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PRO WEB BUILDERS RESELLER AGREEMENT

Last Revised: February 02, 2011

This Reseller Agreement (this “Agreement”) is entered into by and between Try Switch Ltd trading online as ProWebBuilders.Com. (“ProWebBuilders.Com” or the “Provider”) and you (“You” or the “Reseller”) and is made effective as of the date of electronic execution (the “Effective Date”). This Agreement sets forth the terms and conditions under which You may purchase ProWebBuilders.Com products and services through ProWebBuilders.Com Reseller Program (the “Services” or the “Reseller Services”) and sell them to Your own customers, and represents the entire agreement between You and ProWebBuilders.Com.  By purchasing the Services, You acknowledge You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new different or additional terms and conditions hereto, including, but not limited to, ProWebBuilders.Com Universal Terms of Service and ProWebBuilders.Com Privacy Policy, which are incorporated by reference and may be found here.

Reseller acknowledges and agrees that ProWebBuilders.Com may modify this Agreement from time to time and at any time in order to ensure that ProWebBuilders.Com are in compliance with applicable law.
By entering into this Agreement, Reseller agrees to be bound by the terms and conditions of this Agreement for (a) any transactions entered into by Reseller, (b) any transactions entered into by anyone acting on behalf of Reseller, and (c) any transactions entered into by anyone using the account hereby established by ProWebBuilders.Com, whether or not the transactions are on behalf of Reseller.

SERVICE DETAILS
Subject to the terms and conditions of this Agreement, ProWebBuilders.Com grants You a non-exclusive, non-transferable license to resell the Services worldwide. Your ProWebBuilders.Com Reseller account or site is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business.
Subject to the terms and conditions of this Agreement, Reseller acknowledges that prices and Transaction Fees (as hereinafter defined) are subject to change from time to time.

Service Pricing 
ProWebBuilders.Com will provide its Services to You according to the ProWebBuilders.Com price catalog. You may set Your own prices at anytime if you want to.

Fraudulent Transactions
Reseller agrees to hold ProWebBuilders.Com harmless and to indemnify ProWebBuilders.Com for and against transactions processed by ProWebBuilders.Com on behalf of Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain registration or transfer process, or from the use of stolen or misappropriated credit cards.

COMMISSION PAYMENTS

Commission Payments for Resellers.
The payout date is the date that the Commission Payment is sent to You. Commission Payments may be paid by PayPal®.

PayPal
Resellers utilizing PayPal will be paid out monthly on the twenty-fifth (25th) day of the month. Should the twenty-fifth (25th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twenty-fifth (25th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. One hundred euro (€100.00) minimum threshold is required before payment will be made to those accounts. If the payment amount exceeds $20,000.00, it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for Your country, to ensure Your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of the reseller and will be deducted from Your Commission Payment.
Charge Backs
In the event of a credit card charge back, ProWebBuilders.Com will deduct the amount of the credit card charge from Your Commission Payment. In the event that charge back experience is high, as determined by ProWebBuilders.Com, ProWebBuilders.Com reserves the right to hold back twenty percent (20%) of monthly Commission Payments for ninety (90) days from the date the Commission Payment was to be paid.

TERM
This Agreement is in effect for one (1) year from the Effective Date of this Agreement and will automatically renew for one (1) year increments. Reseller agrees ProWebBuilders.Com may modify this Agreement from time to time. Reseller agrees to be bound by any changes ProWebBuilders.Com may reasonably make to this Agreement when such changes become effective. Should Reseller elect to cancel Reseller’s agreement with ProWebBuilders.Com, Reseller will not receive a refund for any fees Reseller may have paid to ProWebBuilders.Com. Upon termination, all customers will default to ProWebBuilders.Com.

As a reseller of our services, you are agreeing to abide by the following conditions. Any changes to this agreement must be made in writing and the details of this agreement; supersedes all other agreement made either orally or otherwise.

  • We will provide you with a 4 page bespoke website built to the customer’s specification with a content management system that will allow the customers to make textual changes to their website without the knowledge of complex html scripting.

  • In order to qualify for the 4 page basic website design valued at €495.95 for the price listed on our website, you must register your web hosting account through us and also register or transfer your existing domain name to us.

  • We will design a 4 basic page website with a content management system for you [CMS] but a fee will be charged for additional pages based on the type of page either a dynamic with flash elements or static page.

  • You or your client will follow our design schedule of 10 days for the website delivery that comes with 1 review where the customer must comeback to us with changes within 48 hours if any or we assume they are happy with the work the way it is and move on to the next stage of the development work to allow us meet our project deadlines.

