This is an Agreement between You – the Reseller of our Services, and Gadook (hereafter Gadook) Gadook. This Agreement explicates the terms and conditions that You – the Reseller – agree to abide by when signing up for a free reviews or monitoring account with our company, as well as the responsibilities included in our business partnership and the basis upon which all transactions between You and Gadook will take place. You – the Reseller – also agree to be bound by the terms and conditions of this Agreement for any transaction made by another person using your Reseller account, whether or not the transaction was made on your Reseller behalf.
The Effective Date of this agreement shall be considered to be the date on which You – the Reseller – first marketed our products or services.
Whereas, Gadook is a fully-operational Internet reviews and monitoring company; and whereas, the Reseller desires to purchase services or products that may be available from Gadook, for the purpose of reselling these Services to the Reseller’s customers;
Therefore, Gadook and the Reseller agree as follows:
- Gadook SERVICES – Gadook grants the Reseller a non-exclusive, non-transferable license to resell its Services worldwide. The Services are subject to Gadook Terms of Service. These Terms of Service are an integral part of the Reseller Agreement.
- SERVICE BRANDING & MARKETING RIGHTS – Gadook authorizes the Reseller to co-brand the Services by using our name along with the Reseller’s PRIVATE BRAND name and logo.
- Reseller store templates – Gadook gives the Reseller the possibility to use website templates to set up his/her own Reseller Store(s). The templates contain customizable areas and can be edited by the Reseller to his/her own individual website concept with certain limitations.
- Marketing Rights – Gadook also gives the Reseller the right to build his/her own marketing strategies and market his/her products and services according to his/her own individually conceived marketing concept and preferences. The Reseller may use any marketing approaches and means of popularizing the Services (forums, blogs, social networks, personal or business websites, printed media, etc.), as long as those do not include any publications contradicting to the common online ethics and allowed online activities, and do not constitute an infringement of any copyrights, or other rights of third parties, or a violation of any applicable law and/or terms or agreements explicated in this document and its coherent policies.
- SERVICE PRICING – The Reseller acknowledges that all prices, discount rates and transaction fees are subject to change.
- SERVICE PAYMENT – The Reseller authorizes Gadook to charge each customer purchasing a service through his/her Reseller Store with the exact service price amount (in the currency) designated by the Reseller.
- Fraudulent Transactions – The Reseller agrees to hold Gadook unharmed and to indemnify Gadook for transactions processed by Gadook on behalf of the Reseller that are fraudulent in nature. Such fraudulent transactions can result from, but are not limited to: misrepresentations, or the use of stolen or misappropriated credit cards.
- Billing Fees – The Reseller agrees to cover partially the billing fees included in the processing of the payments of his/her clients in cases when the Reseller is reselling a service of Gadook for a retail price over 100% higher than our wholesale price. The amount of the partial billing fees covered by the Reseller will be withdrawn from his/her reseller commission. In cases of chargeback or refund Gadook CANNOT refund the billing fees.
- RESELLER COMMISSION – The Reseller Program gives the Reseller an option to earn a monthly commission, the amount of which depends on the sales he/she has made for the period of one month (the month prior to the month of the commission payment release date). The commission amount is calculated per sold single service on the basis of a simple formula:
[retail price - wholesale price = commission due]
The due commission represents the net difference between the wholesale cost and the retail cost of all services sold within a month. Gadook deducts no billing fees or reseller charges from that amount.
- SERVICE EXPIRATION – Gadook may inform the Reseller of expirations of his/her customers’ services at the e-mail address given in the Reseller’s account profile. In case that a customer’s service is not renewed in due time, Gadook may inform all mailboxes dependant on that service (hosted in the customer’s account), in order to secure a trouble-free performance of the customer’s services.
- TECHNICAL SUPPORT - Gadook will provide technical support to the Reseller and all his/her customers via any of the following support channels: e-mail, live chat, ticketing system or phone. Resellers may choose also to provide support to their customers themselves.
- NOTICES – The Reseller agrees that all notices (except for notices concerning breach of this Agreement) from Gadook to the Reseller may be posted on our web site. Notices concerning breach of this Agreement will be sent either to the e-mail address that the Reseller has provided in his reseller profile or mailed by first class mail to the postal address that the Reseller has on file with Gadook. In both cases, delivery shall be deemed to have been made five (5) days after the notice has been sent. Notices from the Reseller to Gadook should be made by e-mail sent to the address provided on our web site.
- RESTRICTION / REFUSAL OF SERVICE – The Reseller agrees that Gadook, in its sole discretion and without liability to the Reseller, may terminate this Agreement if the Reseller is found to be using Gadook’s Services in association with unsolicited commercial e-mail (SPAM) or morally objectionable activities. Morally objectionable activities may include, but are not be limited to: activities that are in nature defamatory, embarrassing, harmful, abusing, threatening, slanderous or harassing third parties; activities prohibited by any applicable law of the United States and/or foreign territories in which the Reseller conducts business; activities designed to encourage unlawful behavior of others, such as hate crime, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. Please, view our Acceptable Use Policy (AUP) for more information on this matter. In the event that Gadook terminates this Agreement for SPAM or any morally objectionable activity described in this document and/or our AUP, no refund payment will be issued to the Reseller and/or his customer(s).
- NO SOLICITATION – The Reseller agrees that he/she will NOT approach Gadook employees with proposals to hire them as his/her own employees or contractors. If the Reseller were to hire any of Gadook employees the Reseller agrees to pay Gadook – for each employee hired – the greater amount of a three years salary that the Reseller is to pay that employee or $100 000 USD.
- LIMITED LIABILITY – Gadook shall not be liable under any circumstances for any special, consequential, incidental or punitive damages arising out of or in any way connected with this Reseller Agreement, and/or any services and products that the Reseller may choose to resell, including but not limited to: damages for lost profits, loss of service use, loss of data, loss of privacy, damages to third parties. This limited liability clause shall apply even if Gadook has been notified of the possibility of any claims. Gadook liability is limited to the extent permitted by law in states that do not allow the exclusion or limitation of liability for consequential or incidental damages.
- MODIFICATION – This Agreement and its coherent policies are subject to change. Gadook reserves its right to modify these policies upon need without prior notice. All such changes will be announced on our website. Therefore, resellers are encouraged to periodically review these Terms and Agreements, as well as our news postings, in order to have always up-to-date and applicable policy information.
- TERMINATION – The Reseller may terminate this Agreement and his/her reseller account at any point. However, if the Reseller has active customer accounts signed up through his/her reseller store(s), the Reseller needs to send a notice to Gadook 30 days prior to the termination date of his/her account. This is requested in order for Gadook to have the opportunity to transfer all active customer accounts of the Reseller (all the Reseller’s customers default in such cases to Gadook) and ensure that the customers’ will not suffer an unexpected downtime.
- ASSIGNMENT – The Reseller may not assign its rights or duties under this Agreement to another individual or entity without the expressed written consent of Gadook, which will not be unreasonably withheld. Gadook may assign its rights and obligations under this Agreement without prior notice, as long as the Service continues to operate as outlined in this Agreement.
- SEVERABILITY – The provisions of this Agreement are severable. If any part of the Agreement is found to be unenforceable, invalid, or void, then that part will be interpreted in accordance with the applicable law as closely as possible in line with the original intention of both parties of the Agreement. The remaining provisions of the Agreement will remain in full force and effect.
- ENTIRETY – This document and its coherent policies constitute the entire agreement and contract between the parties mentioned herein (Gadook and the Reseller of our Services), and supersedes any and all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between these parties with respect to the subject matter reviewed herein.