(hereinafter referred to as the “Agreement”)
concluded on the day, month and year specified below, by and between:
Trackdesk s.r.o.
a company duly established and organized under the laws of the Czech Republic
with its registered office at Slezská 844/96, Vinohrady, 130 00 Prague 3, Czech Republic
ID No.: 143 49 043
(hereinafter referred to as the “Trackdesk”, “we” or “us”)
and
__________
(hereinafter referred to as the “Reseller” or “you”)
This Agreement governs the relationship between Your Website and marketing activities and the Trackdesk's Website.
DEFINITIONS
"Reseller" or "you" means an aforementioned person or legal entity, which completed the signup process on the Reseller Program Website and became a participant of Trackdesk's Reseller Program.
"Reseller Program Website" means trackdesk.com.
"Commission" means the monetary compensation you receive, according to the Section 6 hereof, for participating in Trackdesk's Reseller Program; the Commission consists of percent of your total sale amount. The sale occurs when an End User visits Trackdesk's Website through a Referral Link or is submitted to the Trackdesk's Website by the Reseller and makes a payment for Subscription or otherwise as described herein.
"Commission Payment" refers to payments systems, through which you can receive your Commission. You may receive your Commission through a wire transfer or through another payment method such as PayPal etc. Payments are processed by the latest on the 15th day of each month following the month for which the entitlement for the Commission arose. In the event that Commission Payment is subject to any bank fees, such bank fees shall be paid in share mode. That means that each party shall bear bank fees accrued to such party.
"End User" means the authorized actual user of the Trackdesk's Service, who registers for a free / paid account on the Trackdesk's Website.
"Lead" means the potential End User of the Trackdesk's Service, who clicks on the Reference Link or who has been submitted by the Reseller to the Trackdesk's Website and who has been approved by Trackdesk as a Reseller's lead according to the terms herein. The Lead could be approved by Trackdesk at its sole discretion, taking into account the following: (i) the Lead should be the new user for Trackdesk; (ii) the Lead should use your Referral Link or should be submitted by the Reseller to the Trackdesk's Website; (iii) the Lead should not be the pre-existing End User of Trackdesk (iv) the Lead is not involved in our active sales process with our sales representative(s) or agents or other resellers; (v) the Lead must have learned about Trackdesk from the Reseller (vi) Reseller can re-submit the Lead up to 2 (two) times after the initial submission, any further re-submission would be declined by Trackdesk at its sole discretion.
"Net Revenue" means the initial Subscription fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to Trackdesk by an End User for the Trackdesk's Service on the Trackdesk's Website. Net Revenue shall: (i) be calculated net of any discounts, taxes payable; (ii) be calculated including any subsequent refunds to End User.
"Referral Link" means a link that leads to Trackdesk's Website and contains your referral ID. You will receive your referral ID only after becoming the participant in Trackdesk's Reseller Program.
"Subscription" means the subscription for the Trackdesk's Service specified on the Trackdesk's Website.
"Trackdesk's Reseller Program" is a revenue-sharing program, developed by Trackdesk that allows you, the Reseller, to use marketing methods to promote our services and drive traffic to the Trackdesk's Website, pursuant to the provisions of this Agreement.
"Trackdesk's Service" means the access to the online marketing platform, applications, and tools, that the users view or subscribe for, that are developed, maintained, operated by us, accessible via Trackdesk's Website.
"Trackdesk's Website" means the world wide web site that is operated by the Trackdesk under the link trackdesk.com where End Users may sign up for a Subscription.
"Third Party" means any individual or legal entity, other than the party to this Agreement.
"Your Account" means your account on the Reseller Program Website, where your information is stored and where you can track your reseller activity, including payment information.
"Your Website" or "Reseller Website" means the world wide web site that you state during the signup to Trackdesk's Reseller Program, which is owned or operated by you.
RESELLER RIGHTS
We grant you, subject to the limitations set forth below, a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, revocable right to: (i) demonstrate and promote the Trackdesk's Service to your prospects and customers (potential End Users), and (ii) to provide End Users access to use the Trackdesk's Service, in accordance with this Agreement, provided that End Users agreed to Trackdesk's terms and conditions, specified on the Trackdesk's Website.
You may place banners or Reference Links within your newsletters, on Your Website, or within another web-related content.
You can reach us by sending an email to partners@trackdesk.com.
RESELLER OBLIGATIONS
You must provide your full legal name, a valid email address, a valid domain name of Your Website and all other information requested in order to complete the signup process on the Reseller Program Website. All information you provide in your profile must be truthful. You are solely responsible for all the information you provide in Your Account profile and on Your Website.
