ReviewInc has THREE different partner programs. Click on the appropriate tab below to get a preview of the agreement that corresponds to your preferred partner type. Ignore the other types if they do not apply.
Reseller Authorization Agreement
This Agreement is between LMP Software, LLC dba ReviewInc. (“Company”), a California Limited Liability Corporation having offices at 20750 Ventura Blvd #355, Woodland Hills, CA 91364 and (“COMPANY”) and the reseller set forth below (“Reseller”) and establishes the terms and conditions for Resellers participation in the ReviewInc Reseller Program (the “Program”). Under the Program, Company will provide marketing and promotional support to Reseller as specified in this Agreement related to Resellers purchase and license of ReviewInc products for resale. Reseller’s compensation shall be outlined in Exhibit A.
1. Reseller Qualification
1.1. In order to ensure adequate technical and marketing support to end users, eligibility to resell ReviewInc products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site). These program materials as well as the certification requirements are contained on the company website and the reseller portal. Reseller will not sell ReviewInc products without arranging for adequate post-sales support by Company.
2.1. Reseller is an independent contractor engaged in selling ReviewInc products or services to its customers. Reseller is not an agent or legal representative of ReviewInc for any purpose, and has no authority to act for, bind or commit ReviewInc.
2.2. Reseller has no authority to make any commitment on behalf of ReviewInc with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with ReviewInc products.
2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of ReviewInc. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive upon notice from ReviewInc.
3. Term, Limitations, Termination
3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and ReviewInc. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
3.2. Either party may terminate this Agreement without cause at any time upon thirty (30) days prior written notice. In the event of a breach of this Agreement, Company may terminate this agreement upon fifteen (15) days prior written notice.
3.3 Upon termination, all unfilled purchase orders pending at the time of the date of such notice must be submitted and processed within 14 days of termination or shall be deemed canceled. Commissions will continue for all orders generated from Reseller accounts except in cases of termination for cause in which case any ongoing commissions will continue until one year from the date of original purchase, or six months from the date of termination—whichever is longer. Any accrued marketing funds will be revoked, but it does not affect any outstanding amounts due.
3.3. ReviewInc may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless Reseller provides notice of Termination.
4. Reseller Programs
4.1. ReviewInc Reseller program will contain various participation levels. ReviewInc will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by ReviewInc as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. ReviewInc reserves the right to terminate or modify such programs at any time at its sole discretion.
4.2. Reseller shall exert best efforts to market ReviewInc products and is able to use promotional materials supplied by ReviewInc.
4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the ReviewInc products in general and will have access to appropriate ReviewInc sales and technical training.
4.4. ReviewInc does not represent that it will continue to offer or market any particular service indefinitely or even for any specific period. ReviewInc specifically reserves the right to modify any of the specifications or characteristics of its product and service offerings, to remove any product or services from the market, and/or to cease providing the service altogether.
4.5. Reseller is expected and encouraged to advertise and promote the sales of ReviewInc products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. ReviewInc must approve all original materials that use ReviewInc name or trademarks. ReviewInc will assist Reseller in advertising and promoting ReviewInc products in accordance with ReviewInc policy.
5. Limitation of Liability
EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL REVIEWINC, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SERVICE AND/OR ITS CONTENTS BE LIABLE TO YOU FOR ANY PERSONAL INJURY OR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA OR PROPERTY) ARISING FROM OR RELATED TO THIS AGREEMENT AND/OR THE USE, RELIANCE ON OR TRANSFER OF ANY PROPERTY, SERVICE, INFORMATION OR DATA PROVIDED OR MADE ACCESSIBLE UNDER THIS AGREEMENT, EVEN IF REVIEWINC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH INJURY OR DAMAGES. NOT WITHSTANDING THE ABOVE, ANY DAMAGES ASSESSED SHAL BE LIMITED TO A SINGLE MONTH’S COST OF SERVICE PROVIDED TO RESELLER FOR THE PRODUCT.
6. Use of ReviewInc Trademarks
6.1. Reseller acknowledges the following:
6.1.a. ReviewInc owns all right, title and interest in the ReviewInc names and logotypes.
6.1.b. ReviewInc is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
6.1.c. Reseller will acquire no interest in any such trademarks or tradenames or other intellectual property by virtue of this Agreement, its activities under it, or any relationship with ReviewInc.
6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the ReviewInc products. Reseller may also use the ReviewInc trademarks and trade names to promote and solicit sales or licensing of ReviewInc products if done so in strict accordance with ReviewInc guidelines. Reseller will not adopt or use such trademarks, tradenames or domains, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.
