in the state an federal
courts located in Utah County, Utah with respect
to any action, claim or proceeding arising out of
or related to this Agreement and agrees not to commence
or prosecute any such action, claim or proceeding
other than in such courts.
15.9 Waiver. The failure of any party to insist
on or enforce strict performance of any provision
of this Agreement or to exercise any right to remedy
under this agreement or applicable law will not
be construed as a waiver or relinquishment to any
extent of the right to assert or rely upon any such
provision, right or remedy in that or any other
instance; rather, the same will be and remain in
full force and effect. Waiver by either party of
a breach of any provision contained herein must
be in writing, and no such waiver will be construed
as a waiver of any other and/or succeeding breach
of such provision or a waiver of the provision itself.
15.10 Assignment. Reseller will not assign this
Agreement or any rights hereunder without the prior
written consent of Epromo, LLC, except that Epromo,
LLC's prior written consent will not be required
for an assignment as a result of any Reseller merger,
consolidation, reorganization or similar transaction
involving all or substantially all of the assets
of Reseller. In any such event, the assignee must
assume and agree in writing to perform all of the
assigning party's executory obligations and the
assigning party must guarantee performance by the
assignee through out the Term. Subject to the forgoing,
this agreement will be binding upon, enforceable
by and inure to the benefit of the parties and their
perspective successors and assigns.
15.11 Force Majeure. Neither party shall be responsible
for failure to fulfill its obligations hereunder
due to causes beyond its reasonable control, including
without limitation acts of God, acts or omissions
of civil or military authority, civil disturbances,
wars, strikes, or other labor disputes, fires, transportation
contingencies, or interruptions in telecommunications
or internet services or network provider services.
15.12 Counterparts; Electronic Signature. This Agreement
may be executed in one or more counterparts, each
of which will be deemed an original and all of which
will be deemed to be one instrument. To expedite
the process of entering into this Agreement, the
parties acknowledge that Transmitted Copies of the
Agreement will be equivalent to original documents
until such time as original documents are completely
executed and delivered. "Transmitted copies" will
mean copies that are reproduced or transmitted via
photocopy or facsimile or other process of complete
and accurate reproduction and transmission.
15.13 Entire Agreement. This Agreement sets forth
the entire understanding and agreement of the parties,
and supersedes any and all prior or contemporaneous
oral or written agreements or understandings between
the parties, as to the subject matter of this agreement.
Exhibit A
Definitions
For purposes of this Agreement, the
following capitalized terms have the meanings
set forth below. Other terms may be defined elsewhere
in this Agreement.
"Active Customer Base" means
those customers whose accounts were successfully
billed for the current month.
"Affiliate" means with respect
to any party, any person that, directly or indirectly
(e.g., through any number of successive tiers),
controls (e.g., a parent organization), is controlled
by (e.g., a subsidiary organization) or is under
common control with (e.g., a brother/sister organization)
such party.
"Approved User" means a User
that was referred to Epromo, LLC by Reseller during
the Term, was not an existing customer of Epromo,
LLC as of the date Reseller referred such User
to Epromo, LLC, had not previously contacted or
been contacted by Epromo, LLC concerning any of
the Epromo, LLC Services, has entered into a Service
Agreement with Epromo, LLC, and has been approved
by the necessary financial institution(s) for
a processing amount.
"Epromo, LLC Service Agreement"
means an agreement by and between Epromo, LLC
and a User regarding one or more of the Epromo,
LLC services.
"Epromo, LLC Website" means the
Website operated by or for Epromo, LLC under the
URL http://www.epromo.com.
"EMS Account" means an Account
that Epromo, LLC will establish on behalf of an
approved User, upon User's execution of an Epromo,
LLC Service Agreement and Epromo, LLC's receipt
of approval and acceptance by the applicable financial
institution(s), for the purpose of providing the
Approved User with one or more of the Epromo,
LLC Services.
"User" means any person regularly
engaged in the sale of goods or services to whom
Reseller sells, offers to sell, or has sold any
of its products or services.
"Person" means any natural person,
corporation, partnership, Limited Liability Company,
Trust, association or other entity.
"Proprietary Right" means any
patent, copyright, rights in Trademarks, trade
secret rights, moral rights or other intellectual
property or proprietary right arising under the
laws if any jurisdiction.
"Trademarks" means all common
law or registered trademark, service mark, trade
name and trade dress rights and similar or related
rights arising under any of the laws of the United
States or any other country or jurisdiction, whether
now existing or hereafter adopted or acquired.
"Website" means any point of
presence maintained on the Internet or any other
public data network accessed electronically via
wired or wireless connections. With respect to
Websites maintained on the World Wide Web, such
Website includes all HTML, HDML, WML or XML pages
(or similar unit of information presented in any
relevant data protocol) that either (a) are identified
by the same second-level domain (such as Epromo,
LLC) or by the same equivalent level identifier
in any relevant address scheme, or (b) contain
branding, graphics, navigation or other characteristics
such that user reasonably would conclude that
the pages are part of an integrated information
or service offering.
Exhibit B
Trademarks
Epromo, LLC Marks
For purposes of this Agreement, "Epromo, LLC Marks"
means those trademarks listed below and such other
trade marks as Epromo, LLC may from time to time
notify You in writing to be "Epromo, LLC Marks"
within the meaning of this Agreement.
E-Store Management System |
E-Store Builder |
E-Builder |
E-Custom |
E-Alert |
E-Store |
Reseller Marks
For Purposes of this Agreement, "Reseller Marks" means Reseller's customary name and logo, and such other trademarks as Reseller may from time to time notify Epromo, LLC notify Epromo, LLC in writing to be "Reseller Marks" within the meaning of this Agreement.
|
 |
 |
 |
|
 |
 |
|
|
|
|
|