vitalesafe.com

vitalEsafe Authorized Reseller Program Terms and Conditions

The following presents the terms and conditions of the vitalEsafe Authorized Reseller Program and will become the Agreement between the parties upon acceptance of Applicant as a Reseller. The term “Applicant” will refer to an organization or individual who has submitted an application to become an Authorized Reseller and the term “Reseller” will be used to refer to an organization or individual whose application has been approved. The term “Party” or “Parties” is defined to mean vitalEsafe and Reseller.

vitalEsafe is the proprietary owner of and is entitled to license and market its online storage services, hereinafter referred to as the “Product”. Applicant, by completing a vitalEsafe Authorized Reseller application, wishes to be authorized by vitalEsafe to promote the Product under the terms and conditions found in this Agreement. Applicant will be notified by e-mail as soon as the application is reviewed. Approval of the Application is at the sole discretion of vitalEsafe.

Authorized Reseller Program

If application to become an Authorized Reseller is approved, two URLs (links) will be provided to Reseller which are to be used by Reseller's customers when signing up for a vitalEsafe account. One URL will be for Personal Accounts and the other will be for Business Accounts. No commissions will be paid unless the appropriate URL is utilized for account setup. To receive commission on new accounts or upgrades, Reseller must be an Authorized Reseller in good standing.

vitalEsafe will generate a monthly report  for  Reseller showing all revenues generated for accounts set up with URLs assigned to Reseller. The reports will include for each account: First three letters of username, amount of storage, number of keys, and any revenue collected from each account. Reseller shall be paid on a monthly basis 15% of the total revenue received from new accounts or upgrades to existing accounts during the prior month. Should there be any adjustments to amounts received from any customers of Reseller, commissions will be adjusted accordingly.

Reseller may  be asked to provide information such as federal tax id or social security number which may be necessary for vitalEsafe to comply with any tax requirements. Payment of commissions will not be made until any necessary information is collected.

vitalEsafe reserves the right at any time without prior notice to change account pricing and to adjust the commission structure on new accounts or account upgrades.

Terms / Termination

This Agreement will begin on the date of vitalEsafe approval of Applicant as an authorized vitalEsafe Reseller.  It will automatically renew each year unless either Party has terminated the agreement. Either Party may terminate the agreement, at any time, with or without cause or notice; provided in such event Reseller shall continue to be paid any commissions due with regard to existing accounts and existing referrals.

Reasons that vitalEsafe might choose to terminate this Agreement would include but not be limited to:  Reseller breaching any of the terms of this Agreement, Reseller becoming insolvent or declaring bankruptcy, lack of productivity by Reseller, or Reseller performing any illegal acts.

If the Agreement is terminated, Reseller will immediately cease marketing the Product and as soon as possible remove all references to vitalEsafe including logos, links, trademarks, etc. from Reseller’s Internet site as well as any marketing materials containing references to vitalEsafe.

Law and Jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the law of the State of Alabama, United States of America. In relation to any legal action or proceedings wherein a party challenges the enforceability of the arbitration provisions of this agreement, or wherein there has been a judicial determination against the enforceability of said arbitration provision, or to the extent the Parties agree that arbitration is not appropriate with regard to the claims, each of the parties irrevocably submits to the jurisdiction of the Alabama courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

Dispute Resolution

Any dispute arising out of or relating to this Agreement which cannot be resolved shall be finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by a sole arbitrator. If the parties encounter difficulty in agreeing on an arbitrator, they agree that the AAA shall select the arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16. The award shall be based upon applicable law and judicial precedent and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be in Birmingham, AL. The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any damages in excess of compensatory damages. The parties shall bear their respective costs in connection with the dispute resolution procedures described in this section, except that the parties shall share equally the fees and expenses of any neutral third party or arbitrator and the costs of any facility used in connection with such dispute resolution procedures.

Merger Clause / No Partnership