Partner Application

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Partner and Reseller Application Terms and Conditions

PARTNER and AGREEMENT

ONLY AN AUTHORIZED OFFICER CAN ON BEHALF OF THE PARTNER.

ACCEPTANCE: THE PARTNER WARRANTS THAT IT HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND DO ALL THINGS NECESSARY IN THE PERFORMANCE OF THIS AGREEMENT.

  1. DEFINITIONS. In these terms and conditions:

    "Agreement" means these terms and conditions and the Commercial Terms.

    "Applicable Law(s)" means all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial, administrative, ministerial, governmental or regulatory judgments, orders, decisions, rulings or awards and restraints, or any provisions of the same, including general principles of common and civil law binding on the parties in accordance with Clause 14.

    "Commercial Terms" means the commercial stipulations applicable to the Partner Program as may be provided by SMB ISAO or as may appear on the SMB ISAO url: https://partnerportal.SMB ISAO.com from time to time and is incorporated by reference.

    "Confidential Information" means all information relating to the trade secrets, operations, processes, plans, intentions, product information, know-how, designs, market opportunities, transactions, affairs and/or business of SMB ISAO.

    "Discount" means the percentage margin provided by the Partner to SMB ISAO Members.

    "Intellectual Property Rights" means copyright, confidential information, know-how, trade names, trademark, patents, designs, database rights and any other intellectual property rights in any country, whether registrable or not and whether registered or not.

    "License" means the Partner license(s) or agreement(s) applicable to the Products which are supplied to the Member.

    "Member" means a Member of the SMB ISAO to whom the Partner desires to sell its services.

    "Partner" means a company or organization that desires to sell its products or services to SMB ISAO members.

    "Partner Program" means the program provided by SMB ISAO for its partners as amended by SMB ISAO from time to time.

    "Personal Information" shall mean personally identifiable information or data concerning or relating to individuals which is collected or received in the performance of Partner’s obligations under this Agreement, including but not limited to credit card or other financial account information, emails, email addresses, pass codes, addresses, social security numbers, driver’s license numbers, or other personal information regulated by Privacy and Data Security Regulations.

    "Privacy and Data Security Regulations" shall mean Applicable Laws which are relevant to the processing, security, use or disclosure of Personal Information.

    "Product Description" means the description of the Products describing the facilities and functions as supplied by SMB ISAO to the Partner from time to time.

    "Product Documentation" means literature provided by SMB ISAO to the Partner from time to time relating to the Products for use by Members in conjunction with the Products.

    "Products" means the products and/or services to be supplied by the Partner under this Agreement to SMB ISAO Members.

    "Reseller" means a company, entity, person or organization that desires to resell SMB ISAO memberships.

    "Start Date" means the date on which SMB ISAO accepts the Partner’s offer to contract under the terms and conditions contained herein.

    "Territory" means the geographic area to which this Agreement and the appointment of the Partner apply.

    "trademark" means any trademark and service marks in respect of which registrations have been filed, and registrations obtained in some cases, with the appropriate official industrial property registry, trade names, logos, emblems, trade dress and other insignias of origin, and other commercial symbols which SMB ISAO now or hereafter is authorized to use and does use or authorizes others to use to identify its Products.

  2. SCOPE AND TERM
    1. Upon approval the SMB ISAO hereby appoints the Partner as a non-exclusive provider of Products to SMB ISAO Customers in approved Territory only, and the Partner accepts the appointment subject to the terms and conditions herein. This Agreement is a framework agreement which sets out the terms and conditions under which the Partner may sell its products and services to SMB ISAO Members.
    2. This Agreement will commence on the Start Date and continue for an initial term of twelve (12) months. Thereafter this Agreement shall automatically continue unless and until either party terminates this Agreement on no less than thirty (30) days’ written notice.
    3. Either Party may terminate this Agreement on immediate written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice from the other party specifying the breach and requiring the breach to be remedied or (to the extent permitted by Applicable Laws) becomes insolvent or suffers any insolvency related event.
  3. SUPPLY OF PRODUCTS
    1. Partner will ensure that it maintain a reasonable supply of products sufficient to serve the SMB ISAO customer base and will deliver them with all applicable licenses or license agreements and in accordance with the terms and conditions listed on their website. Partner may make their products and services available to SMB ISAO members for evaluation in accordance with their usual business practices.
    2. Partner agrees that it has the sole responsibility to provide its products and services to the Member in accordance with its existing business policies and that SMB ISAO has no express warranty or obligation to the relationship between Partner and Member. Partner agrees that additional discounts can be offered on its products with the exception of SMB ISAO memberships. Additional discounts on SMB ISAO memberships must be approved in writing.
    3. Partner agrees that it will charge the prices or recognize the discounts listed in the SMB ISAO Partner Portal and that those prices/discounts do not represent taxes, shipping or other costs associated with delivery.
    4. Partner understands that it is its responsibility to update the product prices or discounts listed on the SMB ISAO portal as well as updating the products available to SMB ISAO members.
  4. PARTNER'S STATUS

