Reseller Agreement

What this reseller agreement covers

This Agreement (the “Reseller Agreement”) is made between Vigeosoft USA Corp. a registered company in the state of Florida, in the United States of America under the Document Number of Corporation P14000027297 and the party entering into this Agreement, the details of which have been provided to Vigeosoft USA Corp. electronically as a necessary part of the process of accepting this Agreement (the “Reseller”).

1. Agreed Terms

Reseller: Qualified resellers who meet the following conditions: Are new to Vigeowebsite, they have a email address, they have a PayPal account associated with the email address that they wish to register with us and is willing to learn online everything necessary about the service we provide.

Reseller Website: Any website owned or operated by the Reseller.

Reseller Web Link Pages: Any web pages of the Reseller Website that features a Tracked Hyperlink.

Reference Code: A unique identifying code that is particular to the Reseller, which Vigeosoft USA Corp. Users may input at the time that they purchase.

Tracked Hyperlink: A hyperlink that enables, by way of cookies or otherwise, Vigeosoft USA Corp. to identify individual users that have accessed the Vigeowebsite Website by way of that particular hyperlink.

Transaction: A purchase of any Vigeowebsite Plan offered for sale on Vigeowebsite Website by a Vigeowebsite User who has (a) clicked through directly to Vigeowebsite Website from the Reseller Web Link Pages where that purchase is completed during a single browser session, or (b) provided the Reference Code at the time that it makes that purchase.

Vigeowebsite User: A user who has clicked through to the Vigeowebsite Website from the Reseller Web Link Pages, or a user that has provided a Reference Code.

Vigeowebsite Website: Vigeowebsite website at any time and from time to time, at www.vigeowebsite.com and including all databases, software, domain names, infrastructure, products and services that Vigeosoft USA Corp. markets for use by individual users to shop for Vigeosoft USA Corp.'s products and services. Vigeowebsite Website includes all future versions and replacements of, and successors to, the site.

Vigeowebsite Service: A subscription service provided by Vigeosoft USA Corp.

2. Obligations

2.1. Vigeosoft USA Corp.

2.1.1. Vigeosoft USA Corp. can provide the Reseller with:

(i) One or more cookies (or similar Internet tracking software packages) to allow you to create tracked hyperlinks.

(ii) A Reference Code to provide potential buyers of Vigeowebsite Service and other products and services of Vigeosoft USA Corp.

2.1.2. You have live stats/info for affiliates from your Client Area. These statistics are in real time and update instanly.

2.2. Reseller

2.2.1. The Reseller Program is only aimed at qualified resellers. To join the Reseller Program you must first qualify and your affiliation be approved by us. To participate in the Reseller Program approved applicants must first activate their reseller account. Activation of the reseller account is voluntary and free. After activating your reseller account, you can begin to make direct sales of our service by clicking on our banner located on the bottom of your Affiliates page. A cookie gets set when a customer is referred to via an reseller. It simply stores the ID of the reseller that referred them, so that if an order is placed, the reseller gets credited for it. It is a persistent cookie. If you intend to Active Reseller Account then you must inform your customers about the cookie that is used for tracking purposes.

2.2.2. The Reseller will be responsible for developing, operating and maintaining the Reseller's website and all the materials that appear in it. In particular, but without limiting the generality of the foregoing, the Reseller will be responsible for:

(i) The correct operation and maintenance of all traceable hyperlinks

(ii) Compliance with the Trademark Guidelines of Vigeosoft USA Corp.

2.2.3. The Reseller must provide Vigeosoft USA Corp. with:

(i) All cooperation in relation to this agreement.

(ii) All access to the information that Vigeosoft USA Corp. requires, as necessary for the proper performance of the obligations of Vigeosoft USA Corp. under this agreement.

2.2.4. Reseller acknowledges and agrees that it has no authority to legally bind Vigeosoft USA Corp. in relation to users of Vigeowebsite, other users or any other person who has not been designated and is not the agent of Vigeosoft USA Corp. for any purpose . The Reseller agrees that it will not make any representation or commitment to Vigeosoft USA Corp., the Vigeosoft USA Corp. website, the Vigeowebsite Service or any of the products or services available for purchase on the Vigeosoft USA Corp. website. and Vigeowebsite.

2.2.5. The Reseller must comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

2.3. Confidentiality

2.3.1. Each party agrees that at no time during this agreement, and for a period of three years after the termination of this agreement, will it disclose to any person confidential information related to the business, affairs, customers, customers or suppliers of the other party. or of any member of the group of companies to which the other party belongs.

