This Reseller Agreement is legal agreement by and between us (Boostify Ltd, we, us or our) and the individual or entity whose application we accept (Reseller “You and “Your”). The Effective Date of this Reseller Agreement is the date you sign these Terms and Conditions. Our Terms and Conditions (TCs) apply to you through this Reseller Agreement and are incorporated into it.

In addition, you agree to comply with all reasonable requests from us to ensure compliance with local laws and internet standards. If provisions of the Privacy Policy contradict this Reseller Agreement, this Reseller Agreement controls. However, if the provisions of a Registrar Agreement conflict, these will prevail. By submitting the reseller application, you represent and warrant to us that you have read this Reseller Agreement and any agreements incorporated by reference and agree to be bound by them.

Relationships

This Reseller Agreement is between Boostify Ltd and “you” (“Reseller”). We grant to you, a non-exclusive, non-transferable right to market and resell the product(s) set out at https://boostify.co.uk (“Product(s)”) to third parties to whom you resell, or provide, the Product(s) (End User). Any such sale is based on this Reseller Agreement and any agreements incorporated by reference.

This Reseller Agreement does not give you an exclusive, or any, territory. Nor does it create an exclusive relationship with us. We may, and will, enter into other and different reseller relationships with other entities on terms that may differ from these. Other companies, including Boostify Ltd and our other resellers, can and will compete against you.

The Product(s)

You may not represent yourself as authorised to sell our products other than the Product(s).

We will provide the Product(s) directly to End Users as an added value to those products provided by you. You agree that your contract with End Users will contain provisions similar to our TCs and in no case less favourable to us. In particular, your limitation of liabilities, warranties and privacy policy, must be similar to the one we include in our TCs. You agree to make your contract available to End Users prior to their entering into a contract with you.

The Product(s) will be provided to your End Users in the same manner as we would provide the Product(s) to the general public other than set out herein; we will not treat End Users differently from customers who contract directly with us for the same Product(s) you resell.

Your Obligations

You will use efforts to market the Product(s) which exceed or are equivalent to those you use to market your own Product(s) or those of other companies. In particular, you will use commercially reasonable efforts to promote, solicit and obtain contracts to resell the Service, and to perform your contractual obligations in general.

You will implement training and incentive programs to facilitate the sale of the Product(s) which are equivalent to those you use for your own products or those of other companies.

You agree to train your support personnel to provide support for the Product(s). End Users may not contact us directly to support the Product(s). You agree that we may terminate this Reseller Agreement, and create direct contract relationship with End Users, should we determine that you are not providing adequate support to End Users, provided that we have provided you with at least seven (7) working days' notice of that determination.

You may promote, distribute and market the Product(s) using the trademarks, service marks or other designations that you deem appropriate. These marks may not infringe on, or denigrate, our marks or those of any other entity. You may not use, or register, our trademarks or copyrighted material.

You will have sole responsibility for assuring compliance with the provisions of your contracts with End Users, and for otherwise reasonably protecting our rights in the Product(s), including, but not limited to, our right to be free from abuse or misconduct by End Users. You will include in your contracts with End Users terms and provisions at least as protective of our rights, and those of our partners, as this Agreement.

You are required to comply with all of our reasonable requests to demonstrate compliance with this Agreement and any agreements or policies incorporated by reference. Should a site visit be required, you consent to such a visit.

Term and Termination

This Reseller Agreement begins on the Effective Date and continues indefinitely unless terminated by a party as set out herein.

We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Boostify may also terminate this Reseller Agreement immediately upon notice to you if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Boostify or otherwise harm Boostify or its end users.

You expressly agree that Boostify will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as a Boostify Reseller and using Boostify Marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us).

Prices and Commission

We will provide the Product(s) to you based on the pricing we have established on our website https://www.boostify.co.uk, minus your percentage commission based on your reseller tier at the time you resell the product(s). Should you fail to meet the qualifying criteria in a particular year, we reserve the right to place you in the tier for which you now qualify for.