6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the ReviewInc and ReviewInc names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the ReviewInc products.
7.1. Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of ReviewInc and its Products; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to ReviewInc or ReviewInc Products; (iii) make no false or misleading representations with regard to ReviewInc or ReviewInc Products; (iv) not publish or employ, or cooperate in the publication or employment of, any unlawful, misleading or deceptive advertising material, practice or transmission with regard to ReviewInc or ReviewInc Products; (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of ReviewInc Products that are inconsistent with the literature distributed by ReviewInc and/or about ReviewInc products; and (vi) comply with all applicable laws and regulations.
7.2. ReviewInc warranties are as specified in the ReviewInc Client Terms and Conditions (“EULA”). REVIEWINC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCTS AND SERVICES, EXCEPT AS SET IN THE EULA. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED.
7.3. Each party shall, at its expense, defend, indemnify and hold the other harmless from and against any damage, liability, cost or expense (including reasonable attorneys’ fees and court costs) arising out of or resulting from any third-party claim, suit or other proceeding (each a Claim and, collectively, the Claims) arising in any way from a breach of these Warranties or breach of this Agreement .
8.1. The software license terms will be specified in ReviewInc’s Client Terms and Conditions (“EULA”). https://www.reviewinc.com/TermsAndConditions.aspx
9. Proprietary Information
9.1. In addition to the confidentiality section within the EULA, ReviewInc and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care.
10. Export Controls
Regardless of any disclosure made by Reseller to ReviewInc or Distributor of an ultimate destination of ReviewInc products, Reseller shall not export, either directly or indirectly, any documentation, ReviewInc products, or system incorporating such ReviewInc where prohibited by applicable law (including export control provisions).
12. Government Contract Conditions
In the event that Reseller elects to sell ReviewInc products or services to the Government (national, regional or local), Reseller does so solely at its own option and risk, and agrees not to obligate ReviewInc as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. ReviewInc makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.
13. Choice of Law and Arbitration
13.1. California Law Applies Subject to Discovery Limitation Herein. This Agreement shall be governed by the laws of the State of California without reference to its conflict of laws principles (but excluding Section 1283.1 of the California Code of Civil Procedure).
13.2. Arbitration. Any dispute, controversy or other claim arising out of this Agreement shall be resolved by arbitration conducted in English in Los Angeles, California in accordance with the JudicateWest Commercial Arbitration Rules as modified by this section. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.
13.3. Arbitrator Qualifications. Unless otherwise agreed by the parties, the arbitration panel shall consist of one arbitrator chosen in accordance with the rules of the JudicateWest. Any such arbitrator shall be knowledgeable in the subject area in which the dispute arises.
13.4. Limiting Discovery to Reduce Litigation Costs. All discovery shall be completed within sixty (60) days following the appointment of the arbitrator.
13.5. Flexibility in Presenting Evidence. Each party shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party, provided that, where appropriate, the arbitrator may receive testimony via telephone, video or other electronic means of communication.
13.6 Arbitration Award/No Appeal. The arbitration award shall be in writing and the arbitrator shall provide written reasons for the award. The award of the arbitrator shall be final and binding on the parties hereto and may be enforced in any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs, including fees of the arbitrator and JudicateWest, incurred in the action or proceedings. In no event shall the arbitrator award punitive or exemplary damages. The parties waive any right they may have to an appeal of the arbitrator’s decision and/or award.
14.1. Notices. Notices under this Agreement must be sent by overnight mail service or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change).
14.2. Entire Agreement. This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement.
14.3 Limitation on Assignments. Neither party may assign, delegate, or transfer the Agreement or any of its rights or duties hereunder, without the prior written consent of the other party. Notwithstanding the foregoing, ReviewInc may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of ReviewInc.
Client pays ReviewInc, and ReviewInc pays Reseller commission as follows:
(This amount is redacted in this public portion of the online agreement (for confidentiality), but can be obtained directly from the Partner Manager (phone or email), but is also sent via the Reseller Acceptance Email).
Term of Commission
Life of Customer subject to the following qualifications (all of which must apply):
1. Reseller is paid during the Life of Customer’s active subscription so long as the customer maintains their subscription with their current reseller (if they switch to a different reseller, the commission terminates after the customer’s current month)
2. Reseller is classified as “Active” by making at least one new sale per 6-month period.
Payment is made on the 15th of the month following 30 days after payment is made by customer.After reseller achieves a level of 10 concurrent subscriptions, Reseller may qualify for twice-monthly pay periods.