2.3.2. Each party may disclose the confidential information of the other party:

(i) To its employees, officers, representatives or advisors who need to know such information for the purpose of exercising the rights of the party or compliance with its obligations under or in relation to this agreement. Each party shall ensure that its employees, officers, representatives or advisors to whom the confidential information of the other party discloses comply with this clause 2.3.

(ii) As required by law, a court of competent jurisdiction or any governmental or regulatory authority.

2.3.3. Neither party shall use the confidential information of any other party for any other purpose than to exercise its rights and to fulfill its obligations under this contract or in relation to it.

2.3.4. Neither party will be responsible for the loss, destruction, alteration or disclosure of confidential information caused by a third party.

2.3.5. This clause 2.3 will survive the termination of this agreement, however arising.

3. Rights

3.1. Proprietary

The Reseller acknowledges and agrees that Vigeosoft USA Corp. and its licensors own all intellectual property rights in Vigeosoft USA Corp. Website, in Vigeowebsite Service and all products and services of Vigeosoft USA Corp. Except as expressly stated herein, this agreement does not grant the Reseller any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to Vigeosoft USA Corp. All such rights are reserved to Vigeosoft USA Corp.

All affiliates to the Reseller Program understand that it is absolutely forbidden to use our logos, names and trademarks, as well as any other reference that may relate us directly or indirectly to the reseller in any other ambit other than that indicated in the terms of Reseller Program.

The banner with the code that we have provided will be used exclusively in the Reseller's customer area and under no circumstance, neither the banner nor the accompanying code may be placed, inserted or referenced on any other website of the Reseller or the of a third party, or in any other means of any kind.

3.2. Third Party

A person who is not a party to this agreement shall not have any rights to enforce any term of this agreement.

3.3. Provided by law

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

4. Charges and Payment

4.1. Reseller acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.

4.2. All sums payable under this agreement are inclusive of any tax which the Reseller may be due to pay to its local tax collection authority. Such tax payments on sums received under the terms of this Agreement shall be for the Reseller’s account and the Reseller undertakes that it shall declare and pay all such sums in accordance with applicable local law and shall have sole responsibility for any failure by it to do so. Accordingly, the Reseller undertakes that it shall not purport to invoice or seek any form of tax payment or contribution from Vigeosoft USA Corp. in relation to this Agreement.

4.3. The rewards are converted into money and transferred to the PayPal account of the Reseller.

4.4. When you clicks our banner on your Affiliates page and the new customer places an order you will earn a commission. You get one time commission fixed money of $50.00 for each new customer you refer to us.

4.5. The commission for the referred client is immediately recorded in your Commissions Pending Maturation, but will have a payment delay of 30 days. This maturation period is to ensure that the client you refer contracts the service for at least one month and you can receive your commission. If the customer referred by you cancels your account with us before 30 days, the commission is void and therefore you will not receive it.

4.6. Commissions that reach the maturity period of 30 days will automatically add to your Available Commissions Balance. If your Available Commissions Balance is greater than or equal to $25.00 when you wish you can make a Request Reward so that we can transfer your Available Commissions Balance to your PayPal account associated with the email that you have registered with us. You should note that PayPal will charge you a commission for every transfer we make to your PayPal account. Currently, PayPal will charge you 2.9 percent of the amount we send you, plus an additional 30 cents. All Affiliates Reward Requests Successful are added to Total Amount Rewarded so you can see the total amount in money you have received for the Reseller Program.

5. Limitation of Vigeosoft USA Corp liability

Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. Nothing in this agreement excludes the liability of Vigeosoft USA Corp. for fraud or fraudulent misrepresentation.

5.1. Vigeosoft USA Corp. will not be liable either for tort (including negligence or breach of legal duty), contract, misrepresentation (whether innocent or negligent), restitution or any other loss of profits, loss of business, exhaustion of goodwill and/or similar losses or losses or corruption of data or information, or pure economic loss, or for any cost of loss, damage, charge or special, indirect or consequential expense derived from this agreement.

5.2. The total aggregate liability of Vigeosoft USA Corp. in contract, non-contractual liability (including negligence or breach of legal obligations), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with performance or compliance contemplated by this agreement shall be limited to the amount paid under this agreement by Vigeosoft USA Corp. to the Reseller during the 12 months prior to the date on which the claim arose.

6. Duration and Termination

6.1. Duration

This agreement will begin on the Effective Date and will continue thereafter unless terminated in another manner as provided in this clause 6.

Your affiliation to our Reseller Program is only valid for the duration of the program. If the program is suspended for any reason, its affiliation will also be suspended and will cease to be operational from that moment.

