Reseller Agreement

RECITALS

  • This Reseller Agreement ("Agreement") is by and between You (the "Reseller") and Just2Cloud and having its registered office at address ("Horman Global Pty Ltd"). This Agreement explains the basis upon which Reseller will offer for resale Just2Cloud products and services including without limitation, the Online Office Services and any other services to be provided by Just2Cloud from time to time (the "Services") to itself and customers of Reseller (each, a "Customer") who purchase one or more subscriptions to the Services (each, a "Subscription"). Just2Cloud and Reseller are each also referred to herein as a “Party” and collectively the “Parties.”
  • By entering into this Agreement, in addition to transactions entered into by Reseller on its own behalf, Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account the Reseller hereby establishes with Just2Cloud (the "Reseller Account"), whether or not the transactions were on Reseller's behalf. Reseller also agrees to be bound by all licenses, including end user license agreements, of products and/or services used in the Services (the "Licenses", and the owners of such Licenses, the "Licensors"), the Just2Cloud Acceptable Use Policy, the Just2Cloud Terms and Conditions of Use, the Just2Cloud End User Agreement, the Just2Cloud Privacy Policy, each as maintained on the Just2Cloud Website (www.Just2Cloud.com), and any applicable agreements, policies, or procedures posted on the Just2Cloud Website, (collectively the "Just2Cloud Policies"), as well as any changes that may be made to the Licenses or Just2Cloud Policies.
  • Reseller expressly acknowledges that the Just2Cloud Policies and Licenses may be updated from time to time by Just2Cloud, and Reseller is responsible for monitoring additions or modifications to Just2Cloud Policies and Licenses. Just2Cloud Policies and Licenses may contain additional restrictions, indemnities or other contractual rights or obligations. Reseller is responsible for having its Customers who purchase Subscriptions agree to the applicable Just2Cloud Policies and Licenses. Reseller is prohibited from modifying any of the Licenses or Just2Cloud Policies;
  • IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT PROCEED WITH REGISTRATION AS A RESELLER.

Terms & Conditions of Reseller

Just2Cloud Service

Just2Cloud provides a web service “Online Office Service” that allows Customers to manage their contact, inventory, account and etc.

In addition to the Online Office Service, Just2Cloud will maintain a “Reseller Control Panel” for purposes of administration of the Reseller Account, to include, among other things, Reseller contact information profile ("Reseller Profile"), sales reporting features and account provisioning features ("Reseller Control Panel", together with the Online Office Service, customer support for the Subscriptions, Support Services and certain other services provided by Just2Cloud under this Agreement, constitute the "Reseller Services"). Just2Cloud reserves the right, in its sole discretion and without notice, to suspend Reseller's access to any of the Reseller Services. Just2Cloud may, from time to time, post communications and make changes to the appearance, functionality, and content of the Services listed here.

Resale of Services

License to sell. Subject to the terms and conditions of this Agreement and subject to the payment by the Reseller to Just2Cloud of the Charges, Just2Cloud hereby grants to Reseller a limited, non-exclusive, non-transferable, revocable, worldwide license to market, resell, and distribute the Services strictly in accordance with the terms hereunder.

Retail Pricing. The retail pricing of Just2Cloud’s Online Office Services is as posted on http://www.Just2Cloud.com/pricing as amended from time to time (“Just2Cloud Retail Pricing”). Reseller to use Just2Cloud Retail Pricing. Reseller charge customer shall not exceed the pricing we set.

Right of Refusal. Just2Cloud reserves the right, at its sole reasonable discretion, to refuse any Subscription or referral of a Customer from Reseller.

No Technology License Grant. Both Parties acknowledge that this is not a technology license agreement and, except as provided herein in this Agreement, it does not give Reseller any right to use any proprietary software or hardware technology or Intellectual Property used, created or developed by Just2Cloud to provide the Services.

Restrictions. Reseller will not, and will not permit any of its Customers or other third party to copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to any of the Services (including, but not limited to, the Software) to ascertain, derive, and/or appropriate for any reason or purpose the source code or source listings for the Services or any trade secret information or process contained in the Software or remove any product identification, copyright or other notices.

