The following terms apply to your participation in the Krypt Reseller Program. By clicking “ACCEPT” you are agreeing to follow the terms and conditions in this Agreement. This Agreement is between VPLS Inc. (herein referred to as “VPLS” or “we”) and the Reseller Partner who signs below (“you” or “Reseller Partner”).
1. Who can participate?
Users from around the world may participate however residents of the United States must complete and fill in IRS Form W-9.
“Reseller Partner” is the person or entity who is selling VPLS’ products and services under their own brand or entity which may be white labeled. “White Label” refers to rebranding VPLS’ products and services under the Reseller’s own brand or entity. “Lead” refers to the Reseller Partner’s prospect that is interested in VPLS’ products and services.
“End Customers” refers to a customer of the Reseller Partner that is signed up for services with VPLS. End Customers are not qualified to become resellers as they must prove intent to resell VPLS’ products and services. Reseller Partners must have a website that advertises VPLS’ products and services at equal or currency equivalent cost to VPLS’ advertised price. The product and services advertised must be accurate and are periodically checked by VPLS’ staff. Any Reseller Partner found to have inaccurate information must correct it within 48 hours or risk being stripped of benefits and removed from the Partner Program.
VPLS and Reseller Partner are independent contractors and nothing contained in these Terms and Conditions places VPLS and Reseller Partner in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever. Reseller Partner is solely responsible for all expenses associated with reselling VPLS’ products and services. VPLS may from time to time provide to the Reseller Partner promotional materials with respect to one or more of the VPLS’s services, and the Reseller Partner may use and display such promotional materials in promoting the applicable services to leads. The Reseller Partner may, at its own expense, provide materials and advertising to promote VPLS’s services; provided that such promotional materials have been pre-approved in writing by VPLS in each instance and comply with all applicable laws, rules and regulations, and all trademark and other VPLS rules and policies. In no event shall the Reseller Partner use VPLS or any VPLS subsidiaries’ name in any mass mailings that could reasonably be considered spam without the prior written consent of VPLS.
The Parties shall exercise a duty of good faith and fair dealing between one another during the life of this Agreement. VPLS will provide information about itself and its business to reasonably enable the Reseller Partner to make a fair and accurate representation to the Prospect about VPLS’s business. The Reseller Partner warrants that any information subsequently provided to third parties or Leads about VPLS will be accurate based on information actually received from VPLS and that such Resellers will reasonably reflect a real and legitimate business opportunity for VPLS. The Parties are free to enter into similar agreements with other people and entities. The Parties further agree that no exclusive arrangement is implied or agreed to as a result of this agreement.
4. Reseller Discount and Tiers:
VPLS provides tiered discounts to Resellers based on the Monthly Recurring Revenue (MRR) of the Reseller’s unique account. If a Reseller partner has multiple accounts under different brands or entities, the MRR can not be combined.
The discounts provided above are intended to ensure the Reseller receives profitability from selling VPLS’ products and services however VPLS can not guarantee fixed margins if the Reseller Partner chooses to sell the product or service lower than VPLS’ website advertised price. This practice of selling below VPLS’ advertised price is strongly discouraged and can result in a Reseller losing their benefits and discount tier. The Diamond Reseller tier is currently available on an invitation only basis and resellers do not automatically qualify for Diamond status by meeting the Monthly Recurring Revenue and Specialization requirements.
Specializations are achieved by demonstrating the ability to sell and support the product or services in each specialization category. Some specialization categories may require an oral or online multiple choice test. Resellers are only permitted to sell products and services they have gained specialization in. Accelerated discounts may also be applied for Resellers that are specialized in certain products and services.
Reseller Specialization Requirements
Subject to this Agreement and its terms, VPLS hereby grants to Reseller Partner a royalty-free, non-exclusive, non-transferable and revocable license for the term of this Agreement to use the Marks, and associated materials, language or code known as “Marketing Materials” for the sole purpose of promoting services offered by VPLS to Leads. VPLS may revoke this license at any time by giving the Reseller Partner prior written notice via email.
6. Term and Termination
The initial term of this Agreement will begin on the date you click “Accept” to accept the terms and conditions of this Agreement and will continue for twelve (12) months. On expiration of the initial 12-month term, the Agreement will automatically renew for consecutive twelve (12) month renewal terms unless either party gives the other written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the Initial Term or then-current renewal term, as applicable. Either of us may terminate this Agreement prior to expiration, with or without cause, by giving the other party thirty (30) calendar days advance written notice. Each of us agrees to stop using the other party’s Marks as soon as reasonably possible following receipt of a notice of non-renewal or termination, and in all events by the effective date of expiration or termination of the Agreement.
Each of us agrees not to use the other’s Confidential Information except in connection with the performance of this Agreement, the exercise of our respective legal rights under this Agreement, or as required by law. VPLS may use your Confidential Information to the extent necessary to provide the services contracted for under a New Contract and as necessary to generally manage its business with respect to the provision of such services. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows: (i) to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement, (ii) to a law enforcement or government agency if requested, or if eiter of us reasonably believes that the other’s conduct may violate applicable criminal law; (iii) as required by law; or (iv) in response to a subpoena, court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) calendar days prior to disclosing Confidential Information under this Subsection (or prompt notice if seven (7) calendar days advance notice is not reasonably feasible), unless the law forbids such notice. Neither party will make any public statements, press releases or other public announcements regarding the parties’ relationship and any terms and conditions under this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld.
8. Limitation of Liability
IN NO EVENT WILL COMPANY’S LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR RELATED TO THE RESELLER PARTNER PROGRAM, WHETHER IN CONTRACT, OR TORT, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RESELLER PARTNER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. COMPANY SHALL NOT BE LIABLE IN ANY WAY TO THE RESELLER PARTNER OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THESE TERMS AND CONDITIONS, OR FOR ANY CLAIM AGAINST RESELLER PARTNER BY A THIRD PARTY, REGARDLESS OF WHETHER RESELLER PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
9. Indemnification of Company
Reseller Partner shall defend, indemnify and hold harmless Company, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnities”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Company Indemnities may suffer, incur or sustain resulting from or arising out of (i) Reseller Partner’s breach of any representation, warranty, or covenant contained in these Terms and Conditions, (ii) services provided by the Reseller Partner to any VPLS customer, and (iii) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by Reseller Partner pertaining to VPLS’ services.
Company may modify the content, terms, and conditions of this Reseller Partner Program from time to time. Reseller Partner should visit Company’s web site at https://www.krypt.com/en/company/reseller from time to time to stay abreast of such changes. Any change to this Reseller Partner Program will be effective immediately when posted to Company’s website.
You agree that during the term of this Agreement (Initial Term plus any renewal terms) and for twelve (12) months following expiration or termination of this Agreement, you will not solicit or encourage any New Customer to move their Hosting Services account to another provider, unless VPLS has failed to perform its obligations under its agreement with the New Customer. Nothing in this Section prohibits the New Customer from initiating a move of its Hosting Services account, or prohibits you from soliciting the New Customer for services other than the hosting service for which the New Customer was referred.
Neither party grants the other any rights to any of its intellectual property except for the license to use the Marketing Materials described in this Agreement. Each party shall retain all right, title, and interest in and to its intellectual property, including intellectual property that it may develop during the term of the Agreement. Except as expressly set out otherwise, this Agreement may be amended only by a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. There are no third party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement.