FileFlyer Reseller Agreement


THIS IS A LEGAL AGREEMENT BETWEEN YOU ("Reseller") AND SPEEDBIT LTD. ("SpeedBit"), the OPERATOR OF FILEFLYER.COM ("FileFlyer") AND THE PROVIDER OF THE FILEFLYER.COM RESELLER PROGRAM (the "Reseller Program").

BY PARTICIPATING IN THE RESELLER PROGRAM, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

SpeedBit may, in its sole discretion, make changes to terms of the Reseller Program, from time to time. Each time such changes are made, a revised version of this Agreement, will be posted on this page. Your continued use of the Reseller Program, following such posting of changes constitutes your acceptance of any such changes. You can review and are encouraged to check, from time to time, the most current version of this Agreement on this page. At all times, the latest version of this Agreement shall be binding and prevail over any other version.

The use FileFlyer and the Reseller Program is subject to SpeedBit's other legal terms available at: http://www.fileflyer.com/legal/terms.aspx

All Resellers must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be a Reseller.

User Account

In order to participate in the Reseller Program you must create a user account (the "Account"). As part of the registration process, you must select a password (the "Password") and a user Name (the "User Name"). You shall provide SpeedBit with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account.

You may not (i) select or use a User Name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a User Name that SpeedBit, in its sole discretion, deems inappropriate or offensive.

You shall notify SpeedBit of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at SpeedBit’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

Qualification

Subject to the terms and conditions of this Agreement, SpeedBit hereby appoints Reseller, and Reseller hereby accepts appointment, as a non-exclusive representative to: (a) purchase various FileFlyer Premium codes ("Codes") at the rates, and some of which with the discounts, all as set forth on Annex A hereto, which is incorporated herein by reference; and (b) resell the Codes to consumers ("End-Users") (each, a "Resale").

Rights Reserved

Except as expressly granted hereunder, SpeedBit grants no license, by implication, estoppel or otherwise, to the FileFlyer Premium services or any copyright, trademark, patent or other intellectual property of SpeedBit. Reseller shall not reverse-engineer or otherwise attempt to derive or modify the FileFlyer Premium services or any related content, nor authorize or permit any third party including, but not limited to, End-Users to do so. All rights not expressly granted to Reseller are retained by SpeedBit or its licensors, as applicable.

Sales by SpeedBit /Non-Exclusive

SpeedBit reserves the unrestricted right to market, distribute and sell the FileFlyer Premium services and the Codes worldwide including, without limitation, directly to consumers, as well as through third party intermediaries and resellers.

Pricing and Payments

SpeedBit shall have the sole right to determine the pricing and sales policy of the services offered on FileFlyer, including without limitation the price of FileFlyer Premium codes ("Codes"). All determinations made by SpeedBit will be final and binding on all parties. SpeedBit may change its pricing from time to time at its sole discretion.

Reseller will be eligible to purchase certain Codes at a discount from the applicable price list for such Codes at the time of purchase, as it may change from time to time, all pursuant to Annex A.

It is clarified, however, that Reseller's right to purchase Codes shall be subject to a minimum non refundable deposit upon creation of the Account of US$ 80 in SpeedBit's PayPal account (the "Deposit"). Any purchases of Codes by Reseller hereunder shall be automatically paid from the Deposit. Reseller may increase or renew the Deposit at its discretion, subject to the terms hereof.

Reseller may then market the purchased Codes to End-Users at any price determined by Reseller. Reseller shall be responsible for selecting qualified End-Users, collecting payment from such End-Users and for any and all billing disputes that may arise between Reseller and any such End-Users. Under no circumstances shall Reseller sell the same Codes to more than one (1) End-User, or to the same End-User more than one time.

Reseller shall not and shall not allow, any use of Codes prior to the Resale of such Codes, and shall sell only unused Codes.

All sales of Codes by SpeedBit to Reseller are non-refundable.

No E-Mail Marketing

Under no circumstances shall Reseller be permitted to conduct e-mail marketing in connection with advertising the FileFlyer Premium services and Codes. Reseller shall be responsible for ensuring that any and all websites owned, operated and/or controlled by Reseller that are used to promote the Codes (collectively, "Reseller Websites"), as well as the content, creative, products, services and other material appearing therein, or linked to therefrom (collectively, "Reseller Creative") shall: (a) comply with all applicable laws, rules and regulations including, without limitation, deceptive marketing and privacy laws; (b) at all times maintain a privacy policy that complies with applicable law; (c) not contain any materials that infringe upon or violate any intellectual property rights or any other rights of any nature of any third-party; (d) not contain any content prohibited under any applicable law; (e) not contain material that is defamatory, slanderous, libelous or that portrays any person in a false light; and (f) not contain or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet.

