Referring Reseller Agreement
Target Marketing Solutions is an internet marketing company primarily providing Search Engine Optimization Services, Website Development and Maintenance, Pay-Per-Click Marketing & Bid Management, Keyword Research & Development, Website Copywriting Services, Website Consultation Services, E-Commerce Development & Services, International/National/Regional & Local Search Targeting, Search Engine Submission Services, Website Hosting, Opt-In Email Marketing/List Management Services, Website Statistical Tracking, PDF to HTML Conversion Services, Video Productions/Marketing, Social Media Marketing, and Total Company Advertising/Marketing Management Services. Such services are not all inclusive, and the Company reserves the right to modify the services it offers at any time.
1. Reseller. Subject to the terms and conditions of this Agreement, the Company hereby engages the Reseller as an independent Reseller for the Company services set forth herein, and the Reseller hereby accepts such engagement.
The Reseller will purchase Company services at the rates outlined in this Agreement. The Company will respect the previous relationships between the Reseller and the client, and will not intentionally interfere with the existing relationship between the Reseller and the Client. The Company will hold confidential information regarding any previous contractual arrangements between the Reseller and the client. The Reseller will retain their own clients. The Company will not have any contact with the Reseller’s client, unless requested by the Reseller or otherwise agreed upon in writing by the Reseller and the Company.
Reseller is not an authorized agent of the Company and shall have no authority to execute any matters on behalf of the Company. The Reseller will retain and manage their own client accounts. The Company will provide relevant materials to the Reseller necessary for account management, such as but not limited to pay-per-click performance reports and tracking data. The Reseller will provide the Company all the necessary information required for the Company to carry out the specified services, such as but not limited to providing information, files and/or images. Unless other arrangements have been made between the Company and the Reseller, the Company will develop and manage the contracted services for the Reseller. The reseller will be the first line of communication for clients receiving services from the Company. The Reseller agrees not to make any guarantees regarding performance or outcomes based upon the use of the Company’s services. The Reseller agrees to uphold all the conditions of this Agreement. The Reseller may not change, omit, or alter in any way this Agreement. The Reseller agrees not to misrepresent any services provided by the Company, and further agrees to follow proper business ethics in regards to industry practices and all policies and procedures of the Company.
TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect through one year from the date hereof. The Agreement may only be extended thereafter by mutual written agreement, unless terminated earlier by operation of and in accordance with this Agreement.
2. Reseller Fees for TMS Services. The Reseller (whose clients are receiving services provided to the Reseller by the Company) shall pay to the Company the fees designated by the Company. Such fees will be paid by the Reseller to the Company prior to any work being initiated by the Company for the Reseller or the Reseller’s clients.
Given the nature of the internet marketing industry, Company service fees, commission rates and terms of agreement may be changed, modified or updated. The Company will inform the Reseller in writing should such changes occur. The Reseller will have the option to terminate the Agreement by written notification through certified mail to the Company received within 14 days of the changes. If the Company does not receive timely written notice according to the terms of this Agreement, such lack of notice to terminate will constitute acceptance of the Reseller of any and all such changes.
3. Billing and Payment. The Reseller is free to set their own fees for Company services, but is urged to follow the Company recommended fees. The Reseller is responsible for their own contract and client relationship, and the Company is not bound by the terms and condition in the Reseller’s contracts.
The Reseller is free to bill their clients in any manner they choose, and the Reseller is also free to set their own fees for the Company provided Pay-Per-Click (ppc) services. It is strongly recommended that the Reseller pre-bill their clients prior to any Company services being initiated. The Reseller is strongly urged to receive the set-up fee and 3 (three) months of prepayment for ppc services from their clients. No work shall be initiated by the Company if the Company has not received the set-up fee and the 3 months prepayment of ppc fees for new accounts, or the 3 (three) month prepayment for existing ppc accounts. PPC programming will be paused until the prepayed amounts are received by the Company prior to the beginning of each subsequent 3 month period for ppc accounts.
The recommended billing method for web development, search engine optimization and all other Company services is for the Reseller to receive a 50% deposit from their clients for such services. The Company must received a 50% deposit from the Reseller for the Company specified fees prior to the start of any such services. The remaining 50% of the Company fees for services will be paid by the Reseller to the Company before the completed work is released to the Reseller. The Reseller is free to set their own fees for any Company provided services.
