Reseller Obligations. (a) Reseller will build, maintain and manage the online order pages of the Managed Site (the "Order Pages") to process orders for Vendor Products both for electronic software download ("ESD") and for physical delivery. The structure of the Order Pages shall be based on Reseller's standard templates, but the graphical content, including the Customized Content will be subject to the approval of Vendor. All buttons, links and labels for the Managed Site shall be labeled McAfee Mall, McAfee Store or other designation approved by Vendor.
(b) Reseller will be responsible for supporting Vendor Clients in the purchase and download process from the Managed Site, but will not otherwise provide product or technical support. Reseller will exercise all commercially reasonable efforts to distribute the most current version of Vendor's Products and other products which Vendor makes or desires to make available from the Managed Site.
(c) Reseller will provide for financial and tax reporting for all activity on the Managed Site in accordance with Exhibit "A".
(d) Reseller shall undertake export and licensing restriction management in accordance with the requirements set forth in the Co-Hosting Agreement and the Reseller Agreement, which export and licensing restriction requirements are incorporated herein by reference. Reseller shall comply with all applicable laws in connection with the operation of the Managed Site, including without limitation, laws relating to the use of information concerning Vendor Clients. Subject to the Reseller's rights set forth in Section 5(c) of this Agreement, Reseller shall also comply with Vendor's on-line privacy policies to the extent commercially reasonable upon written notice of such policies.
(e) Vendor shall be responsible for all credit card fraud activity committed on the Managed Site. The initial risk procedures for the Managed Site are set forth on Exhibit "C" attached hereto. The risk procedures shall be a subject in the quarterly meetings between the parties described in Exhibit "A".
(f) Reseller shall cooperate and work with Vendor in accordance with the terms of the Miscellaneous section of Exhibit "A".
Reseller Obligations. 4.1. Reseller agrees to sell products to end users only. Sales to other resellers or dealers are not permitted.
4.2. Reseller shall use its best efforts to promote and sell products. But reseller shall not publish, through newspapers, magazines, websites, in-store advertising or any other media, products at a price lower than the agreed upon MAP.
4.3. Reseller shall act as a totally independent entity and no contract of employment or agency shall be created by virtue of this agreement.
4.4. Reseller shall maintain an adequate inventory of products to properly fulfill the anticipated demands of the end users.
4.5. Reseller undertakes to avoid any activity, which to its knowledge is detrimental to ShopperPlus interest, reputation and good will and to use its best endeavors to promote the goodwill of ShopperPlus.
4.6. Reseller shall defend, indemnify and hold harmless ShopperPlus from and against any and all suits, infringement, legal proceedings, claims, demands, damages, liabilities, losses, fines, penalties, costs and expenses including reasonable legal fees
Reseller Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Reseller undertakes to the Supplier that it shall during the Term:
4.1.1 act fairly and reasonably in all dealings with Users;
4.1.2 not act in such a way as to cause a degradation of service to any of the Supplier’s other
4.1.3 not lose or cause the Supplier and any company within the Supplier’s group of companies to lose or breach its authorisation to act as a public communications provider;
4.1.4 market and resell the Services using such skill and care as may reasonably be expected of a highly competent marketer and reseller of similar services;
4.1.5 keep complete and proper books of account and records in compliance with any requirements that apply to the Reseller under Applicable Law;
4.1.6 promptly provide the Supplier with such assistance and information as it may reasonably require from time to time to comply with its obligations under this Agreement, and in order to verify that the Reseller is complying with its obligations under this Agreement;
4.1.7 be responsible for obtaining and keeping in force any authorisations, licences, permits or consents necessary or required either by Applicable Law, or for marketing, receiving, using or reselling any of the Services;
4.1.8 take all reasonable steps to prevent the misuse of the Supplier Network including sending, storing, uploading, downloading, reproducing or knowingly receiving using or re-using any offensive, obscene, menacing, abusive, defamatory or illegal material or in a manner which is either fraudulent or infringes the rights of any person;
4.1.9 not use or permit the Services to be used for any illegal, fraudulent, immoral or unlawful purpose, or any purpose other than that for which the Services are provided;
4.1.10 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.11 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.12 procure for and provide the Supplier with such access to any premises, systems and networks as the Supplier may rea...
Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information.
(b) In the event this Agreement is terminated for any reason...
Reseller Obligations a) Reseller will conduct its business in a manner that reflects favorably upon the Products and Vendor. Such marketing, promotion, sublicensing and distribution shall be performed in accordance with all applicable laws. Without limitation on the foregoing, Reseller will comply with all laws relating to the privacy of Internet users.
Reseller Obligations. During the Term of this Agreement, Reseller shall:
a. use its best efforts to display, promote, demonstrate, market, and sell the Products;
b. comply with additional terms of sale as otherwise provided by Company and as such terms may change from time to time by Company in its sole discretion;
c. not sell or otherwise promote, advertise, market, or provide the Products outside of the Territory;
d. not obscure or alter in any fashion the serial number on any Product or its packaging;
e. promptly respond to all communications and correspondence from Company and to comply with all reasonable guidelines, policies, and procedures issued by Company from time-to-time; and
f. conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations, Distributor agrees not to engage in any unfair trade practices.
Reseller Obligations. During the term of this Agreement, Reseller shall:
a. Use its best efforts to display, promote, demonstrate, market, and sell the Products;
b. Maintain qualified personnel with knowledge of the specifications, features and use of the Products;
c. Not commingle its inventory with that of other resellers;
d. Maintain adequate and reasonable physical inventory, in its own warehouse, for all Products it offers for sale;
e. Adhere to and comply with all pertinent laws, regulations and ordinances applicable to taking orders or conducting business over or through the Internet; and
f. Comply with the terms and conditions set forth in this Agreement.
Reseller Obligations. 2.1 The Reseller Partner shall draft list of Merchants identified as potential clients of VIVA PAYMENTS including their full data (Merchant’s name, Tax Registration No, Address, Activity) and submit the list to VIVA PAYMENTS, (hereinafter the “List”), on a quarterly basis. VIVA PAYMENTS shall inform the Reseller Partner within a period of two weeks whether it approves the cooperation with the Merchants included in the List. It is explicitly agreed that VIVA PAYMENTS is entitled to reject at its sole discretion and without any justification, any Merchants of the submitted List.
2.2 The Reseller Partner acknowledges that acceptance and activation of a Merchant by VIVA PAYMENTS for the provision of Acquiring and Issuing Services is subject to conclusion by Merchants: a) of the VIVA PAYMENTS Services Agreement by accepting its terms published in VIVA PAYMENTS Site; b) registration as a Professional User; c) activation of the Viva Wallet Account; and d) completion of the Onboarding and KYC Process.
2.3 The Reseller Partner shall use its best efforts to refer to VIVA PAYMENTS and facilitate orders from interested Merchants by a) submitting the List and any other reasonable information that may be required by VIVA PAYMENTS, according to the instructions of VIVA PAYMENTS, and b) upon approval of the Merchants by VIVA PAYMENTS, providing assistance, as provided for in 2.6 below, to the Merchant for enrollment process on xxx.xxxxxxxxxx.xxx for the creation and activation of Viva Wallet Account,. Reseller Partner’s failure to timely and properly complete all of the obligations listed above, may in VIVA PAYMENTS’s discretion result in VIVA PAYMENTS assuming sole responsibility with respect to such Merchant which would thereby relieve VIVA PAYMENTS from any obligation to pay any fees to Reseller Partner.
2.4 The Reseller Partner will be entitled to a fee during the term of the present Agreement, under the terms herein, only if the following prerequisites are fulfilled cumulatively: a) submission of the List to VIVA PAYMENTS as described under 2.1 and 2.3 above, b) approval of the Merchant by VIVA PAYMENTS, c) successful cooperation between VIVA PAYMENTS and the Merchant pursuant to the terms of 2.2 above and
(d) the Approved Merchant performs one (1) successful Transaction within one month from activation of the Viva Wallet Account. After the completion of the above steps, VIVA PAYMENTS shall inform the Reseller Partner respectively.