Reseller shall provide SpeedBit with: (i) the Uniform Resource Locator ("URL") of every Reseller Website prior to use of same in connection with the Reseller Services; and (ii) notice prior to any material changes to any Reseller Website used in connection with the Reseller Services.

Reseller's Representations

Reseller represents and warrants that its performance under this Agreement, the Reseller services hereunder, Reseller Websites and Reseller Creative will not: (a) invade the right of privacy or publicity of any third person; (b) violate any applicable law, rule, regulation and/or court order; and/or (c) otherwise infringe upon the rights of any third parties including, without limitation, infringement or misappropriation of any copyright, patent, trademark, trade secret or other intellectual proprietary or property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation or any other right of any person or entity. Reseller further represents and warrants that: (i) it is, and will remain, duly licensed, authorized and certified by all applicable regulatory authorities to operate its business as it is now conducted during the term of this Agreement; (ii) it has full power and authority to enter into this Agreement; and (iii) no material agreement to which Reseller is a party will be violated by Reseller's execution, delivery and/or performance of this Agreement.

Term and Termination

Either party may terminate this Agreement at any time for any reason upon at least thirty (30) days' written notice. Without derogating from the aforesaid, SpeedBit may terminate this Agreement, by written notice to Reseller, effective immediately upon mailing (by e-mail), at any time, should Reseller breach this Agreement or any of its provisions. Any un-used amounts in the Deposit at the time of termination shall be returned to Reseller's PayPal account, which was provided at the time the Account was created, except for the initial non refundable Deposit which was deposited upon creation of the Account.

Without derogating from the aforesaid, SpeedBit reserves the right to terminate this Agreement and the Reseller's participation in the Reseller Program immediately and without notice to the Reseller should SpeedBit suspect that Reseller has committed fraud in or in connection with the use of the Reseller Program or should the Reseller abuse this Reseller Program in any way. If such fraud or abuse is detected, SpeedBit may hold any amounts remaining in the Deposit until such matters are clarified and SpeedBit is certain it has no liability as a result of such fraud or abuse.

Intellectual Property

Reseller acknowledges and agrees that SpeedBit owns all right, title and interest in and to the FileFlyer Premium services, SpeedBit's website located at www.speedbit.com (the "Site") and all associated patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets.

Reseller will take all action reasonably requested by SpeedBit to protect SpeedBit's intellectual property rights including, without limitation, copyrights, patent rights, trademarks and trade secrets.

This Agreement shall not give Reseller, nor any End-User, any rights in or to SpeedBit, or SpeedBit client: (a) trademarks, service marks and/or tradenames ("SpeedBit Trademarks"); or (b) copyrights or copyrighted material ("SpeedBit Copyright Protected Material"), except that during the term of this Agreement, SpeedBit grants to Reseller a restricted, limited, non-transferrable, revocable and non-exclusive license to reproduce the SpeedBit Trademarks and SpeedBit Copyright Protected Material solely and exclusively in connection with the Reseller services as contemplated hereunder. Reseller shall not alter or remove any SpeedBit Trademark from any SpeedBit Copyright Protected Material. In addition, all representations or substitutions of SpeedBit Trademarks and/or SpeedBit Copyright Protected Material to be used by Reseller shall first be submitted to SpeedBit for SpeedBit's prior written approval. All uses of SpeedBit Trademarks, SpeedBit Copyright Protected Material and related goodwill will inure solely to SpeedBit, and Reseller will obtain no rights or goodwill with respect to any of SpeedBit Trademarks and/or SpeedBit Copyright Protected Material, other than as expressly set forth in this Agreement. At no time during or after the term of this Agreement will Reseller challenge or assist others in challenging SpeedBit Trademarks or SpeedBit Copyright Protected Material (except to the extent expressly required by applicable law), the registration thereof or attempt to register any SpeedBit Copyright Protected Material, SpeedBit Trademarks or marks or trade names that are confusingly similar to those of SpeedBit. Upon termination of this Agreement, Reseller will immediately cease use of any and all SpeedBit Trademarks and SpeedBit Copyright Protected Material.

Confidential Information

For purposes of this Agreement, "Confidential Information" shall include any information, whether oral, written or observed, regarding the terms of this Agreement, the FileFlyer Premium services, the Codes and SpeedBit's specifications, requirements, plans, programs, processes, technologies, products, costs, equipment, operations, finances, affiliates, partners, End-Users or customers which may come within the knowledge of Reseller or Reseller's employees, representatives and/or agents. All Confidential Information shall remain the exclusive property of SpeedBit and shall be immediately returned to SpeedBit upon request, together with all copies thereof. Reseller shall hold Confidential Information in trust and confidence for SpeedBit and shall not disclose such Confidential Information or use it for any purpose other than to perform under the terms of this Agreement. Reseller may not disclose Confidential Information to employees or third parties unless: (a) such employees or third parties have signed a SpeedBit-approved confidentiality agreement; and (b) it is necessary for such employees or third parties to know such Confidential Information in order for Reseller to perform its obligations and duties pursuant to this Agreement. Reseller shall not publish any technical description of the Premium Services unless Reseller has received the prior written consent of SpeedBit. Upon Reseller's request, SpeedBit shall advise Reseller whether it considers any particular information or materials to be Confidential Information.

