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Reseller Partner Agreement
 
   
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I agree to the reseller terms and conditions below
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247virtualassistant.com reserves the right to amend these Conditions and Policies at any time.

1. Reseller Functions

  • 1.1Reseller will function as a value-added reseller of 247virtualassistant.com services. Reseller will place its orders for such services directly with 247virtualassistant.com.
  • 1.2Reseller may advertise in publications of general circulation.
  • 1.3Reseller's rights to resell 247virtualassistant services within a specific territory shall not be exclusive unless otherwise agreed in writing.

2. Prices

  • 2.1All prices for services provided by 247virtualassistant to Dealer are in US dollars.
  • 2.2Reseller may set the prices paid to it by customers for Plans, as well as prices paid to it by customers. 247virtualassistant.com has the right to revise its prices to Reseller with thirty (30) days' written notice. Such revisions shall apply to orders received by 247virtualassistant.com on or after the effective date of the revision.
  • 2.3Reseller shall be responsible for paying all taxes of any nature which become due with regard to 247virtualassistant.com services, except for taxes on 247virtualassistant.com’s income, irrespective of which party may be responsible for reporting or collecting such taxes.

3. Sign Up & Payment

  • 3.1All orders are subject to acceptance by 247virtualassistant.com. 247virtualassistant.com will only develop sites that are legal in the US. We reserve the right to deny service to any client, especially clients engaging in any illegal activity including hate, racism, flaming, illegal pornography, and any other content considered illegal by law. Reseller agrees to these provisions.
  • 3.2Subject to the provisions hereof, client accounts will be opened upon receipt of payment together with this contract, and repeated in each successive billable period thereafter at the terms, rates and charges described in the site
  • 3.3Payments shall be made every 30 days according to terms described in 247virtualassistant.com site, if monthly billing is allowable by such provision contained within. Charges for "billable period" services are payable prior to the beginning of each period. The billable service period begins on the date the services indicated in this agreement becomes available to the User. Initiation of work will begin upon receipt of full payment, or first payment due as described in 247virtualassistant.com site.
  • 3.4Payment and Terms: Payment shall be made in US dollars to 247virtualassistant.com account, or as may otherwise be agreed in writing by the parties. Payments are due upon presentation of invoice. 247virtualassistant.com will not initiate site development without prior payment. If due to bank charges, transfer fees, or the like, 247virtualassistant.com should receive less than its invoice amount, 247virtualassistant.com will re-invoice Dealer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by 247virtualassistant.com within thirty (30) days after presentation, 247virtualassistant.com will impose a debt service charge amounting to one percent (1.5%) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid forty-five (45) days after presentation of invoice, 247virtualassistant.com may discontinue, withhold, or suspend services to Reseller and/or its customer(s) to whom such unpaid amounts relate. Failure of Reseller's clients to pay in no way relieves the Partner's obligations to make full payment.
  • 3.5Reseller hereby agrees to pay any and all attorney fees, court costs, and related expenses incurred by 247virtualassistant.com the collection of any amount due it.

4. Duties of Reseller

  • 4.1Project Management: Reseller will support end users by providing project management in the local language of the Reseller's main location.
  • 4.2General: In carrying out this agreement, Reseller will conduct itself in an ethical and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will do nothing to bring the reputation of 247virtualassistant.com into disrepute.

5. Rules & Regulations

  • 5.1247virtualassistant.com may impose reasonable rules and regulations regarding the use of its services from time to time. Reseller shall impose such rules and regulations on its customers to the extent necessary to ensure compliance.
  • 5.2Sub-reselling of services by 247virtualassistant.com is forbidden unless said resale is authorized in writing by 247virtualassistant.com

6. Limitation of 247virtualassistant.com Obligation & Liability

  • 6.1247virtualassistant.com will utilize its best efforts to maintain acceptable performance of services contracted for services, but 247virtualassistant.com makes absolutely no warranties whatsoever express or implied, including warranty of merchantability or fitness for a particular purpose. 247virtualassistant.com cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its design service or via the Internet. 247virtualassistant.com will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on resellers system. 247virtualassistant.com shall not be liable to Reseller or any of its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non - deliveries, or service interruptions whether or not caused by the fault or negligence of 247virtualassistant.com.
  • 6.2247virtualassistant.com may discontinue servicing any Plan, or may require fulfillment of conditions. 247virtualassistant.com may choose to impose as a prerequisite for continuing to service any Plan. Such discontinuation or requirement may not be unreasonable, however, and 247virtualassistant.com agrees to provide Reseller with reasonable notice via Email and fax of any such intent to discontinue or impose conditions
  • 6.3Services provided by 247virtualassistant.com to Reseller shall be deemed accepted for all purposes upon publication of website for Internet use. After publication of website design no claim or objection regarding such services will be accepted. No claim related to such published services shall be raised.
  • 6.4247virtualassistant.com liability to Reseller and any end user of any Plan or other 247virtualassistant.com services is limited to the amount paid to and received by 247virtualassistant.com for services not accepted. In no event shall 247virtualassistant.com be liable to Reseller, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if 247virtualassistant.com has been advised of the possibility of such damage.
  • 6.5Reseller will take all necessary measures to preclude 247virtualassistant.com from being made a party to any lawsuit or claim regarding 247virtualassistant.com’s services provided to any Reseller or end user. Reseller hereby agrees to indemnify and hold harmless 247virtualassistant.com from any and all claims of whatever nature brought by any of Reseller's customers against 247virtualassistant.com.

