This is a reseller agreement between Damonaz Design, LLC (The PROVIDER) and You (The Reseller) in which Damonaz Design, LLC will provide SEO Marketing, search engine optimization & online marketing or any other general web services such as web design & development under Damonaz Design LLC’s services scope. For purposes of this reseller agreement, the word “plan” is the same as “reseller agreement” and “Project.” By applying online via the DZ Reseller Sign Up Form located on www.damonazdesign.com, you are hereby acknowledging that you agree to this agreement.
1. Legal Terms of Service:
Partner Resellers with Damonaz Design LLC are required to comply with, and by using any such facilities, agree to comply with and be subject to DamonazDesign.com Reseller Agreement, hereby known as the “Agreement”. Damonaz Design™ reserves the right to amend these Conditions and Policies at any time. DamonazDesign.com is a subsidiary of Damonaz Design LLC, therein they are the same. This contract is with Damonaz Design LLC and Damonaz Design.com concurrently. Wherever Damonaz Design, LLC is mentioned, it refers to DamonazDesign.com and where DamonazDesign.com is mentioned it also refers to Damonaz Design LLC or Damonaz Design.
2. Reseller Functions
2.1. Reseller will function as a value-added reseller of Damonaz Design LLC services that can include but limited to web design, web development, web hosting, SEO, online marketing & PowerPoint presentations. Reseller will place its orders for such services directly with DamonazDesign.com reseller portal or via the reseller email, email@example.com.
2.1.1 Upon submitting such order to Damonaz Design, LLC, Damonaz Design LLC will present the Reseller with a quote of such said order once all information has been giving as to the details of the project. The response time should be no more than 72 hours after receiving all pertinent information deemed by Damonaz Design LLC to accurately quote the project.
2.2. Reseller may advertise in publications of general circulation.
2.3. Reseller’s rights to resell Damonaz Design LLC services within a specific territory shall not be exclusive unless otherwise agreed in writing.
3.1. All prices for services provided by Damonaz Design LLC to Dealer are in US dollars. The prices for resellers will range depending on project scope anywhere between 15% to 25% off Damonaz Design LLC’s normal web design & development rates that can include its hourly rates and any custom packages. Damonaz Design’s normal hourly rates range from $75-$85 an hour depending on job scope and it is off this rate where your discount will be taken off of. Basic Packages starting range is from $499-$1999 & up. SEO plans reseller discounts will all have a flat 25% off discount off of the normal Damonaz SEO plans that typically range from $249 – $1999 per month. These are starting rates and do not include custom work, development or requests. All final reseller prices will be outlined in the project agreements on a case by case basis and will accurately display their reseller discount rates applied to the final quote.
3.2. Damonaz Design LLC has the right to revise its prices to Reseller with thirty (30) days’ written notice. Such revisions shall apply to orders received by Damonaz Design, LLC on or after the effective date of the revision.
3.3. Reseller shall be responsible for paying all taxes of any nature which become due with regard to Damonaz Design LLC services
4. Sign Up & Payment
4.1. All orders are subject to acceptance by Damonaz Design, LLC. Damonaz Design, LLC will only develop sites that are legal in the US. We reserve the right to deny service to any client, especially clients engaging in any illegal activity including hate, racism, flaming, illegal pornography, and any other content considered illegal by law. Reseller agrees to these provisions.
4.2. Subject to the provisions hereof, client reseller accounts will be opened upon receipt of first initial 50% payment of project together with this contract, and repeated in each successive billable period thereafter at the terms, rates and charges laid out in project agreement.
4.3. Payments schedules are as follows prior to each reseller website project: 50% deposit is due upon project commencement. The remaining 50% will be paid in 2 intervals. The first 25% percent of the remaining 50% balance will be paid as a milestone payment when the project either hits a maturity date of 30 days or 75% percent of project has been completed (whichever comes first). The remaining balance or final 25% will be paid upon project completion and final approval of reseller. The final product, files or service will not be released until remaining balance has been paid in full. SEO & Social Media Monthly Campaigns will be collected prior to that month’s service to start and then will be due 1st of each month. Any payments for SEO & Social Media related services not received on the 1st of each month will be subject to a late fee of $25. Any payments not recieved by the 5th of each month will be discontinued until payment is recieved. If consistent late payments occur for SEO & Social Media related services, Damonaz Design has the right to terminate the agreement with Reseller.
