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| Groovy Goddess Reseller Authorization Terms & Conditions![]() By participating in the Groovy Goddess Authorized Reseller Program (the "Program"), Reseller acknowledge that Reseller have read, understood, and agree to be bound by these Terms and Conditions.
Eligibility
The Groovy Goddess Authorized Reseller Program (the "Program") is open to those individuals who have registered with Groovy Goddess ("Groovy Goddess") to be part of this Program and have been qualified by Groovy Goddess to participate. Once Reseller have registered as a member of the Groovy Goddess Authorized Reseller Program and been qualified, Reseller will be provided with wholesale pricing information and be eligible to purchase Groovy Goddess products at wholesale and resell them.
Reseller Appointment
Subject to these Reseller program terms and conditions, Groovy Goddess appoints Reseller as a non-exclusive authorized reseller ("Reseller") of Groovy Goddess products listed on the Wholesale Price List ("Price List"). As a Reseller, Reseller may purchase Groovy Goddess products pursuant to these terms and conditions for (i) resale to Customers, or (ii) demonstration or evaluation purposes only. For purposes of this agreement, Customer means an entity or person who purchases Groovy Goddess Products from Reseller. Without limiting the generality of the foregoing, Reseller must not use for reselling: i) group email addresses, ii) email mailing lists, or iii) Reseller. Reseller may not use "spam" techniques to reach potential Customers.
Reseller Obligations
Reseller shall use commercially reasonable efforts to market Groovy Goddess Products as part of Reseller's standard offerings.
Reseller shall make no warranty or other performance guarantee applicable to Groovy Goddess. In addition, Reseller shall include appropriate disclaimers of warranty and limitations of liability, applicable to Reseller and its suppliers (including Groovy Goddess).
Price and Payment
Prices for Groovy Goddess Products will be made available in Groovy Goddess Wholesale Price Lists to qualified Resellers. Groovy Goddess will notify Reseller of changes in prices for Groovy Goddess Products and the basis therefore. Notwithstanding the foregoing, Groovy Goddess may change the commercial list prices for the Groovy Goddess Products upon thirty (30) days notice. Any price change shall apply to purchase orders placed after the expiration of the thirty (30) days notice period. Reseller shall determine the price at which it resells the Groovy Goddess Products to its Customers.
Reseller shall acquire Groovy Goddess Products by placing orders with Groovy Goddess (in a form approved by Groovy Goddess). Groovy Goddess will acknowledge receipt and reserves the right to reject any order.
All pricing is stated in U.S. dollars and all payments are to be made in U.S. dollars. All prices for Reseller Groovy Goddess Products are exclusive of taxes and shipping charges.
Term and Termination
These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.
Groovy Goddess may terminate for convenience Reseller’s participation in the Program at any time without cause upon fourteen (14) days written notice to Reseller.
In the event Reseller is in breach or default of any of the material Terms or Conditions of this Program, and has not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from Groovy Goddess, then in addition to all other rights and remedies at law, in equity or otherwise, Groovy Goddess shall have the right to terminate Reseller’s participation in the Program without further charge, obligation or liability whatsoever.
Tax Implications
Reseller acknowledges and agrees that it is the responsibility and obligation of the Reseller to report as income all compensation received under this agreement and pay all applicable taxes on that income.
Reseller also acknowledges that Groovy Goddess is obligated to charge and collect all applicable sales tax on purchases Reseller makes until Reseller provides a valid resale certificate to Groovy Goddess.
Personnel
Each party shall have responsibility for all acts and omissions of their respective personnel performing its obligations under these Terms and Conditions.
Neither party shall have any obligation for any employee-related benefits applicable to the other Party's personnel performing services under this Program. Each Party shall withhold their employees' portion of FICA and withholding income for federal and state income tax purposes to the extent required by law.
Intellectual Property
Except for the rights expressly granted herein, these Terms and Conditions do not transfer any intellectual property rights from one party to the other, and each party shall retain all right, title and interest in and to its intellectual property rights.
