RESELLER AGREEMENT

1. Introduction

This Reseller Agreement ("Agreement") is made between CloudKii, a DBA of QwertyFace Media LLC ("CloudKii"), and the individual or entity ("Reseller") who accepts the terms of this Agreement. By entering into this Agreement, Reseller agrees to abide by CloudKii’s policies, including the Minimum Advertised Price (MAP) policy, and other terms and conditions outlined herein.

2. Appointment and Authorization

CloudKii hereby grants the Reseller a non-exclusive, revocable right to market and distribute CloudKii software products and services in accordance with the terms of this Agreement. Resellers are authorized to sell and promote CloudKii software to third parties under the conditions set forth below.

3. Minimum Advertised Price (MAP) Policy

Reseller agrees to comply with the CloudKii MAP policy. Any advertising or promotion of CloudKii products below the established MAP, whether public or private, is strictly prohibited.

SEE M.A.P. PRICING HERE

4. Subscription and Access Rights

Resellers are required to maintain an active CloudKii subscription to continue participating in the reseller program and to retain access to CloudKii’s services and platform.

Cancellation of Subscription: If a reseller cancels their CloudKii subscription, all reseller rights will be immediately revoked. This includes access to the reseller portal, license distribution features, and any commissions earned but not yet paid out.

Impact on Distributed Licenses: Resellers are responsible for any licenses they distribute to customers. In the event of a cancellation of the reseller’s subscription:

  • All distributed licenses will be subject to automatic downgrade or termination at CloudKii’s discretion.

  • CloudKii reserves the right to downgrade or restrict the functionality of the software for the customers who received licenses from the cancelled reseller.

5. Reseller Obligations

Reseller agrees to:

Promote and sell CloudKii products ethically and lawfully.

Maintain accurate and up-to-date records regarding licenses distributed.

Provide accurate information when onboarding clients or affiliates using CloudKii systems.

Abide by all terms outlined in this Agreement and any additional policies provided by CloudKii.

6. Commissions and Payments

Resellers are entitled to earn commissions based on sales generated through their referral links and licenses distributed. Commissions are calculated as per the commission structure provided within the reseller portal.

  • Conditions for Payment: Commissions will be paid out on a monthly basis, provided that the reseller’s account is in good standing and the minimum payout threshold is met.

  • Forfeiture of Commissions: If a reseller’s account is terminated or suspended due to a violation of the MAP policy or other terms, all pending commissions will be forfeited.

7. Termination and Removal

CloudKii reserves the right to terminate this Agreement or suspend a reseller’s access to the system at any time, without prior notice, if the reseller violates any terms of this Agreement, including but not limited to:

  • Failure to comply with the MAP policy.

  • Engaging in unethical or deceptive sales practices.

  • Cancellation of subscription or failure to pay required fees.

    Forfeiture of Commissions: If a reseller’s account is terminated or suspended due to a violation of the MAP policy or other terms, all pending commissions will be forfeited.

    In the event of termination:

  • Reseller will lose access to all CloudKii systems, including the reseller portal.

  • Distributed licenses will be downgraded, and customers will be notified of the reseller’s termination.

  • All pending payments and commissions owed to the reseller will be forfeited

8. Indemnification

Reseller agrees to indemnify and hold CloudKii, its affiliates, and its employees harmless from any claims, losses, liabilities, damages, or expenses (including reasonable legal fees) arising from any breach of this Agreement by the Reseller or any third party using reseller-provided licenses.

9. Confidentiality

Reseller acknowledges that, during the course of this Agreement, they may have access to confidential information, including but not limited to CloudKii’s customer lists, pricing models, and proprietary software details. Reseller agrees not to disclose, use, or disseminate any confidential information without prior written consent from CloudKii.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota, without regard to its conflict of law provisions. Any disputes arising out of or relating to this Agreement shall be resolved in the courts located in Itasca County, Minnesota.

11. Amendments

CloudKii reserves the right to amend this Agreement at any time. Notice of changes will be provided to Resellers via email or through the reseller portal. Continued participation in the reseller program following the amendment of this Agreement constitutes acceptance of the revised terms.

12. Entire Agreement

This Agreement constitutes the entire understanding between CloudKii and the Reseller, superseding any prior agreements or understandings, whether written or oral.

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