Directable Reseller Agreement
This Reseller Agreement (this “Agreement”) is entered into by and between Directable, Inc, Nevada Corporation ("Directable") and you (“Reseller”) and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Directable’s Reseller purpose of selling Directable’s products and services (the “Services”) to your own customers, and represents the entire agreement between you and Directable.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with our Universal Terms of Service Agreement, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.
We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Reseller Programs or Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site.
DESCRIPTION OF SERVICES. Directable will provide you with discounted access to its publicly available digital signage offering features.
LICENSE. Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to resell the Services.
CUSTOMER NOTICES. If there are any revisions, modifications, discontinuances or other material changes to the Services that require customer notification, you will assist us in notifying your customers.
CONFIDENTIALITY. You agree that you will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of our Confidential Information. “Confidential Information” includes, but is not limited to, any customer, order, non-public information discovered within your Reseller Portal. Confidential Information does not include any information, however designated, that is or subsequently becomes publicly available without your breach of any obligation under this Agreement, became known to you prior to disclosure under this Agreement, became known to you from a source other than us and other than by the breach of another obligation of confidentiality, or is independently developed by you. This obligation shall last three (3) years after the termination of your Reseller Program.
TERMINATION. If we determine that You have breached any term of this Agreement, we may terminate this Agreement and You shall forfeit all Commissions earned. If you open further reseller accounts with us, they will be cancelled and no commissions will be paid to You. This agreement may be terminated for convenience, by either party, with 90 days written notice.
INTELLECTUAL PROPERTY. You will use all computer programs, documentation and information consisting of or containing proprietary information solely for the purpose of performing under this Agreement.
You will not use any copyrights, trademarks, service marks, or other intellectual property owned by Directable or its parent or affiliate entities unless specifically authorized by us, will not register any trademark that is substantially or confusingly similar to one owned by Directable or its parent or affiliate entities, and will not register or maintain any internet domain names containing trademarked terms owned by Directable or its parent or affiliate companies (or domain names confusingly similar thereto). You shall not use any of Directable’s intellectual property in your advertising except as specifically authorized by us. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited trademark license is granted to you or conferred upon you by this Agreement.
CUSTOMER SUPPORT. We will provide customer support services to you during normal business hours. General support for Reseller customers is the responsibility of the Reseller.
GOVERNING LAWS; ATTORNEYS' FEES. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada. The parties agree that any legal action or proceeding with respect to this Agreement may be initiated only in the federal or state courts located in the State of Nevada, Washoe County. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled.
ENTIRE AGREEMENT; WAIVER. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, their agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion.
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Document Name: Directable Reseller Agreement
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