2.5 The Reseller Partner shall stay...
Reseller Obligations. 4.1 Reseller is licensed hereunder to Resell the Software and Services only to End-Users in the Territory during the Term and only in accordance with and subject to the terms and conditions of (i) this Agreement, as between Anchore and Reseller, and (ii) as between Anchore and the applicable End User, the applicable End-User Agreement. Reseller will cause sufficient personnel to become proficient in the market fit, value proposition, and the competitive differentiation of the Products and Services such that Reseller can comply with its obligations hereunder.
4.2 Reseller will have the authority to Resell the Software and Services only to End-Users and only under the terms and conditions of the applicable End-User Agreement. Reseller shall ensure that the applicable End-User Agreements are passed through to the End-User and that such End-User understands that its access to, use of, and other activities in connection with the Software and Services are governed by the applicable End-User Agreement. Reseller will not, and will not allow any other entity or individual utilized by Reseller in connection with this Agreement (collectively, “Reseller Personnel”), to make or offer to make any alterations to the End-User Agreements. Reseller (i) will be liable to Anchore for all acts and omissions of any Reseller Personnel (i) that constitute negligence or misconduct or (ii) which, if performed or not performed, as the case may be, by Reseller, would constitute a breach of or default under this Agreement by Reseller and (ii) will cause all Reseller Personnel to comply with all of Reseller’s obligations, agreements, covenants, representations, and warranties hereunder.
4.3 In no event will Reseller (i) make any statements, promises, warranties or representations concerning the Products and Services that differ from, exceed, or are inconsistent or conflict with the Products- and Services-related marketing materials or technical specifications provided to Reseller by Anchore for use in connection with Reseller’s Resell activities hereunder or (ii) bind Anchore to any obligation, undertaking, or performance with respect to the Products and Services.
4.4 In no event will Reseller reproduce, copy or alter any Products or Services or any portion thereof, without the prior express written consent of Anchore.
4.5 Reseller represents and warrants to Anchore that: (a) Reseller will not make any representation or warranty on behalf of Anchore; (b) Reseller will not create any ob...
Reseller Obligations. Except as otherwise directed or approved by advance written notice to the Reseller from Navico or otherwise expressly permitted by this Agreement, the Reseller shall, at its own expense, do each of the following:
(a) display, promote, demonstrate, market and sell the Products;
(b) promptly and effectively respond to questions from (i) actual and prospective End-Users of the Products, (ii) the Authorized Dealers and Authorized Distributors, and (iii) Navico, including without limitation questions and requests from Navico regarding any or all of the customers of the Reseller;
(c) maintain a staff of competent sales personnel who are trained to describe, demonstrate and sell each of the Products;
(d) represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation or integrity or goodwill of Navico and the Products;
(e) promptly transmit to each individual and entity communications from Navico as Navico designates;
(f) maintain and stock (i) an adequate supply of the Products to satisfy the demand of its customers; and (ii) a representative sample of all Products;
(g) comply with the Terms of Sale set forth in Navico’s Master Program Book for orders fulfilled by Navico;
(h) provide quality post-sale support for all End-Users that purchase the Products; and
(i) avoid any illegal or unethical actions, including without limitation “bait and switch” practices, and conduct and maintain at all times its operation in compliance with all applicable Federal and State Laws and regulations, FTC consent orders, county and city ordinances and regulations and any other applicable law, regulation or ordinance. Reseller agrees not to engage in any unfair trade practices. Reseller agrees to comply with all applicable export or import control laws and regulations, anti-boycott laws and regulations, taxes, customs or tariffs regulations, economic sanctions, and anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”). Reseller may not bribe, corruptly pay, offer to pay, or give anything of value to any foreign government official, foreign political party, foreign political candidate, an employee of a wholly or partially state-owned enterprise, any public international organization official or any other person with the knowledge that the payment, promise or gift will be passed on to any of the foregoing, in order to influence an official act or decision that wi...