Amendment of Services. Just2Cloud may, from time to time and at its sole discretion, add to, modify, suspend or remove any particular service or product, or any aspect thereof, from the list of Services. Certain Services may permit customization or modification requests from Reseller, however, Just2Cloud reserves the right to deny such requests or restrict any customization or modifications for certain Services.

License to Other Parties. Reseller expressly agrees that Just2Cloud may grant to other parties the rights to market, sell, and distribute the Services. Reseller understands and accepts that the grant of such rights to third parties may compete with Reseller’s own marketing, sale, and distribution of the Services.

Publication. For the Term of this Agreement, Just2Cloud may identify Reseller, individually or together with any and/or all other Just2Cloud resellers, as a reseller of Just2Cloud in any form that Just2Cloud elects at its sole discretion.

Just2Cloud Policies. Any resale or use of the Services will be subject at all times to the TOS and the Just2Cloud Policies including without limitation, the Privacy Policy, as applicable. The effective version of the TOS will be the latest version posted at https://www.Just2Cloud.com/terms (or other such URL as designated by Just2Cloud from time to time), and the effective version of the Privacy Policy will be the latest version posted at https://www.Just2Cloud.com/privacy (or other such URL as designated by Just2Cloud from time to time). Reseller will obligate or ensure all of its Customers, and make it a precondition of providing Services to Customers, to agree to the TOS and the Just2Cloud Policies (as applicable). Reseller will ensure that Customers are obligated to agree to the complete, current, and accurate versions of the TOS and the Just2Cloud Policies. Reseller is permitted to obligate Customers to agree to additional terms and conditions, provided that such additional terms and conditions do not conflict with the TOS, the Privacy Policy, Licenses, Just2Cloud Policies or this Agreement.

Billing, Invoicing & Payment

Customer Charges. “Charges” are fees incurred by Customers for Services provided by Just2Cloud.

Billing Cycle. Reseller gets paid every 45 days when your sales earnings are over $100 on 28th of every month. Otherwise we'll pay you 45 days after you've crossed the threshold. Payments are made via PayPal. If you don't have a PayPal, please sign up and let us your PayPal account

Customer Account

Creation. During account creation, Reseller’s account is earning with an amount pro-rated based on the formula:

First Year: Retail Pricing x Number of Users x Month Subscribed x 30%.

Recurring Commission. As long as the customer account remains ‘Active’ 1 year later, Reseller’s account will earn the second & third year commission

Second Year: Retail Pricing x Number of Users x Month Subscribed x 20%. (Same customer account)

Third Year: Retail Pricing x Number of Users x Month Subscribed x 10%. (Same customer account)

Upgrade. Reseller may upgrade Customer Account at any time. During upgrade, Reseller will earn the amount is pro-rated based on the formula:

First Year: (Upgraded Price - Current Pricing) x Number of Users x Month Subscribed Left x 30%

Second Year: (Upgraded Price - Current Pricing) x Number of Users x Month Subscribed Left x 20%

Third Year: (Upgraded Price - Current Pricing) x Number of Users x Month Subscribed Left x 10%

(Retail Pricing of upgraded package x Days remaining in month / Days in month) - Unused credit from earlier package

Downgrade. Reseller may downgrade Customer Account at any time. Downgrades take effect immediately. No refunds are issued for partial usage in the month.

Minimum Monthly Invoice. Just2Cloud reserves the right to charge a minimum monthly fee of US$100 (“Minimum Monthly Fee”). Should the monthly Invoice fall below the Minimum Monthly Fee, Just2Cloud reserves the right but not the obligation to add an adjustment to the monthly Invoice to meet the Minimum Monthly Fee.

Payment Methods. Just2Cloud accepts the following types of payment:

PayPal

Credit Card (VISA, MasterCard, American Express, Discover)

The Reseller shall bear all bank and any other administrative charges related to such payment.

Statements. Just2Cloud does not mail paper invoices or statements. Account billing statements will be sent to Reseller via email.

Taxes. All payments to Just2Cloud shall be free and clear of and without deduction of any tax, withholding, or set-off or counterclaim whatsoever. The Reseller shall bear all goods and services tax payable on the supply of the Services and the resellers Services. Reseller will pay all sales, value-added, goods and services tax and other applicable taxes.