You understand that you will be placed in the tier level for which you qualify and Boostify reserves the right to add, change, modify or remove tiers at any point for any reason.

You understand that any for recurring commission you receive a percentage commission based on your tier at the time you resell the product(s).

Once paid, all invoices are final. Should you fail to pay such an invoice, we reserve the right to contact the End Users and assume a direct contractual relationship with them.

You do not have the right to determine the prices or fees that you charge for the Product(s) you resell. You must sell our Product(s) at the pricing published on our website https://www.boostify.co.uk. You'll be notified with 30 days' notice to any changes to our pricing or features associated with our Product(s) or plans. You are solely responsible for collecting all charges, including, but not limited to, applicable taxes, related to the Product(s), from End Users.

Acknowledgements

You acknowledge that you are bound by applicable provisions of our TCs, including, but not limited to our warranty limitations and disclaimers of liability, as if they were set out in this Reseller Agreement.

You acknowledge that the Product(s) may not satisfy all of the End Users' requirements. We have no obligation to you or End Users if the Product(s) fail to meet your expectations for any reason.

You acknowledge that any feedback, comments, suggestions, ideas, description of processes, or other information to us about or in connection with the Product(s) or our reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein, then you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise.

We represent that we have the right to provide the Product(s) to you and the End Users and to enter into this Reseller Agreement with you.

We are not an insurer. Any insurance, if any, shall be obtained by you, or the End User. You will, and you will direct any End Users to, look to any insurance you or an End User have to recover for injuries or damage in the event of any loss, and agree to hold us fully harmless from any such claim.

We shall be able to rely, and take action based, on the information provided by you and End Users. The sole and exclusive remedy for any breach of this Reseller Agreement by us, whether based on contract, tort or otherwise, shall be repair or replacement of the Product(s), or termination of this Agreement, at our option.

You acknowledge that in the course of providing the Product(s), Boostify will have access to some of the end users data. All rights, title and interest in the data is the end users data property, except as otherwise provided for herein throughout this Agreement.

You acknowledge that you have sole responsibility for assuring your End Users abide by an appropriate privacy policy and will comply with all applicable laws, policies, and regulations relating to the collection of information from their website visitors. Your End Users must post a privacy Policy and that privacy policy must provide notice of the use of cookies that are used to collect data. Your End Users must disclose the use of Boostify, and how it collects and processes data.

Your End Users will use commercially reasonable efforts to ensure that a website visitor is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the Visitor’s device where such activity occurs in connection with the platform and where providing such information and obtaining such consent is required by law.

You accept that any legal obligations in regard to disclosure to an End User’s website visitor of the use of Boostify is your soul responsibility.

Claims & Warranties

Any claims, warranties, promises or other representations about the Product(s) must be yours alone. You may not make any warranties on our behalf.

General

Each party shall comply, at its own expense, with the provisions of all national and local laws, regulations, ordinances, requirements and codes which are applicable to it in connection with the performance of its obligations pursuant to this Reseller Agreement.

We are each independent parties. Nothing in this Reseller Agreement will be construed to make one party an agent, employee, franchisee, joint venture, partner or legal representative of the other party. Neither party will have, nor represent itself to have, any authority to bind the other party or to act on its behalf other than as expressly set out in this Reseller Agreement.

You may not assign, delegate, sub-contract or otherwise transfer this Reseller Agreement, or any of its rights or obligations without our approval. Any attempt to do so will be void. We may assign this Reseller Agreement, or any of its rights or obligations, to a related or unrelated party.

This Reseller Agreement, with the incorporated TCs and Privacy Policy constitutes the complete and entire statement of all terms, conditions and representations of the agreement between the parties. This Reseller Agreement will supersede all prior discussions, commitments or agreements related to its subject matter, whether written or oral.

LIMITATION OF LIABILITY.

Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER BOOSTIFY LTD NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, BOOSTIFY LTD’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO BOOSTIFY LTD IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS.