Reseller Terms and Conditions:
This Reseller Agreement (the “Agreement”) is executed as of (Date), by Invinc-A-Kid, a Texas entity (hereinafter referred to as "Website") and (Your Name), an independent contractor (hereinafter referred to as “Reseller,” and together with Website, the “Parties”). Reseller is authorized to re-sell and distribute products available at www.invincakid.com/catalog, and recruit/refer other Invinc-A-Kid resellers in accordance with the terms set forth herein.
Invinc-A-Kid hereby grants the Reseller the right to purchase & re-sell the products available on the Website within continental US, as long as all Agreement requirements are met. Invinc-A-Kid agrees to supply products to the Reseller or referred parties, based on orders placed at www.invincakid.com/catalog, (hereto the “Website”). Product orders will be processed and shipped to the Reseller in the order received, and a record of all transaction data will be stored by Invinc-A-Kid for billing and account reconciliation purposes. Reseller agrees to order all products via the Website using the dedicated login provided by Invinc-A-Kid, sypply Invinc-A-Kid with W-9 form, and pay own sales tax as a W-9 contractor. Reseller is responsible for providing payment at the time of order, and order refunds and exchanges will be allowed as an exception if a product is reported deffective by the end user upon receipt.
Fees. Reseller agrees to pay to Invinc-A-Kid a start-up fee of $99.00 USD. This fee will entitle Reseller to a complete Reseller Resources Kit that includes product samples, a product order form, a lead generation tip sheet, an online resources summary and other sales materials. Invinc-A-Kid steps to ensure that the Website is running at all times, provided, however, the Website may experience reasonable amounts of downtime for any maintenance or updating.
RESELLER DISCOUNTS AND REFERRAL BONUSES. Invinc-A-Kid shall discount each order submitted by the Reseller via the Website according to a Discount Schedule, hereto the “Discount Schedule”, based on individual order volume, as defined in Exhibit A.
Referral Bonus. Reseller will receive a referral bonus of $50 USD for each reseller he or she refers to Invinca-A-Kid. This bonus will be payable once the referred party has signed their Reseller Agreement and submitted the start-up fee of $99.00 USD to Invinc-A-Kid.
Term. The Agreement shall be effective as of the date first set forth above and shall continue for an initial term of 6 months (the “Initial Term”), unless terminated prior to such time in accordance with this Section.Termination of Agreement.This Agreement may be terminated at at any time without a written notice. Such termination will not, however, affect the liabilities or obligations of the parties under this Agreement that occurred prior to such termination.
Scope of License. Neither the Reseller nor Invinc-A-Kid shall infringe on the other’s licenses, images, trademarks, service marks, logos or any other right unless otherwise indicated in this Agreement.
Limited Liability. Under no circumstances shall Invinc-A-Kid or it's Directors & Suppliers be liable for any indirect, incidental, special or consequential damages arising from or in connection with the transmission, or resulting from unauthorized access to the data transmitted to the Reseller, including but not limited to, damages for lost profits, use, data or other intangibles, even if Invinc-A-Kid has been advised of the possibility of such damages.
DISCLAIMERS. Invinc-A-Kid makes no express warranties or representations that the operation of the Website will be uninterrupted or error-free, and Invinc-A-Kid will not be liable for the consequences of any interruptions or errors. Further, Invinc-A-Kid makes no express warranties or representations to the Reseller, including but not limited to, any implied product warranties of merchantability or fitness for a particular purpose.
Status of Independent Contractor. Reseller shall not make any statement, whether on its website or otherwise, that would contradict anything in this Section. As an independent contractor, Reseller agrees to the following terms:
(a) This Agreement may not be altered in any way whatsoever or rewritten and used to change the discount structure. Altering this structure or using a separate agreement to independently recruit/pay other Resellers is strictly prohibited and will result in immediate Agreement termination.
(b) Reseller shall not publish unapproved website, discussion group or message board content without prior written consent from Invinc-a-Kid.
(c) Reseller agrees to adhere to all applicable spam laws by sending e-mail ads/solicitations in accordance with accepted permission-based e-mail guidelines. Violation of spam laws is grounds for immediate termination of this Agreement. For information on spamming and to review current laws, consult www.spamlaws.com.
(d) Reseller agrees that, throughout the term of this Agreement and any renewals of the Agreement, and for a period of 12 months after termination of this Agreement, Reseller shall not (i) solicit in competition with Invinc-A-Kid any customer that was procured by Reseller for Invinc-A-Kid, (ii) attempt to induce any Invinc-A-Kid customer that was procured by Reseller to cease obtaining products from Invinc-A-Kid, (iii) attempt to directly represent or sell any products from any manufacturer with whom Invinc-A-Kid has an existing contractual agreement, or (iiii) attempt to induce any other Invinc-A-Kid reseller to terminate his or her relationship with Invinc-A-Kid.
(e) Reseller understands that Invinc-A-Kid may at any time (directly or indirectly) solicit other reseller or channel partners on terms that may differ from those contained in this Agreement.