This Reseller Terms and Conditions constitute an Agreement, made between FlomboNet OU, incorporated under the laws of Estonia with registered office at Harju county, Tallinn, Downtown, Narva road 7, office 634, 10117, Estonia ("FlomboNet") and a participant of the Reseller Program of www.4shared.com, described here: https://www.4shared.com/reseller-rules.jsp ("Partner").
FlomboNet hereby authorizes and appoints Partner, and Partner accepts the authorization and appointment, as FlomboNet non-exclusive reseller, to market, sell, or incorporate for resale FlomboNet Product and Services, listed here: https://www.4shared.com/premium.jsp, internationally and worldwide. Partner agrees to use commercially reasonable efforts to refer prospective customers with which FlomboNet or its partners do not have a pre-existing relationship (a "Lead") to FlomboNet in accordance with terms of this Reseller Agreement. Each party acknowledges that this Reseller Agreement does not create an exclusive agreement between the parties. Notwithstanding the foregoing, once the Partner establishes a Lead, it will not refer to a direct competitor of FlomboNet to such the Lead.
Upon appointment, Partner will receive access credentials to Partner account for purchasing reseller links leading to FlomboNet Products and Services which shall be used to drive prospective customers to FlomboNet Products and Services and for the purpose of tracking Partner's reseller statistics. Partner shall not place reseller links or promote and advertise FlomboNet Products and Services in any way on resources with adult content; content advocating against an individual, group or organization; recreational drugs and drug-related content; hacking, cracking and malware content; misrepresentative content; violent content; content that enables dishonest behavior and illegal content. FlomboNet may terminate this Reseller Agreement with Partner immediately in case if an instance of such promotion occurred as it may cause irreparable damage to FlomboNet Products and Services reputation and FlomboNet may seek for compensation of such damage in court. In case if Partner has doubts whether the certain resource is appropriate or not, Partner may request for FlomboNet approval of the particular resource in writing.
Partner is entitled for purchasing Products and Services activation links in bulk amount with the reseller discount, specified in Reseller Program rules, listed here: https://www.4shared.com/reseller-rules.jsp, via Partner account. FlomboNet may review and change these rules from time to time on its own discretion. Partner undertakes to perform all customer attraction, on-boarding, payment collection, support and retention related activities, such as marketing and advertising, FlomboNet Products and Services demonstrations, voice chats and screen sharing sessions, preparation of tutorials, guides, presentations, other support materials, etc. Partner will be responsible for payment of all taxes, duties, and charges levied on the final price, and Partner shall indemnify, defend and hold FlomboNet harmless from and against any claims arising out or relating to non-payment of applicable taxes, duties, and charges.
Subject to the terms and conditions of this Reseller Agreement and during the term of this Reseller Agreement, FlomboNet hereby grants Partner, a non-exclusive, non-transferable, royalty-free, worldwide license to display the FlomboNet trademarks specified by FlomboNet solely as necessary to perform the marketing and reseller obligations described herein. Any use of the other FlomboNet trademarks shall be subject to FlomboNet right to review and approve or reject in advance each proposed use, and shall conform with any trademark usage guidelines, policies, or requirements provided by FlomboNet and will accrue to the benefit of FlomboNet. All licenses not expressly granted in this Reseller Agreement are reserved by FlomboNet and no other licenses, immunity or rights, express or implied are granted by FlomboNet, by implication, estoppel, or otherwise.
From time to time FlomboNet may disclose or make available to Partner, whether orally or in physical form, confidential or proprietary information concerning FlomboNet, or its business, vendors, customers, products or services, pricing and those of its related corporate entities in connection with this Reseller Agreement (collectively "Confidential Information"). Partner agrees that during the term of this Reseller Agreement and thereafter: (i) it will use Confidential Information solely for the purpose(s) for which such material or information was provided and for no other purpose whatsoever; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information to any third party (other than it's employees or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining FlomboNet written consent. Upon request by FlomboNet, Partner will return all copies of any Confidential Information. Partner shall be responsible for any breach of this Section by its employees, representatives and agents. Upon termination of this Reseller Agreement for any reason, or upon written request from FlomboNet, Partner will immediately return any and all tangible materials containing Confidential Information. Following termination of this Reseller Agreement, Partner shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties without the prior written permission of FlomboNet. For the avoidance of doubt, any information generated or obtained by FlomboNet or its products and services from a Lead will be FlomboNet Confidential Information, and Partner may not store, link or associate such data in any form.
Partner will not issue any press release or other public communication relating either to FlomboNet or this Reseller Agreement without the express prior written consent of FlomboNet.
Partner's participation in the Reseller Program shall mean an acceptance of this Agreement. FlomboNet reserves the right to terminate the participation of any Partner at its sole discretion.
THE FLOMBONET PRODUCTS AND SERVICES ARE PROVIDED "AS IS". FLOMBONET DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE DESIGNATED FLOMBONET PRODUCTS AND SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, FLOMBONET DISCLAIMS ALL WARRANTIES WITH RESPECT TO DESIGNATED FLOMBONET PRODUCTS AND SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. FLOMBONET WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH TERMINATION OF THIS RESELLER AGREEMENT.
FLOMBONET WILL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS RESELLER AGREEMENT OR FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF FLOMBONET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.