All payments from the Reseller to the Company will be paid by check made out to Target Marketing Solutions. The Reseller is responsible for all fees or penalties for any checks that don’t clear.
4. Confidentiality and Ownership. The Reseller acknowledges that during the engagement certain individuals may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Reseller agrees that that the legal entity and/or individual named will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. The Reseller further agrees that the legal entity and/or individual named will not disclose the existence of this Agreement, status as a Reseller or any of the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of the relationship to the Company and of the services hereunder. The Reseller agrees that the Company retains full copyrights for all materials produced by the Company. The Reseller hereby releases any and all claims of any copyright whatsoever as may be a result of any work by the Company and hereby assigns any and all such claims and/or copyright to the Company. This Release and Assignment shall be for any such copyright claims as may be available in the United States and elsewhere in the world including any and all such rights, inclusive of the right to prepare a derivative work based upon any ultimately copyrighted work. The Reseller hereby also releases and assigns any such claims of any individual employee, subcontractor of the Reseller, or any person or entity to whom the Reseller may have disclosed such materials. The Reseller does hereby warrant and covenant to the Company that it will indemnify and save the Company harmless from all damages costs and expenses, including reasonable attorneys fees which the Company may have to pay or incur by reasons of any breach of this Agreement or defense of any ultimate copyright or application against anyone claiming any adverse right to the Company, through the Reseller or attributable in any manner to the Reseller.
5. Conflicts of Interest; No Use Provision. The Reseller represents that [he or she] is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Reseller and any third party. Further, the Reseller shall not utilize in any manner whatsoever, any information obtained from the Company while a Reseller for the Company. During the term hereof and for a period of twelve (12) months following any termination, the Reseller and the Company agree not to directly or indirectly hire, solicit, or encourage to leave or terminate each other’s staff, and for the same period, the Reseller and the Company agree not to solicit each other’s client’s or customers.
6. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Company Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Reseller of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Reseller expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Reseller. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
7. Termination. The Company and/or the Reseller may terminate this Agreement at any time by 10 working days written notice providing however the terms and conditions of numbers 5 and 9 hereof shall not then terminate.
8. Independent Reseller. This Agreement shall not render the Reseller an employee, partner, agent of, or joint venturer with the Company for any purpose. The Reseller is and will remain an independent Reseller in his relationship to the Company. The Reseller shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
9. Indemnification. The Reseller agrees to indemnify and hold the Company and its officers, employees, directors and/or agents/representatives harmless from all claims, losses, expenses, fees including reasonable attorney fees, costs, (regardless of whether such actions result in litigation) and/or judgments that may be asserted or ultimately obtained against the Company or its officers, employees, directors and/or agents/representatives, resulting from to the actions engaged in by the Reseller, or due to the Reseller’s interactions with clients, prospective clients, or any other interactions or communications engaged in by the Reseller.
10. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
11. Choice of Law. The laws of the state of Michigan shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The Parties hereto agree that venue for any resolution of any dispute pursuant to any provision of this Agreement, shall be Livingston County, Michigan. The Reseller agrees not to take any legal action against the Company for any disputes or situations that may arise from the Reseller not performing the duties as outlined. The Reseller agrees to handle any such disputes or situations according to the Company dispute resolution policy.
12. Assignment. The Reseller shall not assign this Agreement to any other party without the prior written consent of the Company.
13. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to the Reseller, the address provided by the reseller will be used. If to the Company, the address used will be TARGET MARKETING SOLUTIONS, P.O. Box 2117, Howell, MI 48844. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
14. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
15. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
By clicking ‘I accept’ the applicant acknowledges that he/she has read the terms and conditions, is submitting their electronic signature, and the acknowledges acceptance of, and adherence to, all the terms and conditions of this Agreement. The applicant will be considered a reseller for the Company on the date that the Company communicates acceptance of the applicant as a reseller. The parties hereto agree that facsimile signatures shall be as effective to initiate actions for the purposes of conducting business as outlined in this Agreement.