6.2. Termination

6.2.1. Vigeosoft USA Corp. may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its Reseller Program. Vigeosoft USA Corp. will endeavour to give Reseller as much notice of the same as reasonably practicable, but any such termination will be without liability to Reseller.

6.2.2. Without prejudice to other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other party if:

(i) The other party commits a substantial breach of any term of this agreement whose breach is irremediable or (if such breach is remedied) does not remedy that breach within a period of 30 days after being notified in writing to do so.

(ii) The other party suspends, or threatens to suspend, the payment of their debts or can not pay their debts as they expire or admits inability to pay their debts.

(iii) The other party suspends or ceases, or threatens to suspend or cease, the performance of all or a substantial part of its business.

6.2.3. Please note that when you withdraw from our Reseller Program or are suspended from it at the time you breach with our terms of service or because the program was suspended, in any of these cases, any commission pending maturity that reaches the maturity Period of 30 days and available commissions, will be transferred to your PayPal account associated with the email that you have registered with us. You should note that PayPal will charge you a commission for every transfer we make to your PayPal account. Currently, PayPal will charge you 2.9 percent of the amount we send you, plus an additional 30 cents.

6.2.4. Vigeosoft USA Corp. reserves the right to suspend the Reseller Program at any time and without prior notice. Under these circumstances, our resellers who have an active account and who have pending or available commissions earned prior to the date of suspension of the program, may receive transfers associated with these commissions according to the same previous conditions and only until the balances of those commissions are consumed completely.

6.3. Other reasons for termination

Neither party will breach this agreement nor be liable for any delay in performance or failure to comply with any of its obligations under this agreement if such delay or failure is due to events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall have the right to a reasonable extension of time to fulfill such obligations. If the period of delay or non-compliance continues for six months, the unaffected party may terminate this agreement by 30 days written notice to the affected party.

6.4. Consequences of Termination

Upon termination of this agreement for any reason:

(i) All benefits granted under this agreement will be terminated immediately (including any right of the Reseller to use any trademark or registered trademark of Vigeosoft USA Corp.).

(ii) Each party must return and make no other use of any equipment, property, materials and other elements (and all copies thereof) that belong to the other party.

(iii) The accumulated rights of the parties upon termination, or the continuation after the termination of any provision expressly established to survive or survive implicitly upon termination, shall not be affected or impaired.

7. General Clauses

7.1. If faults or delays occur by a party in the exercise of any of its rights under these Agreement, in no case shall it be considered a waiver of that right.

7.2. The Reseller will indemnify Vigeosoft USA Corp. against all liabilities, costs, expenses, damages and losses (including, among others, direct, indirect or consequential losses, loss of profits, loss of reputation and all interests, penalties and legal costs (calculated on a compensation basis) and all other costs and professional expenses) suffered or incurred by Vigeosoft USA Corp. arising out of or in connection with the Reseller website or the marketing or sale of products or services on that website.

7.3. Each party agrees that it will have no remedies with respect to any statement, representation, warranty or guarantee (whether made innocently or by negligence) that is not established in this agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Each party agrees that the only rights and remedies available that arise from or in connection with a Representation will be for breach of contract as expressly provided in this agreement. Nothing in this clause will limit or exclude any liability for fraud.

7.4. Vigeosoft USA Corp may at any time assign, transfer, mortgage, collect, sub-contract, declare a trust or otherwise negotiate with any or all of your rights or obligations under this agreement. The Reseller will not assign, transfer, mortgage, collect, subcontract, declare a trust or otherwise treat any or all of its rights or obligations under this agreement without the prior written consent of Vigeosoft USA Corp.

7.5. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

7.6. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

7.7. Each of the paragraphs that make up these Agreement works and applies separately. If for any reason a court or relevant authority decides that any of them is illegal or unenforceable, the remaining paragraphs will remain as they are in full force and effect.

8. Contact Information

Any notice or other communication given to a party under or in connection with this agreement will be sent by email to the regular general communications email address of the other party. The regular general communications email address refers to:

(i) Reseller: The email that the Reseller has registered with us and is currently in use in your Reseller Account.

(ii) Vigeosoft USA Corp.: The Reseller must send all notifications and communications to sales@vigeowebsite.com

9. Applicable law and jurisdiction

Each party irrevocably agrees that the laws of the state of Florida, in the United States of America, shall govern this agreement. Any disputes arising out of this agreement shall be subject to the jurisdiction of the state and federal courts located in or near Miami-Dade County, Florida.

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Last Updated: May 24, 2018