ScreenCloud Reseller Program Terms and Conditions
Our Reseller Partners are important to us and we’ve tried our best to make the process as simple and transparent as possible. As part of this we also need to make sure that our products and brand are managed responsibility and so this document outlines the Terms and Conditions under which we operate the Program.
This document explains what we mean by our Reseller Program, the conditions under which we will accept an Reseller application and how a Reseller will be charged for the Licensing of ScreenCloud.
By completing and submitting the Reseller Program application form you are acknowledging your Acceptance of these Terms and Conditions.
- ‘You’ refers to 'the Reseller’', who is the Company who agrees to take part in the Reseller Program.
- "this Agreement" means the contents of this contract between ScreenCloud and the Affiliate in respect of the Program.
- ‘We’ refers to "ScreenCloud" who is ScreenCloud Limited of (Company No. 09535144 ), whose registered office is at 32-37 Cowper Street, London, EC2A 4AW.
- 'the Site' means the https://screen.cloud website.
- 'the Reseller Program' means the arrangement that is governed by this Agreement.
- "Customer" is any individual customer of the Reseller that purchases a subscription for the Service through the Reseller
- 'the Link' shall mean the HTML link provided from time to time by ScreenCloud to link the Reseller's website and marketing material to the Site.
- "Administrative Access" is a level of access granting administrative control over End User Accounts of a Customer.
- "Confidential Information" means information disclosed by one Party to the other Party that: (i) if disclosed in writing, is marked confidential or proprietary at the time of such disclosure; (ii) if disclosed orally, is identified as confidential or proprietary at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within thirty days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Confidential Information will not include information that: (i) is or becomes generally known or available to the public, through no act or omission of the receiving Party; (ii) was known, without restriction, prior to receiving it from the disclosing Party; (iii) is rightfully acquired from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed without access to any Confidential Information of the disclosing Party.
- "Term" means the Initial Term and all Renewal Terms.
2. Authorization; Restrictions.
ScreenCloud authorizes Reseller to market, promote, and resell the Service on an independent and non-exclusive basis to potential Customers only, subject to the terms and conditions of this Agreement and the Program Guide. The Reseller will market the Service fairly and accurately, and will not make any representations or warranties concerning ScreenCloud or the Service that: (i) are made or purported to be made on behalf of ScreenCloud; (ii) violate any laws or regulations; (iii) are false, misleading, or inconsistent with materials published and supplied by ScreenCloud; or (iv) where ScreenCloud, in its sole discretion, determines the materials are unsuitable. Any warranty in excess of the standard Service warranty provided by ScreenCloud, will be Reseller’s sole and exclusive responsibility and liability. Agreements entered into between Reseller and any Customer will not be binding on ScreenCloud. Neither Party will make any press release or other public announcement concerning this Agreement without the prior written approval of the other Party. ScreenCloud may include Reseller's name in a list of resellers on the ScreenCloud website or in promotional materials.
3. Reseller Obligations.
4. Ordering; Payment; Taxes.
Reseller will create customer accounts and make payments to ScreenCloud. Reseller is responsible for invoicing and collecting the applicable fees from Customers for access to and use of the Service. All purchases of the Service are non-cancelable and non-refundable. Reseller will be responsible for and will pay all Taxes to the appropriate governing authorities related to purchase and/or sale of the Service. The reseller Pricing agreement can be found in the Reseller Program Details.
5. Trademarks and Ownership.
Reseller is granted a non-exclusive, non-transferable, and revocable license to use the ScreenCloud Marks, subject to this Agreement, ScreenCloud Branding Guidelines and any other guidelines that ScreenCloud may provide. Reseller may use the ScreenCloud Marks only as necessary for Reseller’s performance under the Agreement and as specifically approved by ScreenCloud in writing. Reseller will not challenge or assist others in challenging ScreenCloud’s rights in the ScreenCloud Marks, and will take no action inconsistent with ScreenCloud’s ownership of the ScreenCloud Marks.Reseller acknowledges ScreenCloud’s ownership of the ScreenCloud Marks, and agrees that any and all use of the ScreenCloud Marks will inure to the sole benefit of ScreenCloud. If Reseller acquires any rights in the ScreenCloud Marks, it hereby assigns these rights to ScreenCloud, along with any and all associated goodwill. Other than the rights granted in this Section 5, Reseller is not granted any other right, title, or interest in the ScreenCloud Marks.
The Agreement will begin on the Effective Date and continue for the Term. The Agreement will automatically renew for the Renewal Term(s), unless a Party provides notice of its intent not to renew at least thirty days prior to a renewal. Either Party may terminate this Agreement upon thirty days’ prior written notice to the other Party. Upon termination or expiration of this Agreement and subject to applicable laws and regulations, Reseller will transfer Customer billing contact information to ScreenCloud. Upon termination of this Agreement all rights and licenses granted under this Agreement will immediately terminate, except Customer subscriptions then-outstanding will continue in effect in accordance with the terms of the subscription. Sections 6 (effect of termination) and 7-13 will survive any expiration or termination of this Agreement.
- Non-Use and Nondisclosure. Each Party will: (i) take reasonable measures to protect the other’s Confidential Information, and at least those measures it takes to protect its own confidential information of a similar nature; and (ii) not disclose Confidential Information to any third parties unless expressly authorized in writing. A Party may disclose Confidential Information to its employees, advisors and consultants who have a need to know the Confidential Information, if that employee, advisor or consultant is bound to restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement. The Parties may use Confidential Information only for the purpose of exercising their rights and performing their obligations under this Agreement.
- Return of Confidential Information. Upon the disclosing Party’s written request, or upon expiration or termination of this Agreement, the receiving Party will return or destroy all copies of Confidential Information.
- Required Disclosure. A Party may disclose Confidential Information as may be required by order of a court of competent jurisdiction, administrative agency or other government body, or by any law, rule or regulation, if, to the extent possible, it gives the other Party prior written notice of this requirement and assists that Party in its efforts to oppose the requirement.
8. Representations and Warranties
- General. Reseller represents and warrants to ScreenCloud that: (i) Reseller is a business entity duly organized and in good standing in all jurisdictions where Reseller does business; (ii) Reseller’s execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Reseller; and (iii) Reseller will perform hereunder in a professional and workmanlike manner.
- Legal Compliance and Export Prohibition. Reseller represents and warrants that it will comply with all applicable laws and regulations, including but not limited to the provisions of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other similar anti-corruption laws (for example, Reseller will not, directly or indirectly, receive anything of value from, or offer anything of value to either private parties or government or public officials with the intent that the recipient perform improperly a relevant function or activity or a person be rewarded for improper performance).
THE SERVICE IS PROVIDED “AS IS.”TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER ScreenCloud NOR ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. ScreenCloud MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM A CUSTOMER’S ACCOUNT FOR THE SERVICE
Reseller will indemnify and hold ScreenCloud and its affiliates harmless, and at ScreenCloud’s request, defend ScreenCloud and its affiliates from and against any and all claims, liabilities, costs and expenses (including settlement costs and reasonable attorney’s fees) resulting from, relating to or arising out of any acts or omissions of Reseller in connection with Reseller’s activities under this Agreement, including without limitation Reseller’s performance of any services for any Customer.
11. Governing Law
- 11.1) This Agreement is governed by, and is construed in accordance with the laws of England and Wales.
- 11.2) The Courts of England and Wales shall have jurisdiction to hear any disputes arising from this Agreement.
- 11.3) ScreenCloud shall not be liable for the legality of ScreenCloud service in countries other than the United Kingdom.
- 11.4) affiliates are solely responsible for the legality of the use of the service if the affiliate in question is registered to ScreenCloud service from a country other than the United Kingdom or if the affiliate's website is on a server in a country other than the United Kingdom.
- 12.1) By clicking on the 'submit' icon the affiliate acknowledges that they have read the terms and conditions of this Agreement, understand them and agree to be bound by them.