SOFTSEARCH PREMIER RESELLER AFFILIATE PROGRAM
AGREEMENT WITH Company
This
agreement (“Agreement”) is between the Company (“Affiliate
Partner”), and SoftSearch Inc (“SoftSearch”).
Overview
SoftSearch assists its
clients worldwide in finding and purchasing the business and specialty software
they require. With more than 100,000 commercial software titles (over 250,000
individual commercial software products) and 20,000 software publishers
currently in SoftSearch’s software catalogue, SoftSearch is the world’s leading
source for software information. The catalog provides a comprehensive listing
on a wide range of business and specialty software applications.
This SoftSearch Premier
Affiliate Program allows the Company to offer its clients, members and/or web visitors a
custom catalogue of a wide
range of business and specialty software for
purchase that is specific
to the Named industry. This provides revenue for
the Company,
with no cash outlay, additional infrastructure or operating costs.
SOFTSEARCH
RESPONSIBILITIES
1.SoftSearch
will implement, host and maintain a software sales web site for the Affiliate
Partner, containing software for purchase designed to help the Namedindustry
companies better manage their business.SoftSearch will provide the Affiliate Partner a URL to link to this
Premier Reseller Affiliate Custom Catalogue into the Affiliate Partner’s web
site.
2.“Buy” / “Special
Order” buttons will be placed next to each product listing. When a request for
software is received from the co-branded link, SoftSearch will complete the
software sale or negotiate a finder’s fee and complete the fulfillment of the
requested product.
3.SoftSearch will
handle all responsibility for customer service, sales, order processing and fulfillment of software products sold
from the Premier Reseller Affiliate Custom Catalogue.
4.SoftSearch
will place the Affiliate Partner’s logo and related branding and or trademarks
prominently on the Premier Reseller Affiliate Custom Catalogue site. SoftSearch
agrees to comply with any reasonable trademark usage guidelines that the Affiliate
Partner may communicate to SoftSearch from time to time.SoftSearch may not modify the Affiliate
Partner’s Marks in any way.SoftSearch
recognizes that the Affiliate Partner reserves all of its rights in the
Affiliate Partner’s Marks and all other intellectual property rights.The Affiliate Partner may revoke this license
at any time.Upon termination of this
Agreement, SoftSearch will cease all use of the Affiliate Partner’s Marks.
5.SoftSearch hereby
grants the Affiliate
Partner a non-exclusive,
non-transferable, revocable right to use and display the SoftSearch name,
trademarks, and any other of its marks solely for the purpose of implementing
the Premier Reseller Affiliate Custom
Catalogue in accordance with this
Agreement.
Owner: SoftSearch Inc.Licensee: Company
6.SoftSearch will
be solely responsible for the implementation, operation and maintenance of the
Premier Reseller Affiliate Custom Catalogue and for all information contained
therein. SoftSearch agrees to indemnify and hold harmless the Affiliate Partner from all claims, damages and expenses relating to the
implementation, operation, maintenance and contents of the Premier Reseller
Affiliate Custom Catalogue and the web site containing it.
7.SoftSearch agrees
to create a link for the Premier Reseller Affiliate Custom Catalogue site with
“FAQs (frequently asked questions)” about the Premier Reseller Affiliate Custom
Catalogue experience, as well as explanations for the fulfillment process.
8.SoftSearch will
also be available for direct
calls by the Affiliate Partner’s staff for the fulfillment of any client
software purchase requests received by the Affiliate Partner’s staff.
9.Along with
quarterly revenue share payment to Affiliate Partner,
SoftSearch will send a status report on progress of potential sales via
finder’s fee arrangement
AFFILIATE
PARTNER RESPONSIBILITIES
1.The
Affiliate Partner agrees to place a hyperlink to the Premier Reseller Affiliate
Custom Catalogue prominently on a portion of its web site linking to the URL referred
to above.The Affiliate Partner
will place the logo and related branding and or trademarks for SoftSearch,
prominently, in a mutually agreed upon location on the Affiliate Partner web
site.
2.To
increase the successful sales results from this Affiliate partnership, the
Affiliate Partner agrees to make best efforts to promote this software sales
web site to its members through various activities and vehicles, such as
newsletters, emails, trade shows, member events, etc.