    The Partner shall be appointed as an independent contractor and this Agreement shall not constitute a joint venture or partnership between the parties and (other than expressly as provided in this Agreement) the Partner shall not hold itself out as SMB ISAO’s agent.

  5. PARTNER'S OBLIGATIONS

    During the term of this Agreement, the Partner shall at all times observe and perform the terms of this Agreement and, in particular, the Partner shall:

    1. use reasonable endeavors to update all Partner information on the portal to include product descriptions, prices and discounts.
    2. not make any promises or representations, or give any warranties, guarantees or indemnities that obligate SMB ISAO in any way.
    3. not hold itself out as having any authority whatsoever regarding SMB ISAO or its products or services, other than what is provided in writing.
    4. use SMB ISAO trademark and trade names relating to its Products only in the registered form or style notified to the Partner in writing by SMB ISAO and shall not use such trademark or trade names in connection with any other products or services or as part of the corporate or any trade name or any Internet domain name of the Partner.
    5. not duplicate or reproduce in any way any SMB ISAO copyright material without the prior written consent of SMB ISAO.
    6. deal with all complaints, problems or other technical queries regarding their Products
    7. not make or disseminate any disparaging comments and/or statements concerning SMB ISAO product(s) or market, distribute, license or sell any SMB ISAO product in a manner that is likely to cause harm to, or diminish the value of, the SMB ISAO brand;
    8. not incorporate or integrate the Products in or on any other Partner products or bundles without notifying SMB ISAO;
    9. not use the Products for the purposes of competing with SMB ISAO, including without limitation the gathering of competitive intelligence; and
    10. PARTNER ACKNOWLEDGES AND AGREES THAT IF IT IS IN BREACH OF ANY OF ITS OBLIGATIONS SET OUT ABOVE IN THIS CLAUSE 5, SMB ISAO MAY, AT ITS SOLE OPTION AND WITHOUT LIMITING ANY OTHER REMEDIES AVAILABLE TO IT UNDER APPLICABLE LAW, UPON NOTICE TO PARTNER: (i) TERMINATE THIS AGREEMENT; OR (ii) CEASE TO PERFORM ITS OBLIGATIONS SET FORTH IN CLAUSE 6.3 AND/OR REDUCE OR REMOVE PARTNER’S STATUS AND/OR REDUCE PARTNER’S DISCOUNT.
  6. SMB ISAO’S OBLIGATIONS

    SMB ISAO will:

    1. maintain the SMB ISAO Portal and Partner environment.
    2. use reasonable efforts to continue to enhance the SMB ISAO membership experience.
  7. INTELLECTUAL PROPERTY

    SMB ISAO grants to the Partner, the right of the Partner to use any of the Intellectual Property Rights owned by SMB ISAO only to the extent expressly provided for in this Agreement.