Prior to performing any advertising activity relating to the promotion of Trackdesk's Service or Trackdesk or prior to publishing any related material, i.e. anything provided by or through Trackdesk, its affiliates, subsidiaries, employees, agents, licensors, or other commercial partners or anything relating to the promotion of Trackdesk or Trackdesk's Service including, but not limited to, software, informational text, documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof, YOU MUST ALWAYS ASK TRACKDESK FOR PRIOR WRITTEN AUTHORIZATION TO PUBLISH SUCH MATERIAL OR PERFORM SUCH ADVERTISING ACTIVITY.
You may not, directly or indirectly, (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Trackdesk's Service or Trackdesk's Website or any portion thereof available to any third party; (b) use the Trackdesk's Service or Trackdesk's Website for any purpose or in any manner that is unlawful (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or is prohibited by this Agreement; (c) read or attempt to read or derive the source code of the Trackdesk's Service or Trackdesk's Website or the software underlying them; (d) work around any technical limitations in the Trackdesk's Service or Trackdesk's Website; (e) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Trackdesk's Service or Trackdesk's Website or its components; (f) modify, translate, adapt, create or attempt to create any derivative works of the Trackdesk's Service or Trackdesk's Website; (g) hack or otherwise attempt to gain unauthorized access to the Trackdesk's Service or Trackdesk's Website or its related systems or networks.
As a reseller, you can only have 1 (one) account. You can list multiple domains in 1 (one) account, but only 1 (one) account is allowed.
You will be solely responsible for the development, operation, and maintenance of Your Website and for all materials that appear on Your Website. You should ensure that materials posted on Your Website do not violate or infringe the rights of any Third Party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). You will be solely responsible for the accuracy, truthfulness, and appropriateness of materials posted on Your Website. We do not endorse or accept any responsibility for any links that lead from Your Website to any other website apart from the Trackdesk's Website and for any content that can be found by following these links to Third Party websites.
Reseller warrants and guarantees on behalf of itself and its resellers, subsidiaries, employees, agents, subcontractors or any other affiliated persons: (i) that all personal data, contained in the Leads (if any) or any other data or material, provided to Trackdesk according to this Agreement, were collected in accordance with all applicable laws, including but not limited to, applicable data protection laws; (ii) that the Reseller is fully allowed to transfer personal data to Trackdesk and that the Reseller received all necessary permissions so that Trackdesk could store and process such personal data, use it in marketing purposes and for offering its services.
PROHIBITED USES
You may not use the Trackdesk's Reseller Program for any illegal or unauthorized purpose. While using the Trackdesk's Service and/or participating in the Trackdesk's Reseller Program, you must not violate any laws in your area / state / country or in area / state / country where you are performing your business or other activities relating to this Agreement.
You cannot promote Trackdesk and Trackdesk's Service on any websites with hate / violent / defamatory content or any other content that is considered offensive or inappropriate, and any websites that violate Third Party rights and/or violate any applicable laws. Trackdesk may or may not review all content on Your Website(s) or used by you in your promotional methods. Trackdesk may require and you agree to provide us the information regarding traffic sources, promotional channels, and your promotional methods with regard to Trackdesk's Service. If your sources, channels, or methods with regard to Trackdesk's Service would be considered inappropriate or inconsistent with the terms of this Agreement, at Trackdesk's sole discretion, your account could be suspended, your use privileges could be revoked and Commissions could be canceled.
Reseller may not share Commission, received through Trackdesk's Reseller Program, with End Users, commission cannot be split in any way between you, your employees, and any other Third Party, including End Users, unless previously approved by Trackdesk.
You cannot use and/or mention in any way: (i) the Trackdesk's brand name as a keyword in your advertising campaigns across any search engines, including any misspellings in the brand name; (ii) the Trackdesk's brand name in the domain name of Your Website, including any misspellings of the brand name; (iii) brand names, trademarks, of other companies as a keyword in your advertising campaigns across any search engines, including any misspellings in the brand name, trademark. This includes bidding on our branded terms in paid search campaigns, including but not limited to advertising on search engines targeting our company name or similar variants.
You may not modify the trademarks, banners, the content, or any of the images provided to you in any way, without our prior written consent.
Fraud is a serious offense and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, Leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating Commissions. ANY ATTEMPTED FRAUD OR FRAUD OR ANY HARMFUL ACTION WILL RESULT IN ACCOUNT CANCELATION AND VOIDED COMMISSIONS. Reseller has to provide all the documents requested by us within 7 (seven) days in case we notice any potentially fraudulent activities associated with Your Account or coming through your Referral Links. Otherwise, Your Account will be blocked and the Commissions will be canceled.
