Last changed: Dec 05, 2017
This FlippingBook Reseller Agreement (the “Reseller Agreement”) is between the applicable reseller (“you” or “Reseller”), and FlippingBook Limited. If you are agreeing to this Reseller Agreement not as an individual but on behalf of your company, then “Reseller” or “you” means your company, and you are binding your company to this Reseller Agreement.
This Reseller Agreement is a separate agreement from the agreement that FlippingBook has with its end users at https://flippingbook.com/help/legal/flippingbook-publisher-end-user-license-agreement (as may be modified by FlippingBook from time to time, “EULA”). For convenience and consistency, however, the definitions of certain terms related to our products and services will be the same as those in the end user agreements.
This Reseller Agreement shall not apply to the extent that a Reseller and FlippingBook have agreed in writing to different terms and conditions.
This Reseller Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by clicking on the “I agree” (or similar button) that is presented to you at the time of your order in the shopping cart.
1. Order Requirements.
To the extent that we make Products available for resale, You may order such Products for resale. You must provide all of the requested information including, without limitation, the identity of the end user, the end user’s business and email addresses, and the specific Software licenses or other Products to be resold in your order (“Reseller Order”). All such information must be accurate and complete and must reflect orders you have received from end users.
2. Limited Right to Resell.
Subject to this Reseller Agreement, we grant you a one-time, non-exclusive, non-transferable right to resell the Products specified in your Reseller Order to the end user specified in the Reseller Order, solely for use by such end user in accordance with the EULA. This right to resell does not apply to any other end user or Products (including without limitation any sale to any related party, organization or affiliate, or to any subsequent, additional or renewal sale to the same party).
3. Enforcement of FlippingBook EULA.
3.1. All use of the Products by end users is subject to the EULA or, and you may not purport to impose any other terms pertaining to their use of the Products.
3.2. You agree to immediately notify us of any known or suspected breach of the EULA or other unauthorized use of the Products and to assist us in the enforcement of the terms of the EULA.
4. Identification as Reseller.
Subject to this Reseller Agreement, you are permitted to identify yourself as a FlippingBook “Reseller” solely in connection with your resales of Products. All goodwill arising from your use of FlippingBook logos inures to the benefit of FlippingBook.
5. Payment and Delivery.
5.1. Fees. Your non-refundable, non-cancelable payment to FlippingBook is due when you submit your Reseller Order.
5.2. Delivery. Upon receipt of payment, we will deliver the applicable Software license key, login information, or other information necessary for end users to use or access the applicable Products directly to the delivery contact specified in the Reseller Order in accordance with our standard delivery procedures. If we deliver the license keys or logins to you, you agree that you will, in turn, deliver them directly to the end user specified in the Reseller Order, and not to use or access the Software, or other Products in any way. You must either delete all license keys promptly thereafter or maintain them in confidence.
5.3. Taxes. Payments made by you under this Reseller Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by FlippingBook, you must pay to FlippingBook the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to FlippingBook any such exemption information, and FlippingBook will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
5.4. End User Pricing and Payment; Refunds. You will independently set your own pricing to each end user. You bear all risk of non-payment by end users, and you are solely responsible for all of your costs and expenses. You may not terminate a Reseller Order or receive any refunds due to non-payment by an end user. If FlippingBook provides any refund to an end user under our standard return policy, FlippingBook, at its option, will refund the applicable amounts either directly to the end user or to you for distribution to the end user. You agree to cooperate with FlippingBook in connection with any such refund.
6. No Use Rights.
Only the end user customer of the Products may use the Products. You are not permitted to use any Products resold under this Reseller Agreement for your own benefit. You acknowledge that you are obtaining only a limited right to resell the Products and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Reseller Agreement or otherwise.
7. Reseller Obligations and Liability.
7.1. You agree not to represent yourself as an agent or employee of FlippingBook and agree that we will have primary control over any end user communication regarding the Products once you submit a Reseller Order. You will not make any representations regarding FlippingBook, on FlippingBook’s behalf, or about any Products. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to FlippingBook or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement.
7.2.You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of Products. You will indemnify, hold harmless and (at FlippingBook option) defend FlippingBook from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which FlippingBook becomes liable arising from or relating to: (a) any breach or alleged by you of any term of this Reseller Agreement, (b) the issuance by you of any warranty or representation regarding FlippingBook or its products or services not specified in the EULA, or © any of your other acts or omissions in connection with the marketing or resale of the Products under this Reseller Agreement.
8.1. We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. FlippingBook may also terminate this Reseller Agreement immediately upon notice to you if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in a business or legal liability for FlippingBook or otherwise harm FlippingBook or its end users.
8.2. You expressly agree that FlippingBook will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as a FlippingBook Reseller and using FlippingBook marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction.
9. Changes to Agreement.
From time to time, we may modify this Reseller Agreement. The version of this Reseller Agreement in place at the time you submit each Reseller Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication, but we also suggest that you bookmark this Reseller Agreement and read it periodically.
Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as “Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any FlippingBook Technology and any performance information relating to the Products shall be deemed Confidential Information of FlippingBook without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
11. FlippingBook Commitments; DISCLAIMER OF WARRANTIES.
For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by FlippingBook with respect to the use of the Products are made directly by FlippingBook to the end user in accordance with the EULA and do not extend to you as a Reseller. We make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO you as a RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY.
12.1. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER FLIPPINGBOOK NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
12.2. Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, FLIPPINGBOOK’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO FLIPPINGBOOK IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.
13. FINAL PROVISIONS.
13.1. The Agreement shall be governed by the law of the Republic of Malta.
13.2. All the disputes and disagreements arising from the Agreement shall be settled through negotiations by the Parties.
13.3. Should the Parties fail to reach an agreement through negotiations, the disputes shall be settled by arbitration within the Republic of Malta.