Warranties
Each party warrants that it has full power and authority to enter into and perform under this Program and that the person registering for this Program has been properly authorized to do so. Each Party further warrants that it will perform all activities it undertakes in this Program with due care and skill.
THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
Indemnification
Reseller will indemnify and hold Groovy Goddess and its affiliates, its employees and agents harmless from and against any and all claims, including Customer claims, liabilities, losses, damages, and causes of action (i) arising out of the acts or omissions of Reseller in the performance or nonperformance under this Program; (ii) based upon or relating to any express or implied modifications of the Groovy Goddess Product specifications without the prior written consent of Groovy Goddess.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER GROOVY GODDESS NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS RESELLER PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.
Confidentiality
Non-Disclosure and Limitation of Use of Confidential Information. Reseller shall keep confidential and not use, copy or disclose, directly or indirectly, to any third party any Confidential Information without the prior written consent of a duly authorized officer of Groovy Goddess. Reseller shall use the Confidential Information solely in connection with the Reseller Program. All Confidential Information shall be and remain the property of Groovy Goddess. Reseller shall deliver to Groovy Goddess upon completion or termination of the Reseller Program, all Confidential Information in Reseller’s possession or control, directly or indirectly, in whatever form it may be.
Confidential Information. For the purposes of this Reseller Program, the term "Confidential Information" shall include, without limitation, all trade secrets and all other information and material that relates or refers to the plans, policies, finances, corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers, prospects and customers, as well as financial information relating to such suppliers, prospects and customers, and any other similar Confidential Information and material which Groovy Goddess does not make generally available to the public.
Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to Reseller prior to receipt from Groovy Goddess directly or indirectly from a source other than one having an obligation of confidentiality to Groovy Goddess; (ii) becomes known (independently of disclosure by Groovy Goddess) to Reseller directly or indirectly from a source other than one having an obligation of confidentiality to Groovy Goddess; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Reseller Program's Terms and Conditions by Reseller; or (iv) is independently developed by Reseller.
Continuing Obligation. Reseller obligations under this Reseller Program's Terms and Conditions with respect to confidentiality, non-disclosure and limitation of use of Confidential Information shall survive termination of Reseller participation in the Program.
Remedies for Noncompliance
If Groovy Goddess determines in its sole discretion that Reseller have not complied with these Terms and Conditions, it may, in addition to any other rights and remedies it may have against Reseller, immediately and without notice to Reseller, withdraw all benefits to Reseller and Reseller’s Customers under this Reseller Program, including, without limitation, by canceling or declining any and all orders placed or to be placed by Reseller in connection with this Program.
Independent Contractor
Nothing contained in these Terms and Conditions shall be deemed or construed as creating a joint venture or partnership between the Reseller and Groovy Goddess. Neither party is authorized as an agent, employee or legal representative of the other party. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other.
Assignment
Reseller may not assign Reseller’s rights or obligations under these Terms and Conditions, either in whole or in part, without the prior written consent of Groovy Goddess, said consent not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.
Notice
Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, confirmed by facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party. Such notice will be deemed to have been given as of the date it is delivered, mailed, faxed or sent, whichever is earlier. Groovy Goddess will also include email as an acceptable notice format, and it is Reseller obligation to keep all Reseller contact information up to date with Groovy Goddess.
Severance
If any provision of these Terms and Conditions is held to be invalid, such invalidity will not affect the remaining provisions.
Governing Law
These Terms and Conditions will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. Reseller hereby irrevocably consents and submits to the nonexclusive personal jurisdiction of the state and federal courts within Northern District of California for the purposes of litigating any such action.
Variation of Terms and Conditions
These Terms and Conditions may be amended or modified by Groovy Goddess in its sole discretion at any time. Any such amendments will be posted to this page, and it is Reseller’s responsibility to review this page from time to time for such amendments. Continued placement of orders will be deemed acceptance of the amendment(s) as posted.
Entire Agreement
These Terms and Conditions represent the entire agreement between Reseller and Groovy Goddess with respect to the Reseller Program.
Updated on May 02, 2007 | | |
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