  • Quotes for any additional job will be sent to you and paid for in full before we will commence the development job.

  • All our design and development jobs come with our Iron Clad 12 month’s guarantee!  We will fix any problem that relates to the existing job for no additional cost unless it is a case where a customer by mistakes deletes or messes around with codes they are not suppose to.

  • Your 4 page web design is subject to your 12 months procurement of the basic web hosting plan from us and no refunds will be given to you once the web design job has been delivered.

  • It is the customer’s responsibility to provide the content and suitable images for their website design. In a situation where the customer fails to provide images, we will provide one for them based on availability.

  • If the customer wants an image that we do not have access to or that is a premium image, they must agree to pay the fee that is associated with acquiring it and in a case where they cannot write their content, we can help them with content writing for a fixed and agreed charge.

  • We agree to set up all emails addresses associated with the customer’s website during the design stage for free. Any email setup requested after the design has been completed will incur an additional charge.

  • The customer is responsible for the security and safe keeping of their password and information related to their emails. If they loose access to their email account because of wrong passwords, we cannot be held liable.

  • You agree to respect the intellectual property and brand of our business. At no time will you or your agent represent us without our written permission.

  • You are liable for all issues and agreement between you and your customers.

  • If a customer fails to renew their hosting plan and their website is deleted, it will cost them a set fee for us to set it up again after the renewal has been done.

  • All correspondence with respect to the customer’s job and communication must be done in writing any other method might attract a fee.

 

TERMINATION
Either party may terminate this Agreement for a material breach of contract by the other party that has not been cured within ten (10) days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with thirty (30) days written notice. Upon termination, all customers will default to ProWebBuilders.Com.

RESTRICTION OF SERVICE; RIGHT OF REFUSAL
Reseller agrees that ProWebBuilders.Com, in its sole discretion and without liability to Reseller, may terminate this Agreement if Reseller is found to be using ProWebBuilders.Com Services in association with unsolicited commercial email (“spam”) or morally objectionable activities. Morally objectionable activities will include, but not be limited to:

  • activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
  • activities prohibited by the laws of the Irish State and/or foreign territories in which Reseller conducts business;
  • activities designed to encourage unlawful behaviour by others, such as hate crimes, terrorism and child pornography;
  • activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
  • activities designed to impersonate the identity of a third party; and
  • activities designed to harm minors in any way.

In the event ProWebBuilders.Com terminates this Agreement for spam or morally objectionable activities, no refund will be issued.

CUSTOMER AGREEMENTS
Reseller is required to ensure that Reseller’s customers agree to comply with the standard agreements provided to Resellers for each product or service they purchase from Reseller.

CUSTOMER NOTICES
If there are any recalls or retrofits of products, Reseller will assist ProWebBuilders.Com in notifying Reseller’s customers.

UNAUTHORIZED USE
Upon the discovery of any unauthorized use or copying of ProWebBuilders.Com products or services, Reseller will immediately notify ProWebBuilders.Com. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the legal proceedings.

TERMS OF CONFIDENTIALITY
Reseller agrees that Reseller will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of ProWebBuilders.Com Confidential Information. “Confidential Information” means nonpublic information that ProWebBuilders.Com designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Reseller. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any of ProWebBuilders.Com products, ProWebBuilders.Com business policies or practices, and information received from others that ProWebBuilders.Com is obligated to treat as confidential. Confidential Information does not include any information, however designated, that: is or subsequently becomes publicly available without Reseller’s breach of any obligation under this Agreement; became known to Reseller prior to disclosure under this Agreement; became known to Reseller from a source other than ProWebBuilders.Com other than by the breach of an obligation of confidentiality owed to Reseller; or is independently developed by Reseller. This obligation shall last three (3) years after the termination of Your reseller agreement with ProWebBuilders.Com.

PRIVACY
Reseller agrees to be bound by the Privacy Policy of ProWebBuilders.Com in its dealings with customers and others and to post the Privacy Policy provided to Reseller by ProWebBuilders.Com on Reseller’s home page. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement.

BRANDING
ProWebBuilders.Com authorizes Reseller to brand the services by using Reseller’s name and logo along with Reseller’s name and logo.

CUSTOMER SUPPORT SERVICES
ProWebBuilders.Com will provide its standard customer support services (a) to Reseller and (b) to Reseller’s customers if Reseller so chooses. 