Refund Policy. Just2Cloud will not provide refunds of any Charges for any cancellation of Customer accounts or termination of the Agreement prior to the end of a billing cycle.

Customer Billing. Reseller will provide or ensure provision of billing support to each of the Customers procured by Reseller, including, but not limited to, the Customers procured by Sub-Resellers. Just2Cloud’s only obligation is to provide billing support to Reseller through electronic mail

Records. Just2Cloud may maintain records of all Services provided hereunder. If there is any inconsistency or conflict between Just2Cloud’s records and that of Reseller or any other party (including, but not limited to, Customers or Sub-Resellers), then Just2Cloud’s records will be deemed the accurate and effective records.

Non-Payment. Without limiting any other term of this Agreement, non-payment of money amounts due pursuant to this Agreement (including, but not limited to, Charges) will constitute material breach of this Agreement. All past due and unpaid balances are subject to collection. In the event of collection, Reseller will be liable for costs of collection including attorney's fees, court costs, and collection agency fees

Currency. Unless otherwise expressly stated herein, all money amounts referred to in this Agreement are in United States Dollars.

Calculation and Evidence. The invoice issued by Just2Cloud for the Charges shall, save for manifest error, be conclusive and binding on Reseller.

Other Obligations of Reseller

Good Faith. Reseller will use good faith and commercially reasonable business practices to market, resell, and distribute the Services.

Exclusive Purpose. Reseller will use the Services only for the marketing, resale, and distribution of the Services in accordance with this Agreement and for no other purpose. Non-compliance with this clause will constitute a material breach of this Agreement.

Contact Information. Reseller will provide Just2Cloud with complete and accurate contact information of Reseller, as required by Just2Cloud, and Reseller will ensure that such information is updated and kept current at all times.

Conflicting Agreements. If there is any conflict between this Agreement and any other agreement Reseller may be party to, then Reseller will adhere to all the provisions of this Agreement despite such adherence constituting breach of such other agreement.

Illegal Activity & Abuse. Reseller will not use, nor allow any Customers to use, the Services in a manner that is, or potentially is, illegal, a legal risk to Just2Cloud, generally objectionable in the Internet community, or degrading to the quality, goodwill, reputation, or provision of the Services. Without limiting any other term of this Agreement, breach of this clause will constitute a material breach of this Agreement.

Customers

Customers. A Customer will remain at all times the customer of Reseller unless the Customer subscribes for or otherwise approaches Just2Cloud, or any one of Just2Cloud’s other resellers, for Services without any solicitation from Just2Cloud. Upon such subscription for Services, the Customer will become a customer of Just2Cloud or one of Just2Cloud’s other resellers, as applicable. Under no circumstances will Just2Cloud be obligated to intervene in any dispute of any nature between Reseller and a Customer.

Customer Data. Reseller understands and agrees that any and all information and data about Customers provided for the purpose of using the Services is in the public domain, and that Reseller, Just2Cloud or any other third party may not claim ownership of such data.

Suspension and Termination

Suspension/Termination.

Reseller may terminate this Agreement upon notice if Just2Cloud makes changes to the Agreement, or at any other time with a 30 days’ prior written notice delivered to Just2Cloud. If Reseller does not exercise the right to terminate upon notice of any changes Just2Cloud makes to this Agreement, Reseller agrees to be bound by such changes.

Just2Cloud shall have the right to terminate this Agreement or to suspend Reseller, and/or Customer’s access to Reseller Services and/or Services immediately if the Reseller breaches, fails or refuses to perform or comply with any one or more of its obligations under this Agreement and if such default is not cured within ten (10) days after written notice of such default has been given by Just2Cloud to the Resellers.

Without limiting any other right of termination contained in this Agreement in its entirety, Just2Cloud may immediately terminate this Agreement or suspend Reseller, Sub-Reseller and/or Customer’s access to Reseller Services and/or Services under any of the following circumstances:

If:

Reseller ceases or announce its intention to cease to carry on its business;

Reseller becomes insolvent or is unable to pay its debts as they fall due or suspends or threatens to suspend making payments with respect to all or any class of its debts or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors;

Reseller goes into liquidation or if an order is made or a resolution is passed for the winding up of that party whether voluntarily or compulsorily; or

Reseller has a receiver or receiver and manager or judicial manager appointed over any part of its assets or undertaking.

