Reseller Agreement
Reseller Program Terms & Agreement
Please read these terms and conditions carefully, as they contain important information about your rights and obligations. You can print out these terms and conditions by clicking on the print icon on your browser.
1. Introduction
1.1 Please read these terms and conditions carefully before agreeing to become a Riverside Marketing Reseller. Riverside Marketing is a trading name and registered trademark of Riverside Limited (Riverside). In these terms and conditions Riverside Marketing is referred to as ‘we’ or ‘us’ and you (Reseller) are referred to as ‘you’.
1.2 In particular, we draw your attention to clauses 8 (Refunds) and 12 (Liability). By signing-up for a reseller account and/or logging into the reseller system you agree to be legally bound by the Conditions.
1.3 If you do not wish to be bound by the Conditions then you may not resell Products purchased.
2. Definitions and interpretation
2.1 In these terms and conditions the following words and phrases shall have the following meanings:
Appointment: the agreement of the parties set out in clause 3.1.
Conditions: Riverside Marketing’s terms and conditions for resellers as they may be modified and posted on the Website from time to time.
End User: a person or entity that places an order for the Product with Reseller.
End User Agreement: Supplier’s standard license agreement provided in ‘click-wrap’ form with the Products and which must be accepted by each End User.
Intellectual Property Rights: means all intellectual property rights anywhere in the world (including present and future intellectual property rights).
Products: the software products set out in the Price Matrix on the Website as being available from time to time for resale by the Reseller.
Reseller Area: the log in area of the Website made available to the Reseller by Riverside Marketing following the Appointment.
Standard Terms and Conditions: the standard terms and conditions for purchases from the Website as modified and posted by Riverside Marketing from time to time.
Supplier: means the person that owns a Product and which agrees to license it to End Users.
Term: the term of the Appointment as set out in clause 11.
Website: the Riverside Marketing website on the domain riversidemarketing.co.
3. Appointment and License
3.1 In consideration of the Points Purchase Deposit Riverside Marketing appoints Reseller as a non-exclusive reseller of the Products to the End Users for the Term and Reseller agrees to act in that capacity subject to the Conditions. The Reseller may not sale any similar products. If they do then Riverside Marketing can cancel their agreement and past, present, and future sale benefits.
3.2 It is agreed that both parties shall be entitled to promote, market or sell their own products (including but not limited to the Products).
3.3 Riverside Marketing, in consideration of Reseller’s performance of its obligations under these Conditions, grants to Reseller a non-transferable, non-exclusive right to use, sub-license, market and support the Products (including the Intellectual
Property Rights therein) to the extent necessary for Reseller to perform its obligations under the Conditions.
4. Intellectual property rights
4.1 The Supplier is the owner or licensee of all Intellectual Property Rights forming part of the Products and Riverside Marketing has the right to grant the sub-licenses set out in the Conditions.
4.2 The Conditions shall not be construed to convey or transfer any ownership or proprietary interest in any Intellectual Property Rights in the Products to Reseller or any other party.
4.3 Reseller agrees that it will not sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Products in any manner to third parties except as is expressly permitted otherwise in the Conditions.
5. Riverside Marketing’s obligations and rights
5.1 Riverside Marketing agrees with Reseller throughout the Term to provide such support to Reseller as Reseller may reasonably require to enable it to fulfill its obligations and exercise its rights under the Appointment.
6. Inactive accounts
6.1 If the Reseller has not:
(a) made a Points Purchase Deposit; or
(b) purchased any Products
in any period of twelve (1) month, Riverside Marketing will be able cancel agreement.
7. Refunds and cancellations
7.1 The Reseller shall not be entitled to a refund of any Purchase unless permitted by Riverside Marketing.
8. Reseller’s obligations
8.1 Reseller undertakes and agrees with Riverside Marketing that it will at all times during the Term (and where applicable following termination of the Appointment) observe and perform the Conditions including but not limited to:
(a) in all correspondence and other dealings relating directly or indirectly to the licensing of or other transaction relating to the Products, clearly indicating that it is acting as a reseller and not as author and developer of any of the Products;
(b) using at all times its best endeavors to promote and extend the market for the Products and work diligently to obtain orders from End Users for the Products;
(c) at its own expense providing advertising, publicity, promotion and marketing for the Products;
(d) issuing Access Codes to End Users after the End User has paid Reseller for the Product [and entered into the End User Agreement];
(e) handling all sales queries it receives from End Users;
(f) dealing with all aspects of End User billing and payment;
(g) dealing with and paying, whether on its own account or as agent of Riverside Marketing, all applicable taxation whether in the country in which Reseller is doing business or in the country in which Reseller is established.
(h) ensuring that any servers used by Reseller in performing its obligations as a Reseller are secure to the reasonable satisfaction of Riverside Marketing; and imposing on End Users to the maximum extent permitted by applicable laws terms and conditions of business no less onerous than those imposed by Riverside Marketing on End Users purchasing Products directly from the Website.
9.1 Reseller undertakes not to:
9.2.1 translate, adapt, vary, modify, disassemble, decompile or reverse engineer any of the Products; or
9.2.2 modify, amend, add to or in any way alter any of the Products supplied to it or to End Users by it, without Riverside Marketing’s or Supplier’s prior written consent.
10. Warranty
10.1 Riverside Marketing warrants that for any Product purchased by Reseller:
(a) Riverside Marketing has the right to sell the Product to Reseller;
(b) the Product will correspond with the description provided by Riverside Marketing to Reseller; and
(c) the Product will be of satisfactory quality.
11. Term, suspension and termination
11.1 The Appointment shall become effective when the Reseller creates a reseller account and shall continue in force until terminated:
(a) by either party at any time immediately on giving written notice.
11.2 Either party shall be entitled forthwith to terminate the Appointment by written notice to the other if:
(a) becomes insolvent; or
(b) that other party ceases, or threatens to cease, to carry on business.
11.3 Riverside Marketing shall have the right at any time on giving written notice to suspend the Appointment with immediate effect provided that its reasons for doing so are set out in such notice.
11.4 On the termination of the Appointment for any reason Reseller shall cease to promote, market, advertise or solicit the End Users for the Products.
12. Limitation of liability
12.1 The following provisions set out the entire financial liability of the each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party in respect of:
(a) any breach of the Conditions;
(b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Appointment.
12.2 Nothing in these Conditions excludes or limits the liability of either party:
(a) for death or personal injury caused by the either party’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the party’s to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
13. Amendment No amendment or variation of the Conditions shall be effective unless in writing and signed by a duly authorized representative of each of the parties.
14. Nature of relationship
The Appointment shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Conditions.
15. No assignment
Reseller shall not, without the prior written consent of Riverside Marketing, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Appointment.
16.1 The Appointment shall be governed by and construed in accordance with the laws of England and Wales except and only in the case where Reseller is established in an EU Member State to the extent that mandatory rules (within the meaning of the Rome Convention 1980) override.
16.2 The parties accept the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with the Appointment except and only in the case where Reseller is established in an EU Member State for claims or matters which are reserved to courts of exclusive jurisdiction (within the meaning of EU Regulation 44/2001).
16.3 If a dispute arises Reseller undertakes that, before taking any other steps whatsoever, it shall, at its own cost and expense, identify and notify in writing to Riverside Marketing any applicable mandatory rules or matters reserved to courts of exclusive jurisdiction.
16.4 In the event that an End User who is a consumer brings a claim before any court, tribunal or other decision-making body, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, against Riverside Marketing arising in connection with the performance or contemplated performance of the Appointment by Reseller, Reseller indemnifies and shall keep indemnified Riverside Marketing from all costs, losses or damages arising from such claim.