BY CLICKING "I ACCEPT", "OK", "CONTINUE", "YES" YOU ARE INDICATING YOUR COMPLETE UNDERSTANDING AND ACCEPTANCE OF THESE TERMS AND CONDITIONS FOR RESELLING.
THESE TERMS AND CONDITIONS ("Agreement") is made by and between BITDEFENDER (hereinafter referred to as " BITDEFENDER") and YOU (hereinafter referred to as "Reseller")
NOTHING IN THIS CONTRACT CAN BE INTERPRETED AS RESELLER'S APPOINTMENT AS A UNIQUE AND EXCLUSIVE RESELLER OF THE PRODUCT IN TERRITORY OR AS A LEGAL REPRESENTATIVE OF BITDEFENDER ON THIS MARKET UNLESS DETERMINED OTHERWISE.
AFFILIATE NETWORKS act as an intermediary between publishers (affiliates) and (merchant) affiliate programs, which allows publishers to find affiliate programs, which are suitable for their website and it helps websites offering affiliate programs reach its target audience.
PRODUCT: Represents security program in electronic format the BitDefender suite, with versions updated by BITDEFENDER for the period of the present contract. The Product List is provided in written by BITDEFENDER to the Reseller, using the communication method established in the contract, on quarterly basis or any time a new product is launched.
TERRITORY: is the geographical territory where the Reseller is entitled to distribute the Product and it is determined in the Key Terms Schedule
EFFECTIVE DATE: means the date of acceptance of these terms and conditions.
ORDER: Represents the request for delivering Products, from the Reseller to BITDEFENDER.
BUNDLE SALES: Represent the association and sale of Products together with other software or hardware products sold by the Reseller or a third party.
ON-LINE SALES: Represent the sale of Products on the Internet through Reseller's e-shops or his sub-Resellers' or resellers' e-shops.
PACKAGE: Represents the physical box, digital recorded media and user's manual and license certificate used to present and deliver the program to the users. The package is entirely designed by BITDEFENDER. Other advertising or presentation materials may be included in the package by BITDEFENDER or by the Reseller only with BITDEFENDER's prior written approval.
CORPORATE PRODUCT: Represents the product dedicated for business customers, as defined in the MSRP list.
HOME USER PRODUCT: Represents the home user product is dedicated for a personal computer as defined in the MSRP List.
MANUFACTURER SUGGESTED RETAIL PRICE LIST (MSRP): MSRP is provided in writting by BITDEFENDER to the Reseller, using the communication method established in the contract. MSRP and all its modifications will be part of the contract.
NFR Product (or Not-for-Resale) Represents the Product that BitDefender offers to eligible partners as a benefit to help them familiarize themselves with BitDefender products, to aid sales activities and enhance technical training. NFR Products are non-transferable, and may not be re-sold or given to end users. The conditions of obtaining a NFR Product are public on BitDefender Website.
UPDATES: Represent the virus signature database updates, antispam database updates, firewall database and rule sets updates, product related updates (including product patches when available), as well as to any and all other product add-ons, patches or add-ins which are shipped to the installed image of the product through the BitDefender Update Module during the whole period of the license right of usage as described EULA and can be installed automatically (i.e. without user intervention).
UPGRADES: Represent any Product improvements delivered trough automatic Update as part as the process of continuous improvement of the functionalities of the Product.
2. OBJECT OF THE CONTRACT
2.1 By the present contract BITDEFENDER gives the Reseller the limitied, non exclusive, non-sublicensable right to use the Products for the resale in the Territory, as established in the Key Terms Schedule.
2.2 BITDEFENDER authorizes the Reseller to reproduce all the package materials and other advertising materials placed by BITDEFENDER at the Reseller's disposal in order to satisfy its sales needs, subject to the terms and conditions of the Agreement and Key Terms Schedule.
2.3 BITDEFENDER is the sole party entitled to issue License Certificates (Serial Number) for Products.
2.4 The Reseller buys and sells the Products in its own name and at its sole expense. He will have the position of an independent contractor as against BITDEFENDER as well as against third parties and he will not be considered as a legal representative or a BITDEFENDER's agent for no reason/objective, and under no circumstances will he act in the name or on the account of BITDEFENDER. The Reseller is entitled to use the name "the Reseller" of the contracted products, but he is not entitled to use the name "the agent of BITDEFENDER", or the representative of BITDEFENDER in the Territory or any other terms that will indicate an agency relationship between the parties or any kind of representation of BITDEFENDER by the Reseller in the Territory.
3.1 The effects of this contract's clauses are valid from the registration date for one year. Thereafter this Agreement shall be automatically renewed for successive one year periods, unless either party provides written notice to the other party at least 30 days prior to the expiration of the term of their intention not to renew this Agreement.
4.1 The payment and the payment terms are set out in the Key Terms Schedule. The Key Terms Schedule is integral part of the Agreement
4.2 The prices do not include any additional taxes. All these taxes shall be entirely covered by the Reseller.
4.3 A late penalty at the rate of 0.15% per day shall be applied to the total invoice price for payments and paid by the Reseller.
4.4 The Reseller will have the full liability for paying all taxes resulting from the selling of the Product according to the local legislation.
5.1 Products sold as Corporate and/or Home user products sales are not accompanied by the License Certificates. For these types of sales the serial numbers for the Products will be delivered by electronic mail by BITDEFENDER to the Reseller within 4 business days from the Reseller order date, once the order has been accepted by BITDEFENDER.
6.BITDEFENDER'S RIGHTS AND OBLIGATIONS
6.1 BITDEFENDER has all the rights of licensing the Product. BITDEFENDER shall retain all rights, title, and interest in the Product and to any modifications or improvements or translations of the Products made by the Reseller thereto, and all the materials in connection with the Product. Reseller will not obtain any rights in the Product as a result of its responsibilities hereunder. Reseller acknowledges BITDEFENDER's rights in the Product. Reseller shall not at any time during or after the effective Term of the Agreement, dispute or contest, directly or indirectly, BITDEFENDER's right and title to the Product or their validity thereof.
6.2 BITDEFENDER undertakes to place at the Reseller's disposal an electronic copy of each product mentioned in the Key Terms Schedule. If allowed within theKey Terms Schedule a copy that can be accurately multiplied by the Reseller, the user's manual, the design of the box and promotional materials, within 5 business days from the date the contract is signed by the last party. BITDEFENDER will deliver to the Reseller the layout for product, the user's manual, the box information and all the other promotional materials in English.
6.3 BITDEFENDER undertakes to offer to the Product users' up-to-date information through its Internet websites.
6.4 BITDEFENDER undertakes to supply the Reseller with all the needed information in order for the Reseller to ensure the technical support for the users of the Product as established in Key Terms Schedule.
6.5 BITDEFENDER undertakes to supply the Reseller with Product information and other information in the same field.
6.6 BITDEFENDER has the right to verify and to approve the quality and the design of any material used by the Reseller to promote and sell the Product.
6.7 BITDEFENDER has the right to ignore the Reseller's orders if the Reseller breaches the payment obligations.
6.8 BITDEFENDER will provide to the Reseller the MSRP, every time the MSRP will be changed, either directly by e-mail or fax or publically by posting the MSRP on BITDEFENDER websites. BITDEFENDER has the right, in any moment, to direct Reseller to purchase Products from a third party, rather than directly from BITDEFENDER. This will not affect the terms and conditions, as stated in Key Terms Schedule.
7.RESELLER'S RIGHTS AND OBLIGATIONS
7.1 The Reseller shall not sell or market outside the Territory and the Reseller shall not accept any order from a client from outside the Territory.Any such order will be forwarded to BITDEFENDER at instance.
7.2 The Reseller undertakes to cover the expenses allocated for promoting the Products. Either BITDEFENDER will design the promotional materials and a copy will be sent to the Reseller, or the promotional materials will be designed by the Reseller or a third party and prior approved in writing by BITDEFENDER, the Reseller covering all the multiplication expenses. If BITDEFENDER doesn't approve the promotional materials, the Reseller will not have the right to use these materials. All the copyrights regarding promotional materials it shall become the sole and exclusive property of BITDEFENDER. The Reseller undertakes to waive all his copyrights.
7.3 The Reseller undertakes not to damage the Product and BITDEFENDER's Company image. If the Product and BITDEFENDER's Company image is damaged the Reseller shall financially compensate BITDEFENDER for all the damages.
