Sell web, cloud & dedicated hosting to your customers from servers physically located in dubai data centers along with 24/7 phone, chat & email support available to you from uae
YOU own the customer relationships. YOU set your own margins. YOU control the branding & billing
Don't rely on international hosting providers to resolve your customers issues. Get 24/7 support from UAE
Deep Product Catalog allows you to sell across customer segments along with upsell & cross sell opportunities
With Buzinessware, you just deal with one account manager, one support team and one control panel for all your business needs
As a value add, your business will be listed in our on demand IT service marketplace & potentials will directly contact you
You control billing, branding, bundling and margins
You make the sale and earn commission, we handle billing and support
Pass us a lead and we’ll do the heavy lifting
You start by submiting the online form with your information
Post validation you will recieve access to our unified control panel & can start to sell instantly
Buzinessware provides resellers priority supports for the fastest response possible. We are available 24x7x365 to support our valued resellers.
We accept cash, credit cards & deposits in your reseller account
We do not charge any kind of activation, deposit or Sign-up Fee. Neither do we have any hidden costs. This is a Zero Investment business for you. You can set the pricing for products and services individually; offer special sales and promotions, even provide certain customers with discount pricing. We also have a global pricing option that let you quickly set the pricing for all of your products at once from reseller unified control panel.
Buzinessware reseller program is designed for the needs of anyone who wants to earn revenue with their company brand name by selling IT infrastructure services from Middle East Data Centers. Upon registration in the program, each reseller receives generous discounts on buzinessware products & services also including a marketplace where you can sell your products and services with a one assigned dedicated account manager. This robust program gives you a powerful reseller unified control panel that manages sales, billing, support, products, and services to any client you sign up.
This Reseller Agreement alongwith all its appendices, extensions and amendments at any given point in time (hereinafter referred to as the "Agreement") is made, entered into and executed as of the day of signup (hereinafter referred to as the "Effective Date")
Buzinessware FZCO (hereinafter referred to as "Principal") and you (hereinafter referred to as "Reseller "). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Reseller " shall refer to such entity.
(The Principal and the Reseller may be referred to individually as a "Party" and collectively as the "Parties").
WHEREAS the Principal provides various Products and Services which it has provided/rendered/sold, or is providing/rendering/selling through this Reseller Program;
AND WHEREAS the Reseller wishes to purchase and resell Principal's Products and Services
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Principal and the Reseller , intending to be legally bound, hereby agree as follows:
"Principal Website" refers to www.buzinessware.com
"Business Day" refers to a working day between Saturday to Thursday excluding all Public Holidays.
"Control Panel" refers to buzinessone, the unified control panel powered by buzinessware including Servers, Software, Interfaces, Principal Products and API that is provided for use directly or indirectly under this Agreement by the Principal and/or its Service Providers.
"Principal Products" refer to all products and services of Principal which it has provided/rendered/sold, or is providing/rendering/selling through this Reseller Program.
"Order" refers to a Principal Product purchased directly or indirectly by a Reseller , having a unique Order ID in the Control Panel Database.
"Service Providers" refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that Principal or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of Principal Products, Control Panel and any other services and operations of Principal.
"Prohibited Persons" refers to individuals, organizations or entities located in certain sanctioned countries (each a "Sanctioned Country") and certain individuals, organizations, entities, or domain names as listed by the government of the United Arab Emirates, with whom all or certain commercial activities are prohibited.
"Confidential Information", as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by Principal to the Reseller under this Agreement, whether written, transmitted, oral, through the Principal Website or otherwise, that is marked as Confidential.
Principal at its sole discretion may approve the reseller after the signup is completed & the verification process is completed
Principal shall always make available the latest version of the Reseller Agreement in the Control Panel.
Principal shall be responsible for providing customer service, billing support, and technical support to the Reseller only & not it’s Customers
Principal will notify the Reseller via email whenever newer versions of any Agreement, Pricing, Product or Promotions are posted in the Control Panel.
The Reseller shall be responsible for providing customer service, billing support, and technical support to their Customers.
The Reseller acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order, Sub-Reseller or Customer in the Control Panel Database, the data element in the Control Panel Database records shall prevail.