3.The
Affiliate Partner agrees to comply with any reasonable trademark usage
guidelines that SoftSearch may communicate to the Affiliate Partner from time
to time. The Affiliate Partner may not modify the SoftSearch Marks in any way. The
Affiliate Partner recognizes that SoftSearch reserves all of its rights in the
SoftSearch Marks and all other intellectual property rights. SoftSearch may
revoke this license at any time.Upon
termination of this Agreement, the Affiliate Partner will cease all use of the
SoftSearch Marks.
4.The
Affiliate Partner hereby grants
SoftSearch a nonexclusive, non-transferable, revocable right to use and display the Affiliate Partner’s Marks solely for the purpose of implementing the
Premier Reseller Affiliate Custom Catalogue in accordance with this Agreement.
Affiliate logo
goes here
Owner: CompanyLicensee:
SoftSearch
PRICING,
REVENUE SHARE AND PAYMENT
SoftSearch primarily focuses
on selling software and completing the sale.
Finder’s fees are an
alternative way for SoftSearch and
the Affiliate Partner to be involved in a
software sale where for reasons of higher price point, or software product
integration/customization issues the software manufacturer needs to be
connected directly with the potential buyer to complete the sale. In these
cases SoftSearch will sign a finder’s fee agreement with the software publisher
before connecting buyer and seller. If and when a sale is completed (potential
sales are tracked and followed up by SoftSearch), the finder’s fee is
collected.
1.Revenue
Share for software sales and finder’s fee agreements
SoftSearch will pay the
Affiliate Partner a royalty of either 8% of the gross margin on completed
software sales, or 8% of the finder’s fee deriving from requests that result in
an eventual sale from the Affiliate Partner link as above.
2.Payment of
royalties:
Payments of the above revenue
share will be paid to the Affiliate Partner quarterly, with payments on each quarter’s
sales due within 30 days after the end of the quarter in which the sales
occurred.
Term and Termination
This
Agreement will continue in effect unless terminated by either party on sixty
(60) days written notice.
Warranty
Both
parties represent and warrant that they: (i) will make reasonable efforts to
ensure that their respective systems are in working order; (ii) have all
necessary authority to enter into this Agreement. THE PARTIES DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.OTHER THAN FOR A BREACH OF THIS SECTION (WARRANTY) OR THE NEXT SECTION (INDEMNIFICATION), IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY IN TORT, CONTRACT, OR
UNDER ANY OTHER LEGAL THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF
WHETHER IT HAS BEEN WARNED OF
THE POSSIBILITY OF SUCH LOSS.
Indemnity
Each party will indemnify and
hold the other harmless from any liabilities, damages, and expenses of any
nature, arising out of any acts or omissions of the Indemnifying Party. The
party claiming right of indemnification shall promptly notify the other party
(the “Indemnifying Party”) in writing of the claim and shall allow the
Indemnifying Party to control the defense and all related settlement
negotiations.
Confidentiality
Each party acknowledges and
agrees that any information relating to the other party’s business which is not
generally known to the public is confidential and proprietary information.
Neither party will disclose the Confidential Information to third parties
without prior written agreement.
General Provisions
1.Neither party
will assign this Agreement or rights without the prior written consent of the
other, which will not be unreasonably withheld; provided, however, that either
party may assign this Agreement to an entity which is an affiliate or which
succeeds by operation of law to, or otherwise acquires substantially all of its
assets, or into which the party is merged, and which assumes the party’s
obligations.
2.This Agreement
shall be governed by and interpreted under the laws of British
Columbia, Canada.
3.All notices will
be in writing and will be served at the address of the receiving party.
4.If any term in
this agreement is determined by the courts to not be legally binding, the
balance of this agreement will remain intact.
5.The
indemnification and confidentiality obligations in the Agreement will survive
the termination of this Agreement.
6.Each party is
acting as an independent contractor and not as an agent, partner, or joint
venture with the other party for any purpose. Except as provided in this
Agreement, neither party will have the right, power, or authority to act or to
create any obligation on behalf of the other.
If
the foregoing terms and conditions are acceptable to you, kindly sign and
return one copy of this agreement to us.We look forward to being of service to you.