  8. CONFIDENTIALITY
    1. The Partner shall keep all Confidential Information strictly confidential and shall not disclose any Confidential Information to a third party, other than as is necessary for the Partner’s performance of its obligations under this Agreement (in which case the Partner shall ensure that such third parties keep the Confidential Information confidential and do not disclose or use any of the Confidential Information other than in accordance with the proper performance of this Agreement).
    2. This clause 8 shall continue in force for a term of five (5) years after and despite the expiry or termination of this Agreement, whatever the reason for termination.
  9. EFFECTS OF TERMINATION
    1. Termination of this Agreement by SMB ISAO in accordance with its terms shall not give the Partner any right to compensation, damages, loss of profits or prospective profits, or consequential losses of any kind or nature whatsoever, and in no circumstances shall the Partner acquire against SMB ISAO any goodwill in respect of its appointment as Partner or in respect of the Products or their distribution or sale, or otherwise under or in respect of this Agreement.
    2. Upon the expiry or termination of this Agreement the Partner shall return to SMB ISAO all promotional and commercial material, including any Products, evaluation copies, Product Documentation, Product Descriptions and all literature and other materials supplied free-of-charge or on loan or consignment.
  10. WARRANTIES AND LIABILITY
    1. Except for the express warranties and indemnities given by SMB ISAO in this Agreement and without prejudicing SMB ISAO’s liability for fraud, to the maximum extent permitted by Applicable Laws, SMB ISAO gives no warranty, undertaking, indemnity or other comfort and makes no representation of any kind (whether express, implied, under statute, custom or otherwise) in relation to the Products, including without limitation as to their satisfactory quality or fitness for a particular purpose or as to non-infringement;
    2. Subject to clause 12.1, and to the extent permitted by Applicable Laws, the aggregate liability of SMB ISAO to the Partner for any matter arising under or in connection with this Agreement in any year, whether arising from contract, negligence or otherwise, shall be limited to the greater of $100,000 USD (or this equivalent in local currency) OR the amounts paid by the Partner to SMB ISAO under this Agreement in the preceding twelve months.
    3. Notwithstanding clause 12.2, and to the extent permitted by Applicable Laws, SMB ISAO shall not be liable to the Partner for any claim for damage to, or loss of or costs in respect of any consequential, incidental or resulting damages, any loss of profit, revenues, goodwill, business opportunities or pure economic loss (in each case whether the loss is direct or indirect) or any claims made by Members against the Partner.
  11. GENERAL
    1. Amendments. This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements (if any) between the parties relating to its subject matter. Save as provided by Clause.
    2. this Agreement may only be revised in writing signed by an authorized representative of each of the parties.
    3. Regulatory Requirements.The Partner hereby agrees that:
      1. it will be solely responsible for fulfilling all the requirements of the authorities in all of the jurisdictions to which the Products will be supplied for the licensing, registration or other authorization for the sale, supply, import, re-export, transfer, use, disclosure or transport of the Products;
      2. it will indemnify and hold SMB ISAO harmless from and against any claim, loss, liability or damage suffered or incurred by SMB ISAO resulting from or related to Partner’s breach of this clause, and that breach of this clause may be considered cause for termination of this Agreement.
    4. Conflicts. In the event of any inconsistency between this Agreement and the Commercial Terms, the provisions of this Agreement shall prevail.
    5. Remedies not exclusive. The rights and remedies contained in this Agreement are not exclusive of any other rights or remedies.
    6. No waiver. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
    7. Notices. If either party has to serve notice on the other, it shall do so in writing and the notice must be sent either by courier, fax or certified pre-paid post to the address given for the other party or, if sent by email, with confirmation sent by certified pre-paid post. Notices sent in this way shall be effective on delivery if sent by courier, on completion of successful transmission if sent by fax, 48 hours after posting if sent by post, or on receipt if sent by email.
    8. Severance. All parts of this Agreement apply to the maximum extent permitted by Applicable Law. If any provision of this Agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then (i) SMB ISAO will replace such provision with similar terms which are enforceable under Applicable Law and (ii) such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
    9. Further assurance. Each party shall do, execute and perform such further acts, things, deeds and documents as may from time to time be required to give full legal and practical effect to this Agreement.
    10. Assignment. The Partner may not assign the benefit of this Agreement without the prior written consent of SMB ISAO.
    11. Rights of Third Parties. A person who is not a party to this Agreement has no right to enforce any term of this Agreement under applicable legislation and the parties to this Agreement do not intend that any third party rights are created by this Agreement.
  12. GOVERNING LAW & JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the courts of the State of Colorado shall have non-exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with this Agreement.

ACCEPTANCE: THE PARTNER WARRANTS THAT IT HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND DO ALL THINGS NECESSARY IN THE PERFORMANCE OF THIS AGREEMENT.