This Branded Reseller AGREEMENT is entered into as of the date below and is between US DataVault, Inc., (hereinafter "USDV") and the below named party, (also known by the following information and hereinafter called "Branded Reseller"
Company/Branded Reseller Name:
Address:
City:
State:
Country:
Zip:
Telephone:
Cell:
Fax:
Primary Contact Name:
Primary Contact eMail:
Organization Type:
Corporation ___
Partnership ___
Sole Proprietorship ___
Federal Tax ID or SS Number:
TERMS AND CONDITIONS:
- At no time shall either party make commitments or incur any charges/expenditures for, or in the name of the other party. Branded Reseller and its employees are Branded Resellers only, not employees, partners, nor franchises of USDV and may not represent themselves in such a manner.
- Branded Reseller understands and agrees that they may not use any trademarks, service marks, trade names, or logos of USDV without the express written consent of USDV except as specifically required for the fulfillment of this Agreement. In turn, USDV will require a specific set of Reseller Artwork in order to build out the Branded Software. Delivery of this Art work is mandatory before ANY Branding will commence.
- Branded Reseller agrees to portray the Product as "Powered By US DataVault" in any and all presentations of the Product, including but not limited to: web presentations or web sites, print media, video, audio, email or snail mail Promotional and Marketing materials. USDV shall provide art for this purpose on request by the Branded Reseller, and will automatically build it into every Branded software release it creates.
- All BASIC sales,
tech and support training and materials are provided by USDV, additional
training or materials required or requested by Branded Reseller are at said Resellers sole expense. Individual employee expenses and costs related to training and sales are the sole responsibility of the Branded Reseller whose signature appears below.
- Branded Reseller Agrees to use their best efforts to identify, present and work-to-close qualified prospective customers who meet the criteria for USDV services, within the guidelines recommended by USDV.
- USDV agrees to
provide Blocks of data space in segments of not less than 100 GB per block, for an amount not to exceed $1.00 per GB, per month, to the Branded Reseller. It is understood that in blocks of significantly larger volume, the cost per 1 GB can drop as low as $.60/GB/mo!
- Volume Pricing: (Please note, the following volume discounts are subject to change with 30 Days advance notice to VARs.)
* 100 GB - 299 GB is $1/GB/mo.
* 300 GB - 599 GB is $.90/GB/mo.
* 600 GB - 999 GB is $.80/GB/mo.
* 1 T - 5 T is $.70/GB/mo.
** Price breaks are based on SUBSEQUENT orders and are not retroactive. It can go lower but that is based on larger volumes. Branded Reseller understands that this Base Price is their cost and that they must package it into their service bundles and mark it up appropriately to the end user.
- The Branded Reseller commits to a monthly Sales Quota of not less than 100 GB in NEW USDV business to be able to maintain their Private Branded services. Three contiguous months of not making quota, without first contacting USDV for approval, will terminate USDV's branding maintenance on their behalf and, said Branded Reseller will drop to Standard Agent status. As Standard Agents, Reseller can still provide and maintain service to their existing Customer base derived as Branded Resellers; however, all branding will revert back to USDV and, all new sales must be sold at then published USDV rates.
Branded Resellers are responsible for:
- All end user Billing, Credit and Finance.
- Tiers 1 and 2 Customer Service (USDV handles Escalated Tier 3 only). When all else fails, we will help you, 24/7/365.
- Tiers 1 and 2 Tech Support (USDV handles "Live Tech Chat" and Escalated Tier 3 only). "Live Tech Chat" is not a catch-all, but a resource for you. USDV retains the right to increase, limit or dsiscontinue "Live Tech Chat" services without notice. When all else fails, we will help you, 24/7/365.
- Advance arrangements can be made for USDV to handle Tier 2+ Support issues but there may be associated fees.
- In plain words, its Your Customer, you are responsible for them. We are ALWAYS
here to help you should your Tech or Customer Support personnel need assistance. USDV provides all of the BASIC training, tools and information they will need, at no cost. Deeper training and higher levels of Support are available at your cost.
- USDV will provide reasonable assistance with sales training and closing, as requested. In accordance with the terms of this Agreement, USDV provides the Branded Reseller's staff with 24x7x365 Technical Support along with standard business hour Customer Service for the duration of this agreement. USDV's Online, Live Tech Chat Service operates on a pre-published schedule.
- USDV will also provide access to all of Branded Reseller's Agents (controlled
by you) to the USDV Extra-Net, for additional Support, access to POS
materials which you can Brand as yours, information on various Federal laws and other Regulations.
- Branded Reseller agrees to pay USDV for space as required by ELECTRTONIC invoice terms, either on monthly, semi-annual or annual basis as agreed to in advance by both parties to this Agreement. Late payments are subject to a 5% late fee and repeated late payments may be grounds for the Termination of this Agreement. USDV reserves the right to modify Terms, Pricing and/or Payment processes and schedules with 30 days advance notice to Branded Reseller.
- Branded Reseller agrees that any and all confidential information such as, but not limited to product or operational specifications, price lists, data, technical or business information or plans, and any other confidential material ("Information") furnished or disclosed by USDV to Branded Reseller hereunder, will be deemed the exclusive property of USDV. In addition, any customer names or lists identifying USDV customers as such and related information or data ("Customer Information") are the exclusive property of USDV, and are to be used by Branded Reseller solely in the performance of their obligations and duties hereunder. During the term of this Agreement, Branded Reseller agrees not to reveal, divulge, make known, sell, exchange, lease or in any other way transfer any Information or Customer Information to any third party or to utilize such Information or Customer Information in direct or indirect competition with USDV or any of its other agents or representatives. Branded Reseller agrees that monetary damages for breach of its obligations hereunder may not be adequate and in that event, USDV will be entitled to seek injunctive relief with respect thereto.
- USDV agrees not to disclose to any third party any confidential and/or proprietary information of Branded Reseller, which is clearly marked "confidential" or "proprietary" ("Confidential Information"). During the term, USDV< agrees not to reveal, disclose, divulge, sell, license, exchange, lease or in any other way transfer Branded Resellers Confidential Information to any third party.
- Both Parties hereto shall indemnify, defend and hold the other, its officers, directors, employees, agents and affiliates harmless from any liability of any type including but not limited to bodily injury (including death) or property damage (including damage to intellectual property), caused by or arising out of Causative Party's negligence, acts or omissions. In the event of an Action at Law and solely at such Causative Party's expense, they shall defend any suits or other proceedings brought against the other, its employees, successors, parent, affiliate or subsidiary companies.
- The initial term of this Agreement is Two (2) years from the Date entered below ("Initial Term") and will be automatically renewed on a year-to-year basis thereafter unless terminated as herein provided.
- This agreement is non-exclusive to the Branded Reseller. However, if USDV discovers that Branded Reseller is also reselling another competing product, it will be grounds for the immediate Termination of this Agreement.
- USDV reserves the right to change the terms of this agreement at anytime with Thirty (30) days written notice to the Branded Reseller (applicable to new orders only, not current customers previously secured).
- Either party may terminate this agreement at any time for cause or upon mutual agreement with Thirty (30) days written notice to the other party. At such Termination, any materials, brochures or Information then in the hands of the Parties will be returned to their appropriate owner within 10 working days. Further, all USERS of the USDV system must either remove their data from our systems or agree to pay then published rates for the space they occupy within 30 days of termination, or face the loss of their data. Branded Reseller agrees to pay ALL outstanding Fees due to USDV up to the point of Termination of Client services, within 30 days of Termination of this Agreement. USDV may use any and all means at its disposal to recoup payments due upon Branded Reseller default or non-payment for any reason.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
Legal Business Name of Branded Reseller:
Branded Reseller Signature:
Print Name:
Signers Title:
Date:
Accepted by US DataVault, Inc. when countersigned by a USDV Officer
Approved By:
Title:
Date:
Revised 12-02-08