The Reseller acknowledges that all information of the Customer in the Control Panel , including authentication information is accessible to Principal and its Service Providers
Reseller acknowledges that Principal Products may be obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Reseller acknowledges and agrees that Principal shall not have any liability associated with any such occasion.
The Reseller shall comply with all other terms or conditions relating to, including without limitation, Principal Products, Website, Control Panel or relating to this Agreement etc. as established by Principal and/or its Service Providers from time to time. The Principal does not endorse or assure the quality, availability, or timeliness or any other assurance in relation to product or services provisioned by non-Buzinessware FZCO website(s).
The Reseller agrees that Principal Products under this agreement may be made available to Customers, only after they enter into a legally binding agreement which is no less protective of Principal than this Agreement. The Reseller will be responsible for ensuring compliance with such applicable terms and conditions and shall be responsible for any liability resulting from noncompliance with such terms and conditions.
The Reseller agrees to provide, maintain and update, current, complete and accurate information for all the data elements about the Reseller in the Control Panel Database.
Reseller shall not transact with or act on behalf of any Prohibited Person. If Reseller is a Prohibited Person, Reseller is prohibited from registering or signing up with, subscribing to, or using any Principal Product, or participating in the Reseller program. Any violation of this provision as determined in Principal's sole discretion, may result in the suspension and/or termination of the Reseller account and the termination of this Agreement without a refund or compensation of any kind to Reseller .
Principal and the Reseller represent and warrant that:-
(1) they each have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;
(2) By clicking on “I have read the Reseller Agreement & agree to all the terms therein.” on Buzinessware website Sign up page This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and Principal in accordance with its terms. Principal at its sole discretion may approve the reseller after the signup is completed & the verification process is completed
(3) The execution, delivery, and performance of this Agreement and the consummation by Principal and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:-
(1) any provision of law, rule, or regulation;
(2) any order, judgment, or decree;
(3) any provision of corporate by-laws or other documents; or
(4) any agreement or other instrument.
(5) the execution, performance and delivery of this Agreement has been duly authorized by the Reseller and Principal;
(6) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
The Reseller represents and warrants that:
(1) the Reseller has read and understood every clause of this Agreement
(2) the Reseller has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement
(3) the Reseller is not a Prohibited Person and is not acting on behalf of a Prohibited Person; and
(4) the Reseller is eligible, to enter into this Contract according to the laws of the Reseller 's country
Principal and Service Providers may change any information, including Authentication Information of the Reseller in the Control Panel Database upon receiving authorization from the Reseller or any authorised representatives of the Reseller in any form as maybe prescribed by Principal from time to time.
Principal and Service Providers may provide/send any information in the Control Panel Database, about the Reseller , including Authentication information
(1) to the Reseller Contact Details
(2) to any authorised representative, agent, contractee, employee of the Reseller upon receiving authorization in any form as maybe prescribed by Principal from time to time
(3) to the Service Providers
(4) Principal and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a Principal Product
(5) Principal reserves the right to change pricing, minimum order levels, and discounts, of any Principal Product , at any time
(6) Principal reserves the right to introduce promotional marketing schemes for any Principal Product at anytime. Principal make it mandatory upon Reseller to participate in such a promotional marketing scheme
(7) Principal and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. In such case Principal may refund the fees charged for the Order, after deducting any processing charges for the same
(8) Principal and Service Providers, in their sole discretion, without notice, expressly reserve the right to to fix any bugs in, modify, upgrade, freeze the Control Panel , Principal Products and its associated services. Principal in its sole discretion, without notice, expressly reserves the right to modify the content on any page within the Control Panel and Principal product interfaces, including but not limited to marketing content, images, html, styles, pricing information and any other information, Reseller acknowledges that actions described in this paragraph may occur without notification or knowledge of the Reseller . Principal will not be held responsible or liable for any such changes under any circumstance