You cannot SPAM. We will terminate Your Account on the first offense of spamming. Do not send emails to lists or groups that you do not have permission to send them to. We have the right to deactivate or delete Your Account and immediately terminate this Agreement on the first offense referring to this section.
You will not receive Commissions for self-referrals and for resellers, who violate our Trackdesk's Reseller Program terms. You are also not allowed to refer the company you work for and receive Commissions for that.
You may not market free trials as discount offers / coupons and may not place free trials in discount / coupon sections of Your Website(s) unless otherwise agreed by us in writing.
FTC DISCLOSURE REQUIREMENTS
Where it is not expressly clear that the Referral Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that you are receiving Compensation from Trackdesk in connection with the Trackdesk's Reseller Program, you must include a disclosure statement within any and all pages, blog posts, social media posts, or any other content where you include the Referral Link or otherwise advertise or endorse the Trackdesk's Website or Trackdesk in connection with the Trackdesk's Reseller Program. This “material connection disclosure” statement should be clear and concise, stating that we are compensating you for your participation in the Trackdesk's Reseller Program. Also, any statements you make about Trackdesk must reflect your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines in making your material connection disclosures:
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump);
Pop-up disclosures are prohibited.
You must always follow the FTC guidelines for the disclosure and act in accordance with the texts published under the links below:
FTC’s “Dot Com Disclosures” Guidelines at https://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf;
FTC’s Endorsement Guidelines at https://www.ecfr.gov/cgi-bin/text-idx?SID=701066299822530421fece37367c91d3&mc=true&node=pt16.1.255&rgn=div5; and the
FTC’s Native Advertising Guidelines at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses.
Disclosures must be made as close as possible to the claims;
COMMISSION PAYMENT
To be eligible to earn a Commission, the End User must purchase Subscription coming to Trackdesk's Website i. through the Referral Link from Your Website, email, or other communications or ii. through submission of End Users details to Trackdesk's Website by Reseller. In the case of the procedure outlined in aforementioned point ii., you will upload the End User's information on the Trackdesk's Website. The Lead will then be contacted by the Trackdesk Sales team. You can continuously monitor the status of a specific Lead and the communication with them within your platform.
For avoidance of doubt, Commissions shall be paid only for purchases of brand new referrals, that occur after the End User purchase Subscription coming to the Trackdesk's Website in one of the manners specified in the art. 6.1. above. In other words, to be eligible for a Commission, the End User you referred shall be a new user for Trackdesk, shall use your Referral Link to register or shall be submitted by you to Trackdesk's Website and subsequently shall set up an account and purchase Subscription directly from Trackdesk's Website: monthly and/or annual.
Your Commission is based on the scheme disclosed under the following link: https://trackdesk.com/reseller-program-commissions. Reseller acknowledges and agrees that the Commission scheme may be subject to changes in the sole discretion of the Trackdesk. Trackdesk and the Reseller may also separately agree on establishing a customized Commission scheme.
If the End User cancels or does not pay for Subscription after the trial period is over, asks for a refund, or uses limited free registration, no Commission will accrue.
The Commission we will pay to the Reseller is locked on the amount payable by the End Users on the subscription plan purchased by the End Users from your Referral Link. In case of a downgrade, the Commission shall be based on this new amount.
Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods such as self-referrals will be voided. Fraudulent activities will also result in immediate account cancelation and termination of this Agreement. You are not entitled for any Commission also in case the Net Revenue was generated through the prohibited uses as described under Section 4 of this Agreement.
All statistics are collected and calculated by Trackdesk, and will be the only valid statistics used for determining Commission.
Trackdesk is entitled to offset any claim against the Reseller against the Reseller's claim for payment of the Commission.
Сhargeback fee will be deducted from your earned Commission.
Trackdesk shall only pay an earned Commission if the total value of the accrued Commision exceeds $100 (one hundred USD) or its equivalent. In case the earned Commission per month does not reach the threshold of $100, the earned Commission shall be transferred to the next month.
RECURRING COMMISSIONS
Unless otherwise stated herein, when the End User with your referral ID or the End User submitted by you to the Trackdesk's Website registers an account with Trackdesk, you will receive a Commission for as long as the End User maintains the Subscription on the Trackdesk's Website or until terminated by either party in accordance with Agreement, provided that you remain eligible to receive a Commission pursuant to this Agreement. If at any time the End User account is canceled, suspended, or refunded, you will become ineligible to receive Commission on any future fees collected from that End User.
TERM AND TERMINATION
This Agreement starts upon Your Account confirmation through the confirmation link in the email you receive during the signup process on the Reseller Program Website and continues until terminated by either party in accordance with this Agreement.
Either party may terminate this Agreement at any time in its sole discretion with written notice to the other at least 15 days prior to the termination date.
Notwithstanding the above, Trackdesk reserves the right to immediately deactivate and/or delete Your Account and this Agreement for abusive or fraudulent activity, for failure to comply with this Agreement, or for any other reason in its sole discretion.
Termination of this Agreement will result in the deactivation or deletion of Your Account or your access to Your Account, and the forfeiture and relinquishment of all potential or to-be-paid Commissions in Your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Upon termination of this Agreement, all rights of the reseller specified in this Agreement shall terminate immediately.
Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
PUBLICITY
The Reseller is not permitted to use any of the content of any websites owned and/or operated by Trackdesk without written consent of Trackdesk and the Reseller shall not frame any pages or parts of any pages of Trackdesk's Website, Reseller Program Website or any other website nor shall the Reseller create the impression that the Reseller Website is Trackdesk's Website or Reseller Program Website or any part of Trackdesk's Website or Reseller Program Website. The Reseller agrees not to make any representations and/or give any warranties and/or guarantees relating to Trackdesk's Service and/or their efficacy other than those given by Trackdesk and/or as otherwise approved by Trackdesk in writing.
OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS
Reseller acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, database rights as well as moral rights, know-how, and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in Trackdesk's Reseller Program, Trackdesk's Reseller Program platform (technology, hardware, software, etc.), any code or software (SDK, API, etc.) which may be provided to Reseller or End User under this Agreement and any work products created and/or delivered herein and related documentation (forming the Reseller Program Website or Trackdesk's Reseller Program) are and will remain solely and exclusively property of Trackdesk. Reseller is granted no title or ownership rights in Reseller Program Website or Trackdesk's Reseller Program. Reseller's right to use Reseller Program Website, participate in Trackdesk's Reseller Program, and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
Reseller hereby grants us a worldwide, non-exclusive, unlimited, and royalty-free license to use Reseller's brands, names, logos, trademarks, trade names, and service marks as used by Reseller for informational and advertising purposes only.
Reseller is under no obligation to give Trackdesk any ideas, suggestions, comments, or other feedback related to Reseller Program Website or Trackdesk's Website, Trackdesk's Reseller Program, or the business or operations of Trackdesk. If Reseller shares ideas, suggestions, comments, or other feedback with Trackdesk, Trackdesk will own such idea, suggestion, comment, or feedback. Reseller hereby assigns all of Reseller's rights, titles, and interests in such idea, suggestion, comment, or feedback to Trackdesk and agrees that Trackdesk will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.
INDEMNITY
Reseller agree to defend, indemnify and hold harmless Trackdesk and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) Reseller's use of and access to Reseller Program Website and participation in Trackdesk's Reseller Program; (b) Reseller's violation of any term of this Agreement or applicable law; or (c) Reseller's violation of any Third Party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and Reseller's use of Reseller Program Website and participation in the Trackdesk's Reseller Program.
AUTHORITY
Each party of this Agreement represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. If you are under 18, please do not attempt to participate in Trackdesk's Reseller Program or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18 without verification of parental consent, we will delete that information as quickly as possible.
NON-INFRINGEMENT WARRANTIES
You represent and warrant that: (i) you have all appropriate authority to operate, and to post any and all content on Your Website(s); (ii) you have all appropriate rights to promote with any promotional method you may choose to use; (iii) Your Website(s) and your promotional methods do not and will not infringe a Third Party's or Trackdesk's proprietary or other rights; and (iv) you shall remain solely responsible for any and all Your Website(s) and all of your promotional methods and/or campaigns and any consequences resulting therefrom.
DISCLAIMER OF WARRANTIES
EXCEPT WHERE PROHIBITED BY LAW, TRACKDESK'S RESELLER PROGRAM AND RESELLER PROGRAM WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE TRACKDESK'S RESELLER PROGRAM OR THE RESELLER PROGRAM WEBSITE (A) WILL MEET YOUR REQUIREMENTS AND/OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES LINKED TO ON THE RESELLER PROGRAM WEBSITE.
