Reseller Agreement

This agreement (“Agreement”) is entered into between True Media Innovation, LLC dba eBar Solutions (“eBar Solutions”) an Arizona company having offices at 3426 E Rockwood Dr. Phoenix, AZ and ‘Your Company Name’ (“Reseller”) an ‘Company State’ company.

Whereas, eBar Solutions sells products related to website, blog and social profile design as well as services related to the online promotion of such products;

Whereas, Reseller is in part in the business of reselling before mentioned products and services;

Whereas, eBar Solutions desires to engage Reseller for the purposes of selling eBar Solutions products and associated services in the United States and Canada; and

Therefore, in consideration of the following conditions set forth in this Agreement, the parties agree to the following.

1. DEFINITIONS

“Customer” means an end user of a Product.

“Products” means the products in eBar Solutions then-current product offerings available on www.eBarSolutions.com. eBar Solutions may add to, delete from, or otherwise modify the Products on www.eBarSolutions.com at any time.

“Services” means the services in eBar Solutions then-current service offerings available on www.eBarSoltuions.com. eBar Solutions may add to, delete from, or otherwise modify the Services on www.eBarSolutions.com at any time.

“Territory” means the United States of America and Canada.

2. PRODUCT AND SERVICE TERMS

APPOINTMENT. eBar Solutions hereby appoints Reseller, and Reseller accepts such appointment, to act as a non-exclusive reseller of Products and Services only to Customers located in the Territory. Sale of Products to other resellers or Reseller’s affiliates is strictly prohibited.

3. ORDERING, PAYMENT AND PRICING

3.1 ORDERS. Orders shall be placed through eBar Solutions website, www.eBarSolutions.com, shopping cart. Upon initial payment for first design project an eBar Solutions account will be created.

3.2 PAYMENT. Payments on orders will be due and payable in full by Reseller before any work by eBar Solutions will commence.

3.3 PRICING. The prices paid by Reseller to eBar Solutions for Products and Services shall initially be as set forth in eBar Solutions website, www.eBarSolutions.com. Specialty or customized products and services will be quoted via a custom proposal on a case by case basis. At such time as Reseller has sold $10,000 USD of eBar Solutions Products and or Services a 15% discount will be attributed to future orders. eBar Solutions shall have the right, at any time, to change, alter, or amend Product and Service prices upon written notice. Prices are exclusive of all taxes, insurance, and shipping and handling charges, which are Reseller’s sole responsibility

4. RESELLER CODE OF ETHICS

4.1 RESELLER COVENANTS. Reseller will: (i) make no false or misleading representations with regard to eBar Solutions Products or Services (ii) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of eBar Solutions Products or Services that are inconsistent with the information provided on the website www.eBarSolutions.com.

4.2 RESELLER CLIENT PROTECTION. eBar Solutions resolves to at no time inform Reseller’s Customers as to eBar Solutions participation as the primary Product and or Service provider, thereby keeping the Products and Services on a White Label status to be presented by Reseller.

5. SUPPORT AND CONSULTATION

5.1 INITIAL CONSULTATION. eBar Solutions shall provide free consultation to Customers in order to facilitate the sale of Products and Services on behalf of Reseller under Reseller company name.

5.2 INITIAL SUPPORT. eBar Solutions shall provide initial reasonable telephone and online technical support to Customer upon completion of initial services provided under Reseller company name.

5.3 SUPPORT OF CUSTOMER BY RESELLER. Reseller shall be the sole provider of Customer support.

5.4 SUPPORT OF RESELLER BY EBAR SOLUTIONS. eBar Solutions shall provide reasonable telephone and online technical support to Reseller during eBar Solutions standard business hours throughout the term of this Agreement, to assist Reseller in the use and sales of eBar Solutions Products and Services and to aid Reseller in fulfilling its support obligations to its Customers.

5.5 CONTINUING SUPPORT. Further support will be made available only by initiating an agreement met by both eBar Solutions and Reseller for a monthly service fee for continued Customer Support under Reseller company name.

6. TERM AND TERMINATION

6.1 TERM. This Agreement shall commence on the Effective Date and
continue for twelve (12) months thereafter unless terminated earlier as provided herein.

6.2 TERMINATION WITHOUT CAUSE. Reseller or eBar Solutions may terminate this Agreement without cause, at any time, by written notice to the other party not less than thirty (30) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed canceled, and eBar Solutions and Reseller hereby waive all claims against the other in connection with the cancellation of such orders.

6.3 TERMINATION FOR BREACH. eBar Solutions may terminate this Agreement, for cause, by written notice to Reseller not less than ten (10) days prior to the effective date of such notice in the event that: (i) control of Reseller is acquired, directly or indirectly, by a third party, or Reseller is merged with a third party. Upon giving its notice of termination, eBar Solutions may alter its terms of sale and take such other action as may be consistent with the termination of Reseller as an authorized eBar Solutions Reseller.

6.4 TERMINATION/EXPIRATION ACCOUNTING. All amounts payable by Reseller to eBar Solutions shall survive termination and become immediately due and payable.

7. WARRANTY

EXPRESS DISCLAIMER. eBar Solutions MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE Products and Services. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.

8. LIMITATION OF LIABILITY.

THE LIABILITY OF eBar Solutions ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUPPLY OF Products and Services HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY Reseller TO eBar Solutions FOR THE Products GIVING RISE TO SUCH DAMAGES, AND SHALL IN NO EVENT INCLUDE LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF eBar Solutions IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

9. CONFIDENTIALITY

The parties agree to maintain the confidentiality of information relating to products, sales data, and other business information shared by the parties and not generally known to the public, as set forth in the Non-Disclosure Agreement executed by the parties on, which is incorporated herein by reference.

10. INDEPENDENT CONTRACTORS

In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

11. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Arizona (other than its conflicts of law principles). The parties hereby consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in Maricopa County, Arizona.

11. MODIFICATION AND WAIVER

No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

12. ENTIRE AGREEMENT

This Agreement and the exhibits attached hereto constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

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