General Terms and Conditions (February 1st, 2017 – Final draft)
(1) The following General Terms and Conditions (“GTC”) of the ThinPrint Cloud Services, Inc. (“TPCS”) 7600 Grandview Ave, Arvada, CO 80005, apply to the participation in the ThinPrint Cloud Reseller Program (“TPCRP”) by sales partners (“Reseller”).
(2) If applicable, any and all agreements previously concluded between TPCS and the Reseller concerning the same subject matter are rendered void and shall be replaced by these GTC.
2. Subject Matter
(1) By sending the online form, the Reseller applies to be admitted to the TPCRP by TPCS. By sending the online form, the Reseller declares his/her consent with these GTC, which he/she confirms by checking the appropriate box.
(2) Participation in the TPCRP is free of charge.
(3) TPCS will examine the application and reserves the right to reject it without giving reason. TPCS will inform the Reseller hereof by email to the email address provided in the online form.
(4) TPCS will inform the Reseller of its admittance to the TPCRP by email to the email address provided in the online form. Upon receipt of the confirmation email, the Reseller may profit immediately from the advantages of being a ThinPrint Cloud Reseller.
(5) Upon admittance of the Reseller into the TPCRP, TPCS may use the name and contact information of the Reseller to inform customers and other third parties, if applicable, of the partnership. TPCS reserves the right to make the publication of the Reseller’s information subject to further conditions.
(1) The Reseller may cancel its participation in the TPCRP at any time with immediate effect by email to firstname.lastname@example.org.
(2) TPCS may cancel the partnership with the Reseller by email with three months’ written notice without giving reason. Any such cancellation would be effective on the next occurrence of June 30th.
(3) Upon termination of the partnership, regardless of reason, Reseller and TPCS may not claim any benefits under the TPCRP.
(4) The partnership automatically ends on June 30th, if no customer has been assigned to the Reseller account within the last 6 months or the Reseller account is in default. Should admittance to the TPCRP happen between January and June, June 30th of the following the year will be the first date these criteria have to be met.
4. Reseller Benefits
(1) Any changes to Reseller benefits of the TPCRP will become effective on July 1st. TPCS will inform the Reseller about changes by email before June 1st.
(2) The Reseller receives the following benefits:
- A Demo Account. The Demo Account is a fully functioning ThinPrint Cloud account for up to 10 users for internal use and to conduct demonstrations.
- No charges for user slots.
- List price is determined by overall number of active users across all customer accounts.
- A discount of 30% on top of the effective Active User price is given until June 30th of the year following the year of admittance to the TPCRP. After that date, the Reseller discount will be 20%.
5. Invoicing & Reporting
(1) At the beginning of each month,TPCS will send a monthly report to the Reseller. This report contains, for each account managed by the Reseller, the number of active users during the previous month.
(2) At the beginning of each month, TPCS will send an invoice to the Reseller for the prior month usage. This invoice shows all applicable Reseller Benefits as listed in 4.2 above.
(3) The Reseller pays the monthly invoice via Credit Card or PayPal within 15 days after receiving it.
(1) TPCS reserves the right to amend, modify, or supplement these GTC from time to time. TPCS shall inform the Reseller of any such changes by email with adequate notice time.
(2) If the Parties agree on conditions deviating from these GTC, such agreement must be in writing and duly signed by both Parties.
(3) If one or more stipulation of these GTC or stipulations later added to these GTC shall be deemed invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remainder of these GTC. This also applies to unintended omissions. Instead of the invalid, unenforceable or omitted stipulation, a valid stipulation reflecting the Parties’ intent shall be deemed agreed.
(4) This Contract shall be construed as though prepared by both Parties hereto and shall be construed without regard to any presumption or other rule requiring construction against the party causing an agreement to be drafted. This Contract shall be construed and governed by the laws of the State of Colorado (without giving effect to its principles of conflicts of laws). Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Contract must be brought against the applicable Party in the courts of the State of Colorado located in the City and County of Denver or, if it has or can obtain jurisdiction, in the United States District Court for Colorado, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in this section may be served on any Party anywhere in the world, whether with-in or without the State of Colorado. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.