If Reseller uses any of the Services for, or otherwise engages in, any activity that is:

actually or potentially illegal;

a legal risk to Just2Cloud;

generally and materially considered objectionable in the Internet community; or

otherwise deemed by Just2Cloud (at its sole commercially reasonable discretion) to be material abuse of the Services.

Just2Cloud may immediately terminate this Agreement if Reseller, Sub-Reseller and/or Customer’s access to Reseller Services and/or Services are suspended for a consecutive period of [three (3) months].

Effect of Termination. Upon expiration or termination of this Agreement

Reseller will immediately cease, and will cause all Sub-Resellers, Reseller’s Affiliates, Customer and their respective employees, contractors, and agents to cease, all activities related in any way to this Agreement, including, but not limited to, marketing, selling or distributing the Services;

Each Party will cease displaying, advertising, and using the other Party’s Intellectual Property;

Just2Cloud has the right but not obligation to accept any or all Customers to be direct customers of Just2Cloud;

Within thirty (30) calendar days of termination of this Agreement, Reseller will pay to Just2Cloud all outstanding Charges and Minimum Monthly Fee, if any, due and payable prior to the effective date of such termination; and

The terms of this Agreement that by their nature continue beyond the expiration or termination of this Agreement will continue to be effective (including, but not limited to, the terms relating to payment of Charges and Minimum Monthly Fee, termination, ownership of Customers, Intellectual Property, limitation of liability, indemnity, Confidential Information, and governing law).

Reseller shall return all Confidential Information to Just2Cloud.

Termination of this Agreement shall not prejudice any other rights or remedy of the Parties in respect of antecedent breaches.

Intellectual Property

Reseller agrees that Just2Cloud and/or the Licensors own all Intellectual Property and all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks, in and to and/or arising from the Services and the applications used in the Services, and that this Agreement does not transfer ownership of any of these rights. Just2Cloud expressly reserves its rights in and to all such content and materials. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited license provided in this Agreement, is granted to Reseller by this Agreement or otherwise. Reseller will not use and will cause its Sub-Resellers and Customers not to use any of Just2Cloud's or its Licensors' trademarks or other Intellectual Property unless specifically authorized to do so, nor will Reseller register any trademark, service mark, or domain name that is at Just2Cloud’s sole opinion, similar to one owned by Just2Cloud or a Licensor. Should Reseller violate this prohibition, Reseller will absolutely assign to Just2Cloud such registration upon request. Reseller will not use any of Just2Cloud or the Licensors' intellectual property in its advertising except as specifically authorized by this Agreement. Reseller agrees not to use Just2Cloud or the Licensors' trademarks and their respective website URLs, as keyword terms in any online advertising efforts or agreements.

Representation & Warranty

The Parties represent and warrant to each other as follows:

Each Party has the full power and authority to execute, deliver, and perform under this Agreement;

This Agreement is valid, binding, and enforceable against each Party in accordance with the terms herein and no provision requiring each Party's performance is in conflict with such Party’s obligations under any other agreement;

Each Party is duly organized, authorized and in good standing under the laws of the jurisdiction of its organization and is duly authorized to do business in all other jurisdictions in which such Party’s business makes such authorization necessary or required; and

Each Party has the full and exclusive right to grant or otherwise permit the other Party to access and use its products, services, Intellectual Property, and Confidential Information.

With respect to the performance of its obligations hereunder, each Party will comply with all applicable laws, rules and regulations.

Limitation of Liability

IN NO EVENT SHALL JUST2CLOUD BE LIABLE TO RESELLER OR ANY SUB-RESELLERS OR CUSTOMERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING FROM THIS AGREEMENT, THE SERVICES OR THE RESELLER SERVICES OR ANY OTHER JUST2CLOUD PRODUCTS OR SERVICES. JUST2CLOUD'S MAXIMUM LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT BE LIMITED TO THE AMOUNTS PAID BY RESELLER TO JUST2CLOUD DURING THE THREE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

Disclaimer & Force Majeure

JUST2CLOUD MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THIS AGREEMENT, THE SERVICES, THE RESELLER SERVICES, OR ANY OTHER JUST2CLOUD PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. JUST2CLOUD DOES NOT MAKE ANY REPRESENTATION THAT THE PURCHASE, DELIVERY, SALE OR SUPPORT OF THE SERVICES OR RESELLER SERVICES WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, AND JUST2CLOUD WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN CONNECTION WITH THE SERVICES OR THE RESELLER SERVICES.