NOTICES
Reseller agrees that all notices (except for notices concerning breach of this Agreement) from ProWebBuilders.Com to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with ProWebBuilders.Com or mailed first class postage to the postal address Reseller has on file with ProWebBuilders.Com. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to ProWebBuilders.Com shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

ProWebBuilders.Com
Att : Reseller Dept.
Bawnogue Enterprise Centre,
Bawnogue Road,
Clondalkin,
Dublin 22,
Ireland.

NO SOLICITATION
Reseller agrees that it will NOT approach ProWebBuilders.Com employees with proposals to hire them as its own employees or contractors. If Reseller were to hire any of ProWebBuilders.Com employees, Reseller agrees to pay ProWebBuilders.Com for each employee hired the greater amount of three (5) years’ salary for that employee as Reseller is to pay such employee, or €200,000.

REPRESENTATION AND WARRANTIES
Reseller represents and warrants that all information provided by Reseller as part of the registration process is complete and accurate. Reseller also represents and warrants that each registration Reseller makes is being done in good faith and that Reseller has no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name.
RESELLER ACKNOWLEDGES AND AGREES THAT PROWEBBUILDERS.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT AND SPECIFICALLY MAKES NO GUARANTY TO RESELLER AGAINST THE POSSIBILITY OF OBJECTION TO, OR CHALLENGE OF, THE REGISTRATION OR USE OF ANY DOMAIN NAME RESELLER REGISTERS IN CONNECTION WITH THIS AGREEMENT.
ProWebBuilders.Com expressly reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of ProWebBuilders.Com, as well as its affiliates, subsidiaries, officers, directors and employees. ProWebBuilders.Com also reserves the right to freeze a domain name during resolution of a dispute.

MODIFICATION
This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process.

ASSIGNMENT
Reseller may not assign its rights or duties under this Agreement to another without the express written consent of ProWebBuilders.Com, which will not be unreasonably withheld. ProWebBuilders.Com may assign its rights and obligations under this Agreement without notice so long as the Services continue to operate as outlined in this Agreement.

INTELLECTUAL PROPERTY
 Reseller agrees that ProWebBuilders.Com and its parent and affiliate companies own the Advanced Programming Interface (“API”) license herein, as well as all other proprietary rights, including but not limited to copyrights, patents, and trade secrets, trademarks, and service marks and that this Agreement does not transfer ownership of any of these rights. ProWebBuilders.Com expressly reserves its rights in and to all such content and materials. ProWebBuilders.Com shall own all proprietary rights in any modifications to the API, whether created by ProWebBuilders.Com, Reseller, users, or a third party. Reseller hereby assigns to ProWebBuilders.Com all proprietary rights, including copyright, patent and trade secret rights, to any modifications created by Reseller. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited license provided below in this section, is granted to Reseller or conferred upon Reseller by this Agreement or otherwise.

Reseller will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. Reseller will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so. Reseller will not modify or cause others to modify the API, without the prior written consent of ProWebBuilders.Com. Except as otherwise explicitly agreed in writing, ProWebBuilders.Com -owned content described in this document may be downloaded, displayed, reformatted and printed for Reseller’s personal, non-commercial use only. Reseller agrees to prevent any unauthorized copying of the API. Content owned by ProWebBuilders.Com advertisers, suppliers or licensors may be subject to additional restrictions. Reseller agrees to use the API and this document only within the scope of their intended business purposes.

Reseller will not use any of ProWebBuilders.Com trademarks or other intellectual property unless specifically authorized by ProWebBuilders.Com, will not register any trademark that is substantially similar to one owned by ProWebBuilders.Com, and will not register or maintain any internet domain names containing trademarked terms owned by ProWebBuilders.Com or its parent and affiliate companies (or domain names confusingly similar thereto.) Reseller shall not use any of ProWebBuilders.Com or its affiliates’ intellectual property in its advertising except as specifically authorized by ProWebBuilders.Com.  Reseller agrees not to use ProWebBuilders.Com or its affiliates’ trademarks, including its web site URLs, as keyword terms in any online advertising campaigns.

Trademark License Guidelines
ProWebBuilders.Com grants Reseller a non-transferable license to reproduce and display on its web site the following trademarks, pending trademarks, and product names (“Marks”) in association with Reseller’s name according to the limited specifications provided in this section: ProWebBuilders®.

Reseller is required to include a small disclaimer on its web site indicating the Marks used and their ownership by ProWebBuilders.Com and its affiliates. Example language: “Third party marks are registered trademarks of their respective owners. All rights reserved.”