Disclaimer

SPEEDBIT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. SPEEDBIT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND TITLE. THE FILEFLYER PREMIUM SERVICES, SITE AND CODES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPEEDBIT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE FILEFLYER PREMIUM SERVICES, SITE OR CODES OR AGAINST INFRINGEMENT OF SAME. SPEEDBIT DOES NOT WARRANT THAT THE FILEFLYER PREMIUM SERVICES, SITE AND CODES ARE ERROR-FREE OR THAT OPERATION OF THE FILEFLYER PREMIUM SERVICES, SITE AND/OR CODES WILL BE SECURE OR UNINTERRUPTED.

No Representations

Reseller shall not make any warranties or representations that purport to bind SpeedBit with respect to the Fileflyer Premium services or Codes, and Reseller shall limit its representations regarding the FileFlyer Premium Services and Codes to those contained in this Agreement. Independent Contractors The Reseller agrees that the Reseller is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Reseller and SpeedBit. The Reseller will have no authority to make or accept any offers or representations on behalf of SpeedBit. The Reseller will not make any statement, whether on Reseller's website or otherwise, that reasonably would contradict anything in this Section. In no event will SpeedBit be liable to the Reseller for any damages of any kind, including but not limited to, compensatory damages, lost profits, lost data or any form of special, incidental, indirect, consequential or punitive damages of any kind whether based on breach of contract or warranty, tort (including negligence), product liability or otherwise, even if SpeedBit is informed in advance of the possibility of such damages. Taxes Reseller shall be responsible for all applicable taxes arising out of Reseller's resale of the Codes to the End-Users. Such amounts shall be paid to the appropriate taxing authorities. Reseller shall indemnify and hold harmless SpeedBit from and against any related tax liability.

Indemnification

Notwithstanding anything contained herein to the contrary, Reseller shall indemnify, defend and hold harmless SpeedBit and its affiliates, parents and subsidiaries and each of their respective officers, directors, employees, agents and legal representatives (collectively, the "Indemnified Parties"), from and against any and all claims, costs, damages, losses or expenses, including reasonable attorneys' fees, incurred by an Indemnified Party for any claims against an Indemnified Party arising from or related to: (a) Reseller's business practices including, without limitation, allegations regarding violation of any state or federal law, rule or regulation; (b) any Reseller services hereunder, Reseller Websites and/or Reseller Creative; (c) Reseller's breach of any obligation, representation and/or warranty contained in or arising under this Agreement; (d) any fraudulent activity and/or misrepresentation(s) of Reseller concerning the File Flyer Premium Services or Codes; and/or (e) any dispute between Reseller and any End-User, or any allegation made by any End-Users including, but not limited to, for warranties made by Reseller that exceed the scope of the warranty expressly set forth above.

Limitation of Liability

IN NO EVENT SHALL SPEEDBIT BE LIABLE TO RESELLER OR ANY END-USER FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER SPEEDBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.

Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (a) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of England without giving effect to any principles of conflicts of laws thereof, and the eligible courts in the London, England, shall have exclusive jurisdiction over all disputes between the parties; This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. (b) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the express written consent of SpeedBit. Upon reasonable notice posted on www.SpeedBit.com, SpeedBit may assign or transfer this Agreement at its sole discretion. (c) If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

Electronic Signature

Reseller acknowledges and agrees that by clicking on the submit button, or such similar links as may be designated by SpeedBit as a means of accepting this Agreement, Reseller is submitting a legally binding electronic signature and is entering into a legally binding contract. Reseller acknowledges that Reseller's electronic submission constitutes Reseller's agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, RESELLER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES OFFERED BY SPEEDBIT. Further, Reseller hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.



Copyright (c) 2011 SpeedBit Ltd. All Rights Reserved.




Annexs A

FileFlyer resellers are entitled to 25% discount on all packages listed in the reseller management dashboard (listed under Resellers > Get Codes).

For convenient purposes the packages listed in the dashboard as of the time of the Reseller plan launch are:
  1. 2 Days Plan
  2. 7 Days Plan
  3. 30 Days Plan
  4. 6 Month Plan
  5. 1 Year Plan
* The list of plans may change from time to time.