LIMITATION OF LIABILITIES
In no event shall Trackdesk, its officers, directors, employees, or agents, be liable to you or to any Third Party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of Reseller Program Website or participation in Trackdesk's Reseller Program. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) $100 (one hundred USD) or (b) Commission you received in the prior 3 (three) months (if any). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law.
The Reseller accepts that the operation of the Trackdesk's Reseller Program, Referral Links, or Reseller Program Website may not be completely free of interruption, errors, or omissions and Trackdesk is not liable for the consequences of any interruptions or errors in the performance or content of the Reseller Program Website or Referral Links.
Trackdesk does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by the Third Party through Reseller Program Website, hyperlinked website or Referral Links or featured in any banner or other advertising, and Trackdesk will not be a party to or in any way be responsible for monitoring any transaction between you and Third Party providers of products or services.
We make no representations that Trackdesk's Reseller Program or Reseller Program Website are appropriate or available for use in all locations. Those who access or use reseller Program Website or participate in Trackdesk's Reseller Program from jurisdictions prohibiting such use, do so at their own will and are responsible for compliance with local law.
We reserve the right to use Third Party service providers in the provisions of all or part of the Agreement including, but not limited to, hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers, and platforms. Where any of the aforementioned services are provided by third parties, the Reseller may be subject to such Third Party's terms and conditions. We accept no responsibility for services provided by any Third Party.
SANCTION RESTRICTIONS
Exports, re-exports, and transfers of either Trackdesk's Reseller Program or Trackdesk's products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the Reseller Program Website content and the Trackdesk's Service (the "Trackdesk's Items") are subject to the Czech Republic's and EU's export controls and sanctions. You may not access, download, distribute, use, export, or re-export the Trackdesk's Items in violation of Czech and EU laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all laws and restrictions and regulations of any Czech public authority, and not to directly or indirectly provide or otherwise make available the Trackdesk's Items in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will you use the Trackdesk's Items for a military end-use or a military end-user. You shall always comply with the Czech Act No. 69/2006 Coll., on the Implementation of International Sanctions, as amended.
MISCLLANEOUS
Assignment. This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the forgoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties' equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. The Reseller assumes the risk of a change in circumstances within the meaning of Section 1765 paragraph 2 of the Czech Act No. 89/2012 Coll., Civil Code, as amended.
Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
Relationships. You and us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Website or otherwise, that reasonably contradict anything in this Agreement.
Choice of Law. This Agreement and all matters arising therefrom and any dispute arising between the parties in connection with this Agreement shall be governed and construed in accordance with the laws of the Czech Republic notwithstanding the conflict of law provisions thereof. The general court of Trackdesk, shall have exclusive jurisdiction in any legal proceedings resulting or connected with this Agreement, and the Reseller hereby irrevocably submits to such exclusive jurisdiction.
Tax Status and Obligations. Trackdesk is not obligated to and shall not provide you with tax and/or legal advice. Trackdesk undertakes no duty to investigate or research your tax status and/or obligations, and such research and investigation are solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are solely responsible for your own sales tax collection, reporting, and any other obligation arising from Commission income. If Trackdesk provides you with information, that information shall not be deemed tax or legal advice, and Trackdesk shall not be responsible for the accuracy of such information.
Entire Agreement. This Agreement, shall constitute the entire agreement between Reseller and Trackdesk concerning your use of the Reseller Program Website and participation in Trackdesk's Reseller Program. However, terms and conditions of some other Trackdesk's services and products may impose additional terms, which can be found in the terms and conditions for such services and products.
Languages. This Agreement is in the English language, which prevails over any translations of it to other languages, made by us and provided to you for your convenience, as applicable. Trackdesk's Reseller Program is designed in the English language and its translations into other languages may contain inaccuracies for which we shall not bear any responsibility; we suggest using the English version and resorting to versions in other languages only for references and at your own risk. You also agree to have all communications with us in English.
No Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
Severability. All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
Privacy. Participation in Trackdesk's Reseller Program is also governed by our privacy policy published on Reseller Program Website, which you undertake to comply with.
Marketing. You agree that Trackdesk may identify you as a Trackdesk's reseller and may use your name and/or logo solely for such purpose in its marketing materials.
Amendment. Unless otherwise specified in this Agreement, this Agreement shall be amended by written amendment concluded between both parties.
Acknowledgment. You confirm that you have read, acknowledge, and agree to all the terms and conditions of this Agreement. You acknowledge that you have independently evaluated the desirability of accepting your rights and obligations under this Agreement and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Electronic Notices. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be "in writing" and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
Last updated on October 16, 2024.