(9) Notwithstanding anything to the contrary, Principal and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, acccess, delete, suspend, deny, cancel, modify, intercept and analyze traffic of, copy, backup, access data of, redirect, log usage of, monitor, limit access to, limit access of, take ownership of or transfer any Order, or to delete, suspend, freeze, modify Reseller s' access to Control Panel , or to modify, upgrade, suspend, freeze Control Panel , or to publish, transmit, share data in the Control Panel Database with any person or entity, or to contact any entity in the Control Panel Database, in order to recover any Payment from the Reseller for any service rendered by the Principal including services rendered outside the scope of this agreement for which the Reseller has been notified and requested to remit payment, or to publish, transmit, share data in the Control Panel Database with any person or entity, or to contact any entity in the Control Panel Database, or to correct mistakes made by Principal or its Service Providers in processing or executing an Order, or in the case of any breach or violation or threatened breach or violation of this Agreement, or incase Principal learns of a possibility of breach or violation of this Agreement which Principal in its sole discretion determines to be appropriate, or incase of Termination of this Agreement, or if Principal learns of any such event which Principal reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the Principal Products and the Control Panel , or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Principal, or to avoid any liability, civil or criminal, on the part of Principal and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Reseller and/or its Customers or any other authorised representatives of the Reseller violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent or Principal learns of the possibility of any such violation, or upon authorisation from the Reseller in any manner that Principal deems satisfactory, or for any other appropriate reason. The Reseller agrees that Principal and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Principal and Service Providers, are not liable for loss or damages that may result from any of the above
(10) In case of Orders involving web services, Principal and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if an Order has expired, or is suspended, or does not contain valid information to direct it to any destination. Reseller acknowledges that Principal and Service Providers cannot and do not check to see whether such a redirection, infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Reseller , or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Reseller or any third party, or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection
(11) Principal has the right to rectify any mistakes in the data in the Control Panel Database with retrospective effect.
(12) Principal and Service Providers expressly reserve the right to suspend or terminate Reseller 's account, without prior notice and without issuing a refund or compensation of any kind, if Principal or Service Provider determines in its sole discretion, that Reseller has violated the OFAC Provision in Section 4. Principal and Service Provider shall not be liable for any loss or damages resulting from such action whether such loss or damage is incurred by the Reseller , the Reseller 's customer, or a third party. Principal will not directly or indirectly refund any amounts to any Prohibited Person, including without limitation, any amounts in a Reseller 's Advance Account.
(1). Subject to the term of this Agreement, the initial term of the Order purchased by You shall be for the period set forth in the registration form presented to You at the first time You purchase the Order (the "Initial Term"). Unless You cancel prior to the end of the Initial Term, the Term shall automatically renew for successive periods (each a "Renewal Period") of equal length as the Initial Term, unless otherwise You elect not to renew at the end of the Initial Term or Renewal Period by giving a written notice of 30 days prior to expiry of Initial Term or the Renewal Period, as the case may be. For the purpose of this section Term shall include Initial Term or Renewal Period as the context may arise. You acknowledge, agree, and authorize the Principal to automatically bill the applicable fee and/or charge your Advance Account and/or Card Information (as defined herein below) or other payment account on file, if any, for each Renewal Period, unless you terminate or cancel the Order prior to such charge as provided in this section.
(2) This Agreement shall be terminated in accordance with the Section 8 (TERMINATION OF AGREEMENT).
In the event that the Reseller does not perform to minimum levels of AED 10,000 revenue/year, they will be auto scaled to a regular customer status without any discounted volume pricing
With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.
In the event that the Reseller or an Agent / Employee / Authorized Representative of the Reseller materially breaches any term of this Agreement and/or any Reseller Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder
There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Reseller 's Application to Principal and/or any material accompanying the application.
The Reseller or an Agent / Employee / Authorized Representative of the Reseller is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Principal reasonably deems as the substantive equivalent of any of these; or
The Reseller is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.
(1) as provided for in Appendix 'A' and Appendix 'C'
(2) Effect of Termination of this Agreement
(1) Principal shall suspend Reseller s' access to the Control Panel , Principal Servers and all Principal Products and Services, under this agreement and all Reseller Product Agreement Extensions, immediately upon learning of any event, which Principal reasonably determines, would lead to Termination of the Agreement.
(2) Upon expiration or termination of this Agreement, all Reseller Product Agreement Extensions signed by the Reseller shall deemed to have been Terminated with immediate effect
(3) Upon expiration or termination of this Agreement, Principal may complete the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination
(4) Principal may transfer all Orders falling under the purview of the specific Reseller Product Agreement to another Reseller or Principal.
(5) Any pending balance due from the Reseller at the time of termination of this Agreement or any Reseller Product Agreement Extension will be immediately payable.
