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1. General
| 1.1. |
Once your application has been approved, you will be appointed as an MPMM® Certified Reseller, MPMM® Certified Affiliate and Method123® Certified Affiliate. You will be entitled to resell any of the "Products" offered on www.MPMM.com and www.Method123.com |
| 1.2. |
We are responsible for:
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Creating the Products for you to resell. |
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Providing technical support for the Products. |
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| 1.3. |
You are responsible for:
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Marketing and selling our Products to your customers. |
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Making best efforts to resell 10 or more Products per year. |
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| 1.4. |
You may resell our products in whatever countries you wish. You may offer services to your customers, using our Products. When offering these (e.g. consulting and training) services, you may state that you are a Certified Reseller and Certified Affiliate. But you may not state that you are a Certified Consultant, or Certified Trainer, or that your courses are Certified Training Courses (or similar) as these rights will be administered separately under a future Partner Program.
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2. Pricing & Refunds
| 2.1. |
You acknowledge that we may change our prices, discounts and commissions at any time. |
| 2.2. |
We are responsible for orders, payments, delivery, cancellations and returns for your customers, as they will be purchasing Products through our website. Our policy is not to issue refunds, as we provide sufficient information and free trials to allow customers to make their purchasing decision. |
| 2.3. |
You hold us harmless and indemnify us for fraudulent transactions processed with the unique coupon code we issue you. You will not publish the coupon code on the internet, however you may advertise on the internet that one is available by contacting you directly. |
| 2.4. |
You may purchase Products from us (using the coupon code) for your own use. However you may not join our program with the sole intention of using the coupon code received, to get discounted Products for your own use. You are joining our program with the sole intention of reselling licenses to your clients. You cannot combine your coupon code with any other discount offered by us, to receive a greater level of Product discount. |
3. Commission & Payment
| 3.1. |
We will pay you a sales commission based on the percentage of the sale price. The minimum amount of monthly commission payment is fifty dollars ($50) US. Any amount under this will be held in your account until the minimum is reached. Payment will be made in the form of a PayPal money transfer to you. You are responsible for any Paypal withdrawal fees into your bank account. We will pay you after each sale has cleared the 60 day credit card fraud detection period. We are not responsible for paying interest accrued. Any "refunds" or “charge backs” will be deducted from your credited commissions. |
| 3.2. |
We reserve the right to reject any order that does not comply with our rules, operating procedures and policies. You do not have the authority to make or accept any order on our behalf. We are not responsible for any representations made by you which contradict our policies. |
| 3.3. |
Statements of your sales activity will be made available to you via a special login web page. |
4. Intellectual Property & Warranties
| 4.1. |
Subject to this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license to use our MPMM® Logo and Method123® Logo ("Mark") in materials marketing the Products, solely for purposes described in this Agreement. You acknowledge that we shall retain all right, title and interest in and to the Mark and other trademarks and service marks used by MPMM ("Marks"). You agree not to (now or in the future) contest the validity of our Marks or take any action that would impair the value of, or goodwill associated with our Marks. You agree that your use of the Marks shall be to our benefit. |
| 4.2. |
We retain all rights and interest in the Products, the content included in our Products, our web site, and all associated trademarks, copyrights and other intellectual property rights ("IP"). This IP shall remain our sole property. You shall not change or alter the copyright or trademark notices placed in the Products or on our website. We reserve all rights not expressly granted by us to you. |
| 4.3. |
The Products must be clearly identified by the names provided on our website. You may customize the Products using the features included. You may retain the rights to any unique content (which is not a derivative of the Products) which you incorporate in the Products after purchasing from us. You will not use the knowledge and other IP included in the Products to develop a system or process competitive to the Products. You will not modify, disable, decompile, disassemble, translate, reverse engineer, rent, lend, lease, or broadcast the Products or any part thereof. Use of the terms "resell," "purchase" and "price" shall not mean transfer of title or ownership. We reserve all rights not expressly granted in this Agreement. You will make no representations, guarantees or warranties to any person regarding the functional characteristics or performance of our products. |
| 4.4. |
You warrant that the information you provide as part of the Application process, is complete and accurate. Any express or implied warranties (except as explicitly provided herein), such as warranties of merchantability and fitness for a particular purpose, are excluded. There is no warranty that the Products (or our efforts) provided will fulfil any of your or your customer's particular purposes or needs. You shall not make any representations, warranties, or guarantees regarding the Products that are in addition to or inconsistent with those contained in the License Agreement. We shall not be obligated to any third parties with whom you may make proposals or agreements contrary to this License Agreement. |
5. Liability & Indemnity
| 5.1. |
