This Reseller Terms and Conditions constitute an Agreement, made between New IT Ltd, incorporated under the laws of Cyprus with registered office at 48 Themistokli Dervi Street, Centennial Building, 3 rd floor, office 303, P.C 1066, Nicosia, Cyprus ("New IT Ltd") and a participant of the Reseller Program of www.4shared.com, described here: https://www.4shared.com/reseller-rules.jsp ("Partner").
New IT Ltd hereby authorizes and appoints Partner, and Partner accepts the authorization and appointment, as New IT Ltd non-exclusive reseller, to market, sell, or incorporate for resale New IT Ltd Product and Services, listed here: https://www.4shared.com/premium.jsp, internationally and worldwide. Partner agrees to use commercially reasonable efforts to refer prospective customers with which New IT Ltd or its partners do not have a pre-existing relationship (a "Lead") to New IT Ltd in accordance with terms of this Reseller Agreement. Each party acknowledges that this Reseller Agreement does not create an exclusive agreement between the parties. Notwithstanding the foregoing, once the Partner establishes a Lead, it will not refer to a direct competitor of New IT Ltd to such the Lead.
Upon appointment, Partner will receive access credentials to Partner account for purchasing reseller links leading to New IT Ltd Products and Services which shall be used to drive prospective customers to New IT Ltd Products and Services and for the purpose of tracking Partner's reseller statistics. Partner shall not place reseller links or promote and advertise New IT Ltd Products and Services in any way on resources with adult content; content advocating against an individual, group or organization; recreational drugs and drug-related content; hacking, cracking and malware content; misrepresentative content; violent content; content that enables dishonest behavior and illegal content. New IT Ltd may terminate this Reseller Agreement with Partner immediately in case if an instance of such promotion occurred as it may cause irreparable damage to New IT Ltd Products and Services reputation and New IT Ltd may seek for compensation of such damage in court. In case if Partner has doubts whether the certain resource is appropriate or not, Partner may request for New IT Ltd approval of the particular resource in writing.
Partner is entitled for purchasing Products and Services activation links in bulk amount with the reseller discount, specified in Reseller Program rules, listed here: https://www.4shared.com/reseller-rules.jsp, via Partner account. New IT Ltd may review and change these rules from time to time on its own discretion. Partner undertakes to perform all customer attraction, on-boarding, payment collection, support and retention related activities, such as marketing and advertising, New IT Ltd Products and Services demonstrations, voice chats and screen sharing sessions, preparation of tutorials, guides, presentations, other support materials, etc. Partner will be responsible for payment of all taxes, duties, and charges levied on the final price, and Partner shall indemnify, defend and hold New IT Ltd harmless from and against any claims arising out or relating to non-payment of applicable taxes, duties, and charges.
Subject to the terms and conditions of this Reseller Agreement and during the term of this Reseller Agreement, New IT Ltd hereby grants Partner, a non-exclusive, non-transferable, royalty-free, worldwide license to display the New IT Ltd trademarks specified by New IT Ltd solely as necessary to perform the marketing and reseller obligations described herein. Any use of the other New IT Ltd trademarks shall be subject to New IT Ltd right to review and approve or reject in advance each proposed use, and shall conform with any trademark usage guidelines, policies, or requirements provided by New IT Ltd and will accrue to the benefit of New IT Ltd. All licenses not expressly granted in this Reseller Agreement are reserved by New IT Ltd and no other licenses, immunity or rights, express or implied are granted by New IT Ltd, by implication, estoppel, or otherwise.
From time to time New IT Ltd may disclose or make available to Partner, whether orally or in physical form, confidential or proprietary information concerning New IT Ltd, or its business, vendors, customers, products or services, pricing and those of its related corporate entities in connection with this Reseller Agreement (collectively "Confidential Information"). Partner agrees that during the term of this Reseller Agreement and thereafter: (i) it will use Confidential Information solely for the purpose(s) for which such material or information was provided and for no other purpose whatsoever; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information to any third party (other than it's employees or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining New IT Ltd written consent. Upon request by New IT Ltd, Partner will return all copies of any Confidential Information. Partner shall be responsible for any breach of this Section by its employees, representatives and agents. Upon termination of this Reseller Agreement for any reason, or upon written request from New IT Ltd, Partner will immediately return any and all tangible materials containing Confidential Information. Following termination of this Reseller Agreement, Partner shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties without the prior written permission of New IT Ltd. For the avoidance of doubt, any information generated or obtained by New IT Ltd or its products and services from a Lead will be New IT Ltd Confidential Information, and Partner may not store, link or associate such data in any form.
Partner will not issue any press release or other public communication relating either to New IT Ltd or this Reseller Agreement without the express prior written consent of New IT Ltd.
Partner's participation in the Reseller Program shall mean an acceptance of this Agreement. New IT Ltd reserves the right to terminate the participation of any Partner at its sole discretion.
THE New IT Ltd PRODUCTS AND SERVICES ARE PROVIDED "AS IS". New IT Ltd DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE DESIGNATED New IT Ltd PRODUCTS AND SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, New IT Ltd DISCLAIMS ALL WARRANTIES WITH RESPECT TO DESIGNATED New IT Ltd PRODUCTS AND SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. New IT Ltd WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH TERMINATION OF THIS RESELLER AGREEMENT.
New IT Ltd WILL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THIS RESELLER AGREEMENT OR FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF New IT Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.