Reseller Terms & Condition
Terms & Condition
PHOTO PARTY UPLOAD RESELLER AGREEMENT
Revised as of 11/17/2011
This Agreement is between LA Photo Party, Inc., and the Reseller and establishes the terms and conditions for Reseller’s participation in the PHOTO PARTY UPLOAD PRODUCT Reseller Program.
LA Photo Party Inc. licenses the Reseller to use and re-license the application known as Photo Party Upload to additional users under these terms and conditions:
1. Basic Terms
1.1. Payment to Reseller will be 10% of net revenue generated by photographers signed up on the Reseller's “mirror page” after deduction of credit card processing charges. Checks will be issued once per month only when remaining amount owed to reseller is $25 or more. The photographer/user must sign up from the Reseller's “mirror page” in order for Reseller to receive credit for the commission.
1.2. LA Photo Party reserves the right to change these terms and to offer discounts, promotions, and incentives to some or all photographers using the Photo Party Upload system without notifying Reseller. No approval from Reseller is needed.
1.3. Reseller shall be the primary point of contact to support any photographers signed up by Reseller. Reseller is expected to have adequate knowledge to provide timely and effective customer service and basic tech support. Basic tech support is considered the ability to guide a photographer through all basic setup issues as defined by procedures outlined in official Photo PARTY UPLOAD print or online material (instructions, FAQs, etc.).
2.1. Reseller is an independent contractor engaged in purchasing LA Photo Party products and services for resale to its customers. Reseller is not an agent or legal representative of LA Photo Party Inc. for any purpose, and has no authority to act for, bind or commit LA Photo Party Inc.
2.2. Reseller has no authority to make any commitment on behalf of LA Photo Party Inc. with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with PHOTO PARTY UPLOAD products. Reseller will indemnify LA Photo Party Inc. from liability for any modified warranty or other commitment by Reseller not specifically authorized by LA Photo Party Inc.
2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of LA Photo Party Inc. or PHOTO PARTY UPLOAD. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by LA Photo Party Inc. immediately upon notice from LA Photo Party Inc.
3. Term, Limitations, Termination
3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and LA Photo Party Inc. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
3.2. LA Photo Party Inc. or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
3.3. LA Photo Party Inc. may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.
4. Reseller Programs
4.1. Reseller shall exert best efforts to market PHOTO PARTY UPLOAD PRODUCT. It is Reseller’s responsibility to help its customers determine which system configuration would best serve their needs.
4.2. Reseller shall have sufficient technical knowledge of the PHOTO PARTY UPLOAD PRODUCT products to assist end users.
4.3. LA Photo Party Inc. does not represent that it will continue to support any software, manufacture any particular item, or model of product indefinitely or even for any specific period. LA Photo Party Inc. specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.
4.4. Reseller is expected and encouraged to advertise and promote the sales of PHOTO PARTY UPLOAD products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc.
5. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL PHOTO PARTY UPLOAD BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF PHOTO PARTY UPLOAD HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
6. Use of PHOTO PARTY UPLOAD Trademarks
6.1. Reseller acknowledges the following:
6.1.a. LA Photo Party Inc. owns all right, title and interest in the PHOTO PARTY UPLOAD names and logotypes.
6.1.b. LA Photo Party Inc. is the owner of certain other trademarks and trade names used in connection with certain product lines and software.
6.1.c. Reseller will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with LA Photo Party Inc.
6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the PHOTO PARTY UPLOAD PRODUCT products. With LA Photo Party Inc.’s prior written approval, Reseller may also use the PHOTO PARTY UPLOAD trademarks and trade names to promote and solicit sales or licensing of PHOTO PARTY UPLOAD products if done so in strict accordance with LA Photo Party Inc.’s guidelines. Reseller will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its Photo Party Upload marketing or allow such marks or names to be used by others.
6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the PHOTO PARTY UPLOAD products.
7. Product Warranty
7.1. LA PHOTO PARTY INC. MAKES NO SPECIFIC OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Software and Firmware
8.1 The software license terms will be specified on the Event Manager Website.
9. Proprietary Information
9.1 LA Photo Party Inc. and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information fu ished by the other to it on a confidential basis and identified as such when fu ished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that fu ished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement.
9.2 This Agreement does not grant any license under any patents, trademarks, or other intellectual property rights owned or controlled by or licensed to LA Photo Party Inc.
10. Compliance with Laws
Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold LA Photo Party Inc. harmless for all liability or damages caused by Reseller’s failure to comply with the terms of this provision.
11. Gove ment Contract Conditions
In the event that Reseller elects to sell LA Photo Party Inc. products or services to the any gove ment or gove mental body, Reseller does so solely at its own option and risk, and agrees not to obligate LA Photo Party Inc. as a subcontractor or otherwise to the such gove ment or body.
Notices under this Agreement must be sent by postal mail or e-mail. A notice will not be effective until the addressee actually receives it.
This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Califo ia law gove s this Agreement. LA Photo Party Inc. and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation and/or arbitration in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.