7. Confidentiality

Reseller acknowledges that by reason of its relationship with 247virtualassistant.com hereunder, it may have access to certain information and materials relating to 247virtualassistant.com 's business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to 247virtualassistant.com, which value would be impaired if such information were disclosed to third parties. Reseller agrees that it will not use in any way neither for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by 247virtualassistant.com. Reseller further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Reseller of any such confidential information in its possession, and all confidential materials shall be returned to 247virtualassistant.com or destroyed. Confidential materials include, but are not limited to, design files and scripts installed on Reseller website. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, 247virtualassistant.com shall be entitled to injunctive relief, which relief shall not be contested by Reseller.

8. Relationship of the Parties

The relationship between 247virtualassistant.com and Reseller is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Reseller has no authority, apparent or otherwise, to contract for or on behalf of 247virtualassistant.com, or in any other way legally bind 247virtualassistant.com in any fashion, nor shall Reseller be authorized to make any representations about 247virtualassistant.com or its services other than to set forth 247virtualassistant.com 's responsibilities as outlined in this agreement.

9. Disputes

The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief shall be subject to arbitration upon written demand of either party. The arbitration shall follow the guidelines established by the American Arbitration Association.

10. Terms & Termination

This agreement shall run until the end of one year. The initial and minimum term of this Agreement is for one year. This Agreement shall automatically renew for a similar term thereafter, until terminated by either party with 30 days prior notice unless terminated in one of the following ways:

  • 10.1By either party, by notifying the other in writing by November 30 of any given year that this agreement will not be renewed.
  • 10.2By 247virtualassistant.com, upon thirty (30) days' written notice, if Reseller breaches any material and substantial provision of this agreement and has not cured by the end of the 30 days.
  • 10.3Reseller becomes more than sixty (60) days in arrears in payment of its account with 247virtualassistant.com
  • 10.4There are instituted bankruptcy or insolvency proceedings against Reseller, which are not vacated within sixty (60) days from the date of filing
  • 10.5Reseller institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency
  • 10.6Reseller makes an assignment of all or part of its assets for the benefit of creditors
  • 10.7By 247virtualassistant.com immediately, if Reseller attempts to assign all or any part of this Agreement without 247virtualassistant.com’s prior written approval
  • 10.8By 247virtualassistant.com immediately, if Reseller fails to cause 247virtualassistant.com to be informed in writing immediately on the happening of any event specified in this section
  • 10.9By 247virtualassistant.com immediately if the Reseller or Resellers clients use abusive conduct on the system and/or the Internet and its resources as a whole. 247virtualassistant.com and its officer's have the authority to define what "abusive conduct" is, and definitions may periodically change or be amended
  • 10.10By Reseller, immediately upon giving written notice to 247virtualassistant.com, if
    • 10.10.1There are instituted bankruptcy or insolvency proceedings against 247virtualassistant.com, which are not vacated within sixty (60) days from the date of filing
    • 10.10.2247virtualassistant.com institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency
    • 10.10.3247virtualassistant.com makes an assignment of all or part of its assets for the benefit of creditors; or
    • 10.10.4247virtualassistant.com fails to cause Reseller to be informed in writing immediately on the happening of any event specified in this section.

11. Non-assign ability

Reseller's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of 247virtualassistant.com, which consent shall not be unreasonably refused.

12. Partial Invalidity

If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. 247virtualassistant.com and Reseller agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.

13. Applicable Law, Jurisdictional Matters

This agreement takes effect when accepted by 247virtualassistant.com in Georgia. It is to be governed by and construed under the laws of the United States of America . The federal and state courts of the State of Georgia shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this agreement. Reseller hereby expressly consents to (1) the jurisdiction of the courts of California and (2)service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by 247virtualassistant.com. 247virtualassistant.com will comply with all orders issuing from tribunals having jurisdiction over 247virtualassistant.com, and that such compliance could affect the services provided by 247virtualassistant.com to Reseller or its customers; Reseller agrees to hold 247virtualassistant.com harmless from any claims of Reseller or Reseller's customers resulting from such compliance.

14. Notices

Except with respect to service of process, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.

15. Entire Agreement, Modifications

This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. 247virtualassistant.com may make changes to this agreement upon thirty (30) days' written notice to Reseller, advising of the change and the effective date thereof. Utilization of 247virtualassistant.com’s services by Reseller and/or its customers following the effective date of such change shall constitute acceptance by Reseller of such change(s), unless Reseller objects in writing to such changes, in which case the changes shall not take effect until there is written consent to other arrangements by both parties.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, do hereby execute this instrument, with each signature warranting its authority to enter into this agreement on behalf of the party it represents

16. Plans

The plans described in 247virtualassistant.com’s site are available to Reseller according to the terms listed within this document. 247virtualassistant.com makes no guarantees on delivery outside the stated terms pursuant to plan(s) selected by Reseller.

17.Payment

Reseller will submit the full and entire invoiced amount for each site development request prior to initiation of site development work.

Reseller may submit payment by the following means: Visa, MasterCard, American Express or by company check

All Payments will be made to 247virtualassistant.com

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