(6) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Reseller Product Agreement Extension in accordance with its terms, unless specified otherwise.The Reseller however shall be liable for any damage arising from any breach by it of this Agreement or any Reseller Product Agreement Extension.
(1) You shall pay all applicable fees as per the Payment Terms and Conditions set out in Appendix 'C'; In addition to the foregoing, You agree by purchasing the Order(s) the Principal shall be allowed to place Your account on a recurring payment plan. Unless You disable the automatic renewal option by selecting appropriate option in the Reseller Control Panel, the Principal shall have the right to automatically renew the Order(s) when it comes up for renewal and will take payment from the payment method the Principal have on file. For avoidance of doubt it is agreed between the Parties that auto-renewal shall be available for all Order(s).
You acknowledge, agree and authorize the Principal or its Service Providers to seek, demand, capture, process, transfer and store your debit/credit card information (the "Card Information") when you are making any purchase or renewing the Order(s).
You agree and acknowledge that auto-renewal subjected to recurring payment plans may fail in the following scenarios:-
a. If you disable auto-renewal for any Order, at any time;
b. If you delete any Card Information on record from the Reseller Control Panel, the Card Information expires, or insufficient of funds or exceeds its permissible limit;
c. If the Control Panel is unable to successfully carry out auto-renewal of your Order(s) in cases including, but not limited to, the Order being locked/suspended, an action waiting to be processed etc. in accordance with this Agreement;In such event, you agree and acknowledge that it is your responsibility to manually track of and renew the Order(s).
(2) Principal will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Reseller Control Panel or on the Principal Website and during the Ordering Process. Principal has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on posting of the revision in the Reseller Control Panel or on the Principal Website or on notification to the Reseller via email to the Reseller.
(3) Reseller acknowledges that it is the Reseller 's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Reseller , and not as a binding commitment, we may notify the Reseller of any expiring Orders, via an email message sent to the contact information associated with the Reseller in the Control Panel database. Should renewal fees go unpaid for an Order, the Order will expire.
The Reseller agrees to expressly authorize Principal to send the Reseller Account and Order related transactional SMS messages, even in the case that the Reseller 's mobile number is listed as DND with the concerned Telecom Regulatory Authority. The Reseller also agrees to expressly authorize Principal to send his Customers Order related transactional SMS messages using the Reseller 's Branding, even in the case that the Customer's mobile number is listed as DND with the concerned Telecom Regulatory Authority.
(4) Reseller acknowledges that after expiration of the term of an Order, Reseller has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Principal. Principal and Service Providers may make any modifications to said Order or any information associated with said Order. Principal and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. Principal and Service Providers may choose to monetize such requests in any fashion at their sole discretion. Principal and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. Principal and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion. Principal and Service Providers may choose to transfer the ownership of the Order to any third party in their sole discretion. Reseller acknowledges that Principal and Service Providers shall not liable to Reseller or any third party for any action performed under this clause.
(5) Principal at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.
(6) Principal makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase.
IN NO EVENT WILL PRINCIPAL, SERVICE PROVIDERS, OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE Reseller FOR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF PRINCIPAL AND/OR SERVICE PROVIDERS, OR CONTRACTORS OR THIRD PARTY BENEFICIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Principal FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:
(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;
(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;
(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;
(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR Principal PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;
(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against Principal by the Reseller , then in no event will the liability of Principal exceed actual amount paid by the Reseller for the Order in question minus direct expenses incurred with respect to the Order in question.
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE Principal RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO Principal BY THE Reseller DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
(1) The Reseller , at its own expense, will indemnify, defend and hold harmless, Principal, Service Providers and the contractors, employees, directors, officers, representatives, agents and affiliates, of Principal and Service Providers against any claim, suit, action, or other proceeding brought against Principal and/or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Principal Products provided hereunder or use of the Principal Products, including without limitation:-
(1) arising out of any breach by the Reseller of this Agreement
(2) relating to any product or service of the Reseller
(3) relating to any actions of the Reseller , or the Reseller 's employees, customers or any other party affiliated with the Reseller directly or indirectly;
(4) relating to any agreement and Terms and Conditions with any Customer of the Reseller
(5) relating to the Reseller 's, including, but not limited to, the advertising, application process, systems and other processes, fees charged, billing practices and customer services provided(6) relating to or arising out of any Order or use of any Order
(7) relating to any action of Principal as permitted by this Agreement
(8) relating to any action of Principal carried out on behalf of Reseller as described in this Agreement
However, that in any such case Principal may serve the Reseller with notice of any such claim and upon the Reseller 's written request, Principal will provide to the Reseller all available information and assistance reasonably necessary for the Reseller to defend such claim, provided that the Reseller reimburses Principal for its actual costs.
