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Additional Terms & Conditions for Resellers
This Additional Terms & Conditions Agreement for Resellers (the "Reseller Agreement" or "Agreement") is applicable to individuals or companies ("You") who are engaged in the business of buying services from ISOMEDIA, Inc., ISOMEDIA.COM LLC, and all other ISOMEDIA Inc. entities ("ISOMEDIA"), and reselling (or providing free of charge) all or part of those services to any third party.
This Reseller Agreement is a subsidiary contract between You and ISOMEDIA which is hereby integrated into and considered a part of the Master Terms & Conditions Agreement (the "Master Agreement").
This Reseller Agreement specifies additional terms and conditions You accept and agree to abide by when reselling (or providing free of charge) any service provided by ISOMEDIA to any third party. In addition, additional subsidiary agreements may also be integrated into this Reseller Agreement through the Master Agreement depending on which ISOMEDIA provided services You resell.
If You do not agree to be bound by the terms and conditions in this Reseller Agreement and the Master Agreement, do not resell ISOMEDIA's site or services.
Time is of the essence with regard to all terms and conditions in this Reseller Agreement.
The Master Agreement describes the process and procedure for making updates to this Reseller Agreement.
If any part of this Agreement is found to be unenforceable or unlawful, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
Continuing to resell services provided by ISOMEDIA following ISOMEDIA's posting of any changes to this Reseller Agreement or the Master Agreement will constitute Your acceptance of such changes or modifications. If You do not agree to any such changes, do not continue to resell the services.
A current copy of this Reseller Agreement, the Master Agreement and all subsidiary agreements can be found at:
http://www.isomedia.com/internet_index/terms_internet_index.shtml. The version of this Reseller Agreement stored at that URL is considered the current and binding version.
Additional terms and conditions applicable to You as a reseller are as follows:
1) You must enter into a written contract with each and every party to whom You resell (or provide without cost) ISOMEDIA services, specifying that You are reselling services provided by ISOMEDIA, and that contract must include the following text, exactly as written here:
ISOMEDIA PROVIDES ITS WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ISOMEDIA FURTHER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT FOR THE SERVICES AS PROVIDED. ISOMEDIA FURTHER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR.
IN NO EVENT SHALL ISOMEDIA BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, OR INTENTIONALLY OR NEGLIGENTLY, THE USE OF ISOMEDIA'S SITE, SERVICES OR THIS AGREEMENT.
ISOMEDIA'S LIABILITY TO ANY USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAID TO ISOMEDIA IN THE TWELVE MONTH PERIOD DIRECTLY PRIOR TO THE ACTION GIVING RISE TO ALLEGED LIABILITY, OR (B) $100.
2) You must require that any and all parties You resell ISOMEDIA services to agree to the terms of the ISOMEDIA Master Agreement.
3) You agree to indemnify and hold harmless ISOMEDIA, its owners, officers, directors and staff against any claim or action arising from the operation of Your business or any equipment under Your control.
4) You agree that You are an independent contractor and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Reseller Agreement or the use of ISOMEDIA sites or services.
5) You agree not to use ISOMEDIA's trademarks, trade dress, or any other aspect of ISOMEDIA's brand identity (or those of any ISOMEDIA affiliate) without explicit written permission, and that such permission must be granted prior to the use of any such content, and may be withheld by ISOMEDIA for any reason at its sole discretion.
6) You agree that any billing or other financial transaction conducted between You and Your customers is wholly separate from Your obligation to ISOMEDIA, and that no delay or alteration of any outstanding account balance owed by You to ISOMEDIA will be affected by Your ability to in turn collect monies owed to You by Your customers.
7) You agree that ISOMEDIA shall have no obligation to enforce your separate terms of service or contractual arrangements with any third party.
8) You agree not to encumber or seek to encumber ISOMEDIA, or any ISOMEDIA service or facility with any agreement or relationship with any third party, and you agree not to attach or seek to attach ISOMEDIA to any litigation or arbitration procedure.
9) You agree that no exclusive arrangement exists between You and ISOMEDIA, or between Your customers and You and ISOMEDIA, and that ISOMEDIA may solicit and engage in any business, at any time, for any amount, without any other condition, and without any approval by You, with Your customers, including switching any and all services You are providing as a reseller to a direct relationship with ISOMEDIA, without any compensation to You.
10) You agree not to resell any ISOMEDIA service to any third party without the written permission of ISOMEDIA and that such permission must be granted prior to the solicitation of an offer to resell any such services, and such permission may be withheld by ISOMEDIA for any reason at its sole discretion.
Without limiting any other remedies, if You fail to adhere to the above Terms & Conditions, ISOMEDIA may, at its discretion, suspend or terminate any and all services ISOMEDIA is providing to You. You specifically waive Your right to sue or ability to subrogate those rights for any losses. If You and ISOMEDIA enter into a separate service agreement that provides for a different termination process, that process will explicitly acknowledge and supercede this paragraph. |
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