7.4 The Reseller has the obligation to send to BITDEFENDER every material prepared by him, including but not limited to boxes, any marketing material, any Public Relations material (press release, article, or any other communication material developed), content of its websites, for the verification and prior written approval of the quality and the design of any material used by the Reseller to promote and sell the Product. The approval has to be given in writing by BITDEFENDER before the Reseller is taking the actions to publish the materials
7.7. The Reseller has the right to propose Product improvements to BITDEFENDER. BITDEFENDER will analyze all the Reseller proposals and in BITDEFENDER's sole and exclusive discretion, he may apply them. Upon submission of any suggested change or improvement, it shall become the sole and exclusive property of BITDEFENDER. By such submission, Reseller waives any right in any such suggestion Reseller may have, and irrevocably consents to BITDEFENDER's unrestricted use thereof.
7.8. The Reseller acknowledge and agree that all marketing materials, including but not limited to photography, brochures, manuals, film, and other materials (collectively referred to as "Materials") generated by or for promoting BitDefender products, in the performance of this Reseller Agreement shall be deemed BITDEFENDER's exclusive property, subject to any third party rights, restrictions, or obligations which The Reseller has to notify it to BITDEFENDER. The Reseller will indemnify, defend and hold harmless on BITDEFENDER against all liabilities, losses, damages or expenses, including reasonable attorneys' fees and costs, which it may incur as the result of any claim, suit or proceeding brought or threatened against BITDEFENDER resulting from third party rights as copyright infringement, invasion of privacy, except to the extent that such claim arise from information or materials supplied by BITDEFENDER.
7.9. The Reseller is allowed to reproduce and pack up the product only with BITDEFENDER's prior written approval.
7.10. The Reseller shall notify BITDEFENDER of any infringement of his copyright on the product or of his Trade Marks within reasonable commercial term since the date he finds out about the infringement or has reason to believe infringement has or is likely to occur.
7.11. The Reseller shall have no right to sale Online the Products through Affiliate Networks without prior written approval from BitDefender using the correspondence e-mail address: firstname.lastname@example.org.
7.12. The Reseller shall not use the BitDefender Trademarks in any online search engine marketing campaigns. The marketing campaigns shall be prior discussed and approved with BitDefender, using the correspondence e-mail address: email@example.com.
7.13. Information about BitDefender's customers is an important part of our business, and Reseller is not allowed to sell or transfer it except to BITDEFENDER or affliliated companies. The Reseller undertakes to provide BitDefender upon request all data gathered during the sales process except for protected personal data which he is not allowed to transfer.
8. Information on legal issues regarding the BitDefender logo
8.1 The Reseller shall distribute the Product in the conditions agreed with BITDEFENDER and with the trademark established by BITDEFENDER. The Reseller shall assume this engagement regarding any other product that is to be distributed according to the present contract.
8.2 BITDEFENDER authorizes the Reseller to use his own trademark for the sale of the products along with the trade mark(s) established by BITDEFENDER.
The BitDefender logo is property of BITDEFENDER and is protected by the law of copyright. Using it is permitted only under these specific terms:
1. The BitDefender logo can only be used as direct link to the home page of the BitDefender website (www.bitdefender.com
2. The BitDefender Logo cannot be modified in any way - including proportions, colors, constituent elements - and cannot be subject to any transformation, animation or any other processes.
3. The BitDefender Logo cannot be used on websites that discredit the BitDefender name or that of BITDEFENDER products or services, infringe upon intellectual property or other BITDEFENDER rights, or violate the laws in force in Romania or in other states. The BitDefender Logo cannot be used in association with material or information that is immoral or remote from "common sense" or moral values promoted by BITDEFENDER.
4. The BitDefender Logo can only be used in a trustworthy manner and can only be associated with credible and verifiable information. The BitDefender Logo cannot be used to imply relationships with BITDEFENDER or approvals or sponsorships with no legal bases.
5. BITDEFENDER reserves the right to approve or disapprove any use of the BitDefender Logo to ensure its correct use, in accordance with BITDEFENDER's policy.
6. The pages where the BitDefender Logo is used (with complete fulfillment of the above mentioned rules and regulations) must include direct links to information on legal terms for use of all logos included in the respective pages (terms similar to the ones included herein).
7. BITDEFENDER DOES NOT OFFER ANY GUARANTEES IN RELATION TO THE USE OF THE BITDEFENDER LOGO AND CANNOT BE INVOLVED IN ANY WAY IN LAWSUITS GENERATED BY ITS USE WITHOUT OBSERVING THESE RULES. BITDEFENDER DISAPPROVES ANY ANAUTHORISED USE OF THE BITDEFENDER LOGO AND RESERVES THE RIGHT TO TAKE LEGAL PROCEEDINGS AGAINST ANY PARTY WHO, BY SUCH A USE, HAS CAUSED INJURY TO BITDEFENDER.