Force Majeure

For the purposes of this Agreement "Force Majeure" means, in relation to either Party, any circumstances beyond the reasonable control of that Party (including, without limitation, any strike, lock-out or other form of industrial action).

If any Force Majeure occurs in relation to either Party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other Party as to the nature and extent of the circumstances in question.

Neither Party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly.

If the performance by either Party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of six (6) months, the other Party shall be entitled to terminate this Agreement by giving written notice to the Party so affected.

Indemnification

Reseller will, and will cause and procure that the Sub-Resellers andCustomers indemnify, defend, and hold harmless Just2Cloud including Just2Cloud’s Affiliates, directors, officers, managers, employees, contractors, agents, licensors, and any third party vendors and service providers from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that Just2Cloud may suffer or incur as a result of:

Any Customers’ use of the Services;

Reseller’s and/or Sub-Reseller’s use of the Services and/or the Resellers Services;

Any failure by Reseller and/or the Sub-Resellers and/or the Customers to comply with the terms and/or obligations of this Agreement;

Any representation or warranty made by Reseller, and/or the Sub-Resller and/or the Customers and/or their respective employees, contractors and/or agents being false or misleading;

Any negligence ,willful misconduct or fraud of Reseller, the Sub-Reseller and/or the Customers and their employees, contractors and/or agents or Sub-Reseller, its employee, contractor, agent or Customer;

Any Chargeback related to any of the Services or Resellers Services;

Any alleged or actual violations by Reseller , Sub-Reseller and/or Customer of any law, regulation or rule; or

Any other act or omission of Reseller, or Sub-Reseller or Customer and/or their respective employees, contractors and agents.

Confidentiality

Each Party (the “Recipient”) will protect the confidentiality of any Confidential Information disclosed by the other Party (the “Discloser”) and will not use such Confidential Information except in strict accordance with this Agreement. Confidential Information as defined herein does not include information that:

is generally available to the public through no fault of the Recipient and without breach of this Agreement;

was already in the possession of the Recipient prior to disclosure by the Discloser and without any confidentiality obligation attached thereto, as evidenced by the Recipient’s records existing prior to the time of disclosure;

was disclosed to the Recipient by a third party without a breach of such third party’s confidentiality obligations thereto;

was independently developed by the Recipient without a breach of this Agreement or reliance on any Confidential Information;

is disclosed by the Recipient after obtaining the Discloser’s prior written approval; or

is required to be disclosed by law, provided that the Recipient promptly notifies the Discloser of the legal obligation and provides the Discloser with a reasonable opportunity to seek a protective court order, or the equivalent.

Notice

Reseller agrees that all notices from Just2Cloud to Reseller may be sent, at the election of Just2Cloud, via email to the email address provided by Reseller in the Reseller Profile (the "Reseller Email") or posted to the administrator space on the Reseller Control Panel or posted on the Just2Cloud Website. Reseller is responsible for ensuring that the Reseller Email contained in the Reseller Profile is accurate and complete. Notices concerning breach of this Agreement will be sent to the Reseller Email. In all above cases, delivery will be deemed to have been made on the same day if sent by Just2Cloud via Reseller Email or posted on the Just2Cloud Website by Just2Cloud. Notices from Reseller to Just2Cloud must be made either by email, sent to the administrative contact address provided on the Just2Cloud Website, or by first class email to account@just2cloud.com

Relationship of the Parties

Nothing in this Agreement will be construed as creating a relationship of employer and employee, principal and agent, partnership or joint venture between the Parties. Each Party will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other Party except as may be expressly provided herein.

Assignment

Reseller agrees that it will not assign or otherwise transfer its respective rights or obligations under this Agreement without the prior written consent of Just2Cloud. Any assignment or transfer in violation of this hereof will have no effect. This Agreement will be binding and have effect upon the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Construction & Interpretation

The Parties desire that this Agreement be construed according to its terms, in plain English, without constructive presumptions against the drafting party, and without reference to the clause headings.