The Reseller will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Principal in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Principal to the Reseller , or by any disclosure of any Confidential Information to the Reseller under this Agreement
Reseller shall further ensure Reseller does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Reseller acknowledges that Principal cannot and does not check to see whether any services or the use of the services by the Reseller under this Agreement, infringes legal rights of others.
Reseller and/or any of it’s shareholders, employees, directors, officers, agents, contractors, of Reseller and its subsidiaries have invested in or have any form of interest or control in, or work for, or contract with, shall not, directly or indirectly, knowingly or unknowingly, employ, make, or seek to make any offer of employment to Principal staff during the term of this Agreement and for a period of 3 years (36 months) following termination of same.
(1) Reseller agrees and acknowledges that Principal owns all data, compilation, collective and similar rights, title and interests alonwith all information and derivative works generated from the Control Panel Database worldwide
(2) Principal and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Principal or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.
No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
(1) During the period of this Agreement, Reseller agrees that Principal may:-
(1) revise the terms and conditions of; and
(2) change the services provided
under this Agreement, or any Reseller Product Agreement Extension.
(2) Any such revision or change will be binding and effective immediately on posting of the revision in the Reseller Control Panel or on the Principal Website or on notification to the Reseller via email.
(3) The Reseller agrees to review the Reseller Control Panel and the Principal Website including the agreements, periodically, to be aware of any such revisions
(4) If the Reseller does not agree with any revision, the Reseller may terminate the Agreement or Reseller Product Agreement Extension according to Section 8(3) of this Agreement
(5) Reseller agrees that, continuing use of the services under this Agreement or the Reseller Product Agreement Extension following notice of any revision, will constitute as an acceptance of any such revisions or changes
(6) The Reseller shall execute, if required by Principal, in a form and manner prescribed by Principal, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Reseller Product Agreement Extension
(7) It will be the Reseller 's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Reseller 's Agents / Authorised Representatives.
All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'.
The Reseller shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Principal's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and receiving prior written consent.
The Reseller gives Principal the right to recommend / suggest the Reseller 's name and details to Customers / Visitors to the Principal Website, and Prospective Customers and use the Reseller s name in marketing / promotional material with regards to Principal Products.
The Reseller shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the Principal Products.
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Reseller shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of the Principal.
THE CONTROL PANEL , PRINCIPAL SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
PRINCIPAL AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
Principal AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, Control Panel OR BY ACCESSING Principal SERVERS. WITHOUT LIMITING THE FOREGOING, Principal AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH Control Panel OR Principal SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE Control Panel /Principal SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY Principal AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE Control Panel WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER
Principal AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. Principal AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.
FURTHERMORE, Principal NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE Control Panel , Control Panel SERVERS, Principal WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
Any Dispute, including any question regarding the existence, validity or termination of the Agreement, shall be referred to and finally resolved by arbitration under the rules of the Dubai, United Arab Emirates. The seat, or legal place, of arbitration shall be Dubai, United Arab Emirates. The language to be used in arbitral proceedings shall be English.
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of United Arab Emirates, applicable therein without reference to rules governing choice of laws. Subject to Section 22, any action relating to this Agreement must be brought in a court in Dubai, United Arab Emirates. Principal reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Reseller is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.
(4) Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(3), 24(4), 24(6), 24(10), 25(2) and all Sections of Appendix A, and all Sections of Appendix B, and Sections 1(5), 1(6), 1(7), 2(5), 3, 4 of Appendix C and any Sections covered separately under a Survival clause in any Reseller Product Agreement Extension shall survive
(5) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), including any Sub-Reseller , Customer, and Prospective Customer with any remedy, claim, and cause of action or privilege against Principal.