4.4. Payment and Terms: Payment shall be made in US dollars to Damonaz Design LLC into the account designated by Damonaz Design LLC, or as may otherwise be agreed in writing by the parties. Payments are due upon presentation of invoice. Damonaz Design LLC will not initiate site development without prior payment. If due to bank charges, transfer fees, or the like, Damonaz Design LLC should receive less than its invoice amount, Damonaz Design LLC will re-invoice Dealer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by Damonaz Design LLC within thirty (30) days after presentation, Damonaz Design LLC will impose a debt service charge amounting to one percent (1.5%) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid forty-five (45) days after presentation of invoice, Damonaz Design LLC may discontinue, withhold, or suspend services to Reseller and/or its customer(s) to whom such unpaid amounts relate. Failure of Reseller’s clients to pay in no way relieves the Partner’s obligations to make full payment.
4.5 Reseller hereby agrees to pay any and all attorney fees, court costs, and related expenses incurred by Damonaz Design LLC in the collection of outstanding balance from reseller.
5. Duties of Reseller
5.1. Project Management: Reseller will support end users by providing project management in the local language of the Reseller’s main location.
5.2. General: In carrying out this agreement, Reseller will conduct itself in an ethical and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will do nothing to bring the reputation of Damonaz Design LLC into disrepute.
6. Duties of Damonaz Design LLC
DamonazDesign.com will prepare, on request, an Internet web site design or related service outline in section 2.1 on behalf of Reseller according to plans and options described in project agreement. In such case Reseller hereby waives any and all claims which it may have against Damonaz Design LLC for any loss, damage, claim or expense arising out of, or in relation to, the preparation of such web site in any on-line or off-line network directories, membership lists or registration lists, or business venture related to delivery of said website or service, or lists following the termination of services by Damonaz Design LLC for any reason.
7. Rules & Regulations
7.1 Damonaz Design LLC may impose reasonable rules and regulations regarding the use of its services from time to time. Reseller shall impose such rules and regulations on its customers to the extent necessary to ensure compliance.
7.2. Sub-reselling of design services by Damonaz Design LLC is forbidden unless said resale is authorized in writing by Damonaz Design LLC.
8. Limitation of Damonaz Design LLC’s Obligation & Liability
8.1. Damonaz Design LLC will utilize its best efforts to maintain acceptable performance of services contracted for services, but Damonaz Design LLC makes absolutely no warranties whatsoever express or implied, including warranty of merchantability or fitness for a particular purpose. Damonaz Design LLC cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its design service or via the Internet. Damonaz Design LLC will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on resellers system. Damonaz Design LLC shall not be liable to Reseller or any of its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non – deliveries, or service interruptions whether or not caused by the fault or negligence of Damonaz Design LLC
8.2. Damonaz Design LLC may discontinue servicing any Plan, or may require fulfillment of conditions. Damonaz Design LLC may choose to impose as a prerequisite for continuing to service any Plan. Such discontinuation or requirement may not be unreasonable, however, and Damonaz Design LLC agrees to provide Reseller with reasonable notice via Email and fax of any such intent to discontinue or impose conditions.
8.3. Services provided by Damonaz Design LLC to Reseller shall be deemed accepted for all purposes upon publication of website for Internet use. After publication of website design no claim or objection regarding such services will be accepted. No claim related to such published services shall be raised.
8.4. DamonazDesign.com’s liability to Reseller, and any end user of any Plan or other Damonaz Design LLC services is limited to the amount paid to and received by Damonaz Design LLC for services not accepted. In no event shall Damonaz Design LLC be liable to Reseller, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Damonaz Design LLC has been advised of the possibility of such damage.
8.5. Reseller will take all necessary measures to preclude Damonaz Design LLC from being made a party to any lawsuit or claim regarding Damonaz Design LLC services provided to any Reseller or end user. Reseller hereby agrees to indemnify and hold harmless Damonaz Design LLC from any and all claims of whatever nature brought by any of Reseller’s customers against Damonaz Design LLC in excess of the remedy set forth in paragraph 4.
Reseller acknowledges that by reason of its relationship with Damonaz Design LLC hereunder, it may have access to certain information and materials relating to DamonazDesign.com ‘s business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to Damonaz Design LLC, which value would be impaired if such information were disclosed to third parties. Reseller agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Damonaz Design LLC. Reseller further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Reseller of any such confidential information in its possession, and all confidential materials shall be returned to Damonaz Design LLC or destroyed. Confidential materials include, but are not limited to, design files and scripts installed on Reseller website. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, Damonaz Design LLC shall be entitled to injunctive relief, which relief shall not be contested by Reseller.
10. Relationship of the Parties
The relationship between Damonaz Design LLC and Reseller is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Reseller has no authority, apparent or otherwise, to contract for or on behalf of Damonaz Design LLC, or in any other way legally bind Damonaz Design LLC in any fashion, nor shall Reseller be authorized to make any representations about Damonaz Design LLC or its services other than to set forth Damonaz Design LLC ‘s responsibilities as outlined in this agreement.
The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 9 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Fort Myers, Florida, or at another location if Damonaz Design LLC so agrees. The arbitration shall follow the guidelines established by the American Arbitration Association.
12. Terms & Termination :
This agreement shall run until the end of one year. The initial and minimum term of this Agreement is for one year. This Agreement shall automatically renew for a similar term thereafter, until terminated by either party with 30 days prior notice unless terminated in one of the following ways:
12.1. By either party, by notifying the other in writing by November 30 of any given year that this agreement will not be renewed.
12.2. By Damonaz Design LLC, upon thirty (30) days’ written notice, if Reseller breaches any material and substantial provision of this agreement and has not cured by the end of the 30 days.
12.3. Reseller becomes more than sixty (60) days in arrears in payment of its account with Damonaz Design LLC;
12.4. There are instituted bankruptcy or insolvency proceedings against Reseller, which are not vacated within sixty (60) days from the date of filing;
12.5. Reseller institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or
12.6. Reseller makes an assignment of all or part of its assets for the benefit of creditors
12.7. By Damonaz Design LLC immediately, if Reseller attempts to assign all or any part of this Agreement without Damonaz Design LLC’s prior written approval;
12.8. By Damonaz Design immediately, if Reseller fails to cause Damonaz Design LLC to be informed in writing immediately on the happening of any event specified in this section;
12.9. By Damonaz Design LLC immediately if the Reseller or Resellers clients use abusive conduct on the system and/or the Internet and its resources as a whole. Damonaz Design LLC and its officer’s have the authority to define what “abusive conduct” is, and definitions may periodically change or be amended.
12.10. By Reseller, immediately upon giving written notice to Damonaz Design, if
12.10.1. There are instituted bankruptcy or insolvency proceedings against Damonaz Design LLC, which are not vacated within sixty (60) days from the date of filing;
12.10.2. Damonaz Design LLC institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;
12.10.3. Damonaz Design LLC makes an assignment of all or part of its assets for the benefit of creditors; or
12.10.4. Damonaz Design LLC fails to cause Reseller to be informed in writing immediately on the happening of any event specified in this section. The provisions of paragraphs 9, 11, 14, 15 and 16 survive any termination of this agreement.
13. Non-assign ability
Reseller’s rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Damonaz Design LLC, which consent shall not be unreasonably refused.
14. Partial Invalidity
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Damonaz Design LLC and Reseller agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
15. Applicable Law, Jurisdictional Matters
This agreement takes effect when accepted by Damonaz Design LLC in Florida. It is to be governed by and construed under the laws of the State of Florida and the United States of America. The federal and state courts of the State of Florida shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this agreement. Reseller hereby expressly consents to (1) the jurisdiction of the courts of Florida and (2)service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by Damonaz Design LLC. Damonaz Design LLC will comply with all orders issuing from tribunals having jurisdiction over Damonaz Design LLC, and that such compliance could affect the services provided by Damonaz Design LLC to Reseller or its customers; Reseller agrees to hold Damonaz Design LLC harmless from any claims of Reseller or Reseller’s customers resulting from such compliance.
Except with respect to service of process as set forth in paragraph 16, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
17. Entire Agreement, Modifications
This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Damonaz Design LLC may make changes to this agreement upon thirty (30) days’ written notice to Reseller, advising of the change and the effective date thereof. Utilization of Damonaz Design LLC services by Reseller and/or its customers following the effective date of such change shall constitute acceptance by Reseller of such change(s), unless Reseller objects in writing to such changes, in which case the changes shall not take effect until there is written consent to other arrangements by both parties.
I, the reseller, hereby agree to all of these terms & conditions and accept them by clicking “Agree” within the online DZ Reseller Sign Up Form.