We will not be liable for any loss or damage which may arise in connection with the Products. We will not be liable for any indirect, incidental, special or consequential damages or damages for lost profits, revenue, data or use, whether in contract or tort, by you or your customers. Our aggregate liability arising under this agreement shall in no event exceed the commissions payable to you. |
| 5.2. |
You agree to indemnify and hold us harmless from all claims, liabilities, costs and expenses arising from your performance under this agreement; changes, additions or modifications you make to the Products; negligence or other acts or omissions of your officers, agents and employees; and any delay, misuse, malfunction or other cause solely within the control of or under the authority of yourself. |
6. Confidentiality & Privacy
| 6.1. |
The term "Confidential Information" means: (a) any non-public technical or business information (including know-how, product and service information); and (b) any other information that is designated as "Confidential". |
| 6.2. |
Both parties will maintain in confidence, all Confidential Information and will not use such information except as expressly permitted herein. Both parties will take all reasonable measures to maintain the confidentiality of this information. All Confidential Information shall remain the exclusive property of the disclosing party both during and after the term of this Agreement. Nothing in this Agreement shall prohibit or limit either party's use of information which is publicly known. |
| 6.3. |
Nothing in this Agreement shall be construed as limiting our marketing activities or limiting the appointment of other resellers, distributors or agents in your or other areas. |
| 6.4. |
You will conduct business in a professional manner which reflects favorably on us. You will avoid practices that may be perceived as deceptive, misleading, or improper. You will not bring us or our associates into disrepute, promote any form of slander, racism, or unfair business practices. You will not send unsolicited bulk emails which promote, or make reference to us, or any of our associated companies, or employees. Other prohibited forms of advertising include postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, domain name or return email address. Stay Safe, Don't Spam. |
7. Waiver & Termination
| 7.1. |
The term of this agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this agreement at any time, for any reason, effective immediately, by giving the other party notice of termination by email. You can only earn commissions on sales occurring during the term. Inactive participants may be removed from participation in this Program, if there are little or no sales generated over a 6 month period. |
| 7.2. |
Our failure or delay to enforce or exercise any right under this Agreement shall not be construed as a waiver of our rights or your obligations under this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable by any court or other tribunal, then (a) the validity of such provision as applied to any other circumstances and the validity of other provisions of this Agreement shall not be affected and (b) such provision shall be reformed by the court or tribunal to the extent necessary to make such provision valid and enforceable in relation to the dispute being heard by the court or tribunal, with the objective of achieving as nearly as legally possible the same effect. Upon the termination of this Agreement, the non-disclosing party shall return all Confidential Information to the disclosing party or destroy all Confidential Information and certify in writing that it has been returned or destroyed. You agree to be bound by our Privacy Policy in dealings with customers and others. |
8. Disputes & Force Majeure
| 8.1. |
We and you are acting as independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, franchise, employment or agency between the parties. You will not bind us or assume any obligation or responsibility in our name. You will not assign your rights or duties under this Agreement, to another party. |
| 8.2. |
This agreement, the rights and obligations of the parties, and the entire relationship between the parties, shall be governed by and construed and enforced in accordance with the substantive laws (but not the rules governing conflicts of laws) of the state of Texas. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. |
| 8.3. |
Prior to initiating any litigation arising out of any controversy, claim or dispute relating to this Agreement, the parties must make a good faith effort to resolve said issues through mediation using a certified mediator. If the parties are unable to resolve issues through mediation, the dispute must be submitted to arbitration in accordance with the Commercial Rule of Arbitration of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in New York City, New York. |
| 8.4. |
You acknowledge that any unauthorized use or disclosure of any Confidential Information or breach of the obligations to protect our intellectual property may cause immediate and irreparable damage to us and that monetary damages may not be adequate and, therefore, we will be entitled to seek injunctive and other equitable or legal relief to prevent or compensate for such unauthorized use or disclosure. |
| 8.5. |
If the performance of this Agreement or any obligation hereunder (except payment of monies due) is affected by reason of fire or other casualty; war; law, failures in equipment / internet; or any other act beyond the control of the party charged with performance, such party, upon giving notice to the other party, shall be excused from such performance. |
9. Entire Agreement
| 9.1. |
All notices under this agreement shall be made through the use of registered mail or electronic mail. You agree to be bound by any applicable agreements or policies posted on our website. We reserve the right, to modify this Agreement, at any time, effective upon the date we post a new Agreement to the website. Your continued resale of products to your customers constitutes your binding acceptance of any changes that we may make. If any part of this Agreement or any future changes to are not acceptable to you, you must cancel your participation by emailing us. |
| 9.2. |
This Agreement constitutes the entire agreement between the parties relating to the MPMM Reseller Program and supersedes all prior communications. |
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