(6) The Reseller and Principal and its Service Providers are independent contractors, and nothing in this Agreement will create any Reseller ship, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Reseller will have no authority to make or accept any offers or representations on our, or our Service Providers', behalf. Reseller will not make any statement, whether on his Website or otherwise, that reasonably would contradict anything in this Agreement.
(7) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.
(8) Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.
(9) Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Reseller Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
(10) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.
(11) This agreement may be executed in counterparts.
(12) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.
(13) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Principal
In the event that Principal suspects breach of any of the terms and conditions of this Agreement:
(1) Principal can immediately, without any notification and without assigning any reasons, suspend / terminate Reseller s' access to all Principal Products and Services and the Control Panel.
(2) Reseller will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.
(1) Any notice or other communication required or permitted to be delivered to Principal under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered when delivered to the legal contact address specified in the Reseller Control Panel or on the Principal Website, by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.
(2) Any notice or other communication to be delivered to Principal via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Reseller Control Panel or on the Principal Website.
(3) Any notice or other communication required or permitted to be delivered to the Reseller under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Reseller in the Control Panel Database.
(4) Other than those notices mentioned in this agreement, Principal is NOT required to communicate with the Reseller in any respect about services provided under this agreement. As a convenience to the Reseller , Principal may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Principal at anytime.
This Appendix A covers the terms of access to the Control Panel . Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
1. ACCESS TO Control Panel
(1) Principal may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend Reseller s' access to the Control Panel in the event of significant degradation of the Control Panel , or at any time Principal may deem necessary.
(2) Principal may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the Control Panel from time to time.
(3) Access to the Control Panel is controlled by authentication information provided by Principal. Principal is not responsible for any action in the Control Panel that takes place using this authentication information whether authorized or not.
(4) Principal is not responsible for any action in the Control Panel by a Reseller
(5) Reseller will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the Control Panel including, without Limitation temporary / permanent slow down of the Control Panel , damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the Control Panel and architecture needed to continue operation thereof.
(6) Reseller will not send or cause the sending of repeated unreasonable network requests to the Control Panel or establish repeated unreasonable connections to the Control Panel . Principal will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.
(7) Reseller will take reasonable measures and precautions to ensure secrecy of authentication information.
(8) Reseller will take reasonable precautions to protect Control Panel Data from misuse, unauthorized access or disclosure, alteration, or destruction.
(9) Principal shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
(10) Principal shall not be liable for any damages due to downtime or interruption of Control Panel for any duration and any cause whatsoever.
(11) Principal shall have the right to temporarily or permanently suspend access of a Reseller to the Control Panel if Principal in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the Control Panel , or learns of any possible misuse that has occurred, or will occur with respect to a Reseller.
(12) Principal and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, Control Panel
2. Terms of USAGE OF Control Panel
(1) Reseller , or its contractors, employees, directors, officers, representatives, agents and affiliates and Reseller s, either directly or indirectly, shall not use or permit use of the Control Panel , directly or indirectly, in violation of any country, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Principal, Service Providers or other Reseller s, Customers and Reseller s, or their reputation, including but not limited to the following activities -
(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)
(2) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)
(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider
(4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware")
(5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software
(6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Principal
(7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere
(8) Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Principal, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Principal, to be threatening or obscene or inappropriate
(9) Engaging in or solicit illegal activities, or to conduct any other activity that infringes the rights of Principal, Service Providers or any other third party
(10) Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person
(11) Transmitting Unsolicited Commercial e-mail (UCE)
(12) Transmitting bulk e-mail
(13) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist
(14) Posting bulk Usenet/newsgroup articles
(15) Denial of Service attacks of any kind
(16) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Principal in its sole discretion
(17) Copyright or trademark infringement
(18) Unlawful or illegal activities of any kind
(19) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)
(20) Causing lossage or creating service degradation for other users whether intentional or inadvertent.
(21) Distributing chain letters
(22) Sending large or multiple files or messages to a single recipient with malicious intent
(23) Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites
(24) Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), or illegal distribution of prescription medications, including, but not limited to, promotion, marketing, or sale of prescription medications without a valid prescription
(25) Referencing an Control Panel provided service or an Order within a spam email
(26) Hosting, transmitting, providing, publishing, or storing illegal content, including but not limited to the following material, information, messages, data or images:
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