DEPOSITIT RESELLER PROGRAM - TERMS OF AGREEMENT

This agreement outlines the "fine points" of the relationship between you (the Affiliate) and Depositit (the Service).

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1. TERMS OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Either the Affiliate or Depositit may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term. Depositit reserves the right to deny any Affiliate application.

2. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3. RELATIONSHIP OF PARTIES

Depositit and the Affiliate acknowledge that the relationship arising from this Agreement is not an agency, joint venture, partnership, employment relationship or franchise. Nothing in this Agreement shall cause employees or agents of either party to be deemed employees or agents of the other. Each party retains full responsibility for the supervision and control of its own employees and/or agents.

4. LIMITATION OF LIABILITY AND INDEMNITY

Each party's liability is limited to the commission paid by Depositit to the Affiliate. Each party shall defend, indemnify and hold harmless the other Party and its directors, officers, employees, agents, successors, assigns and their respective heirs and legal representatives from any and all claims or demands whatsoever that may be made.

5. SOFTWARE

All users wishing to use the Service must install the proprietary Depositit Backup Software ("the Software"). There is no licence fee charged on using the Software, which can be distributed freely by the Affiliate solely for the purposes of this Agreement via the Depositit website or CD Rom. The affiliate shall not without Depositit's prior written consent (other than for the purposes of this Agreement or to the strict extent that such act cannot be restricted by law) modify, merge or combine the whole or any part of the Software with any other software, assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal or encumber the Software, adapt, translate, reverse engineer, decompile or disassemble the whole or any party of the software.

6. THE SERVICE

Whilst Depositit agree to use all reasonable endeavours to maintain the Service, Depositit gives no warranties whatsoever to Users in this regard. The affiliate shall give no warranties whatsoever in relation to the Service to potential Users.

7. COMMISSIONABLE ITEMS

Affiliates will earn commission against two Depositit packages. These packages and their retail prices are:

• Standard 2gb (2,000mb) compressed storage Package
  £120 + vat pa
• Light User 0.25gb (250mb) compressed storage Package
  £60 + vat pa

8. COMMISSION

Affiliates will earn up to £100 commission against all Standard 2gb (2,000mb) Package sales. You will receive £50 in year one and a further £50 in year 2, subject to the customer renewing their subscription.

Affiliates will earn up to £30 commission against all Light User 0.25gb(250mb) Package sales. You will receive £15 in year one and a further £15 in year 2, subject to the customer renewing their subscription.

2nd tier sales will earn £5. This means that if Affiliate 1 refers Affiliate 2 to Depositit and Affiliate 2 refers a sale to Depositit - Affiliate 1 will earn £5 from this sale - that is a second tier commission. This £5 is a one-time payment only and will be paid within 60 days (providing minimum payment requirements have been reached).

Depositit may offer Affiliates a higher or lower commission level in either the first or second tier, based on performance or promotion.

9. COMMISSION ELIGIBILITY

Affiliates are not eligible to earn recurring commissions until they have referred at least two (2) or more customers. The minimum payment is £100 excluding vat. If your commissions are less than this amount we will carry it over to the next payment period for a maximum of 6 payment periods (12 months). If the minimum requirements have still not been met after 12 months it will be cancelled.

If a customer cancels their account within the 15-day warranty period, no commissions will be paid.

If a customer closes their account at the end of year one, not renewing their contract for year 2, no further (second year) commission will be paid against that customer. Affiliates or customers of affiliates found to be terminating their Depositit accounts at the end of year two and then re-subscribing for a new account (within 1 year) will not be eligible to open a new account. Any affiliates recognised to be doing this will have their reseller agreement immediately terminated.

Please note that Depositit will not tolerate any resellers that send traffic directly from search engines to our website using any keywords directly related to Depositit (i.e Depositit, Depositit online backup, Depositit offsite backup, Depositit automatic backup etc).

Any resellers found doing this will be immediately removed from our systems and no commission will be payable against any sales.

10. PAYMENT

Affiliate Commissions will be paid every 2 months, in February, April, June, August, October and December.

Payments will be made as close to the beginning of the month as possible using the PayPal service.

UK Affiliates who are V.A.T registered will be required to provide a VAT invoice prior to receiving payment.

If a customer receives a refund for a product after the Affiliate commission was credited and/or paid, Depositit reserves the right to subtract the commission amount from Affiliates' commission that month or in future months.

11. REPORTING

In the event of several Affiliates reporting the same User in the same month, Depositit shall select the Affiliate to receive the commission on the basis of the information available to it. Depositit's decision is final.

Responsibility for your website

You have sole responsibility for the development, operation, and maintenance of your site and for all materials that appear on your site. Depositit does not assume any liability for these matters. Furthermore, you will indemnify and hold us harmless from all claims, damages and expenses (including without limitation, attorney's fees) relating to the development, operation, maintenance and contents of your site.

12. GENERAL

Either party may terminate this Agreement immediately by notice in writing if the other party becomes or is deemed insolvent, ceases to trade or has a liquidator, receiver, manager, administrator or administrative receiver or similar office appointed in respect of the whole or part of its business or enters into any arrangement or composition with its creditors or is wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumed all of its obligations, or is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, or is made bankrupt, or undergoes a similar or analogous event in any jurisdiction.

Neither party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond the reasonable control of that party and which prevent that party from performing its obligations to the other.

The Affiliate shall not assign, transfer, charge or otherwise deal in its rights or obligations under this Agreement (or purport to do so) without Depositit's prior written consent, which shall not be unreasonably withheld or delayed.

Nothing in this Agreement shall be construed as creating a right which is enforceable by any person who is not a party to this Agreement.

This Agreement constitutes the entire Agreement between the parties in relation to its subject matter and supersedes all previous contracts or arrangements for any kind between the parties relating to its subject matter.

This Agreement shall be governed by and construed in accordance with the laws of England. The English Courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under or in connection with this Agreement.

ENTIRE AGREEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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