8. The BitDefender Logo cannot be used in a prominent manner on any other website, excluding those which are BITDEFENDER property. The BitDefender Logo cannot be shown in a larger size than the Logo of the company owning the "host" website and also not in a small size, such as constituent elements loose their identity, as well as in places little visible on an web page: in areas next to down side edges of the web page.
9. These conditions for using the BitDefender Logo only apply to web pages and do not refer to using the logo in documents, on product packages, or inside other marketing materials. Using the BitDefender Logo on these supports is subject to other regulations under the jurisdiction of BITDEFENDER.
10. BITDEFENDER reserves the right to change the conditions of use for the BitDefender Logo anytime and without prior notice
8.3 All graphic elements and materials used by the Reseller in selling and promoting the products, advertising images, images used for fairs and exhibitions as well as all the ones mentioned in the Agreement will mandatory need BITDEFENDER's prior written approval. Notwithstanding this provision, the logo and the logotype of the product are not to be modified.
8.4 The Reseller will not otherwise reproduce, copy, and duplicate the Product or trademarks without the written consent of BITDEFENDER. The Reseller has no right to reverse engineer, reverse compile or otherwise alter the Product.
8.5 The Reseller has no right and it is strictly forbidden to register directly or indirectly BITDEFENDER's trademarks, company name, domain names, brand names, logos, copyrights or any other IP rights and also any other derivates of these. If this obligation is breached, this is consider a significant damage for BITDEFENDER, the Reseller has the obligation to immediately transfer or assign the rights to BITDEFENDER or BITDEFENDER and pay the damages caused to BITDEFENDER.
9 COMPLIANCE WITH LOCAL LAWS
9.1 Reseller shall ensure compliance with all applicable laws and regulations in the Territory.
9.2 The Reseller shall notify BITDEFENDER of any future law that may have incidence on the license granted by BITDEFENDER and may cause the nullity of at least one of its clauses
9.3 Reseller shall cooperate promptly with BITDEFENDER to assist BITDEFENDER in complying with all applicable laws in the Territory, including but not limited to, laws and regulations relating to the control of exports or the transfer of technology.
10 WARRENTIES AND LIABILITIES
10.1 The warranty with respect to the sale of Products is as described in EULA provided with each Product. BITDEFENDER does not extend to Reseller any additional warranties, express or implied, and Reseller expressly waives any and all claims to damages. BITDEFENDER's liability is limited to replacement of Product. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT or EULA, BITDEFENDER MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON INTERFERENCE, ACCURACY OF DATA, OF INFORMATIONAL CONTENT, NON INFRINGEMENT OF THE THIRD PARTIES COPYRIGHT OR OF THIRD PARTY RIGHTS OF PRIVACY AND PUBLICITY BY FILTERING, DISABLING, OR REMOVING SUCH THIRD PARTY'S SOFTWARE, SPYWARE, ADWARE, PROGRAMMING, COOKIES, EMAILS, ADVERTISEMENTS OR THE LIKE, WHETHER ARISING BY STATUTE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE, OR TRADE USAGE. IN NO EVENT SHALL BITDEFENDER BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE RESELLER, AUTHORIZED RETAILER, END USER, OR OTHER THIRD PARTY ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL GROUND OF ACTION.
10.2 Reseller shall be solely liable for any representations or warranties made by it or Sales Representatives in its advertising, brochures, manuals, or by its agents, employees, or representatives, whether in writing or orally with respect to each Product.
10.3 Reseller agrees to defend, indemnify, and hold BITDEFENDER, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against BITDEFENDER based on Reseller's actions or inactions.
10.4. If the Reseller breaches the territoriality limitation of the products or the destination of the product or any terms of this agreement, BITDEFENDER will have the right to cancel the key licenses of the Products sold and receive monetary damages from the Reseller. The Reseller will have to supervise the reselling made by his resellers in the Territory. The Reseller will ensure that his sub-Resellers and his resellers are respecting the territoriality limitation of the products or the destination of the product. The Reseller is the only responsible for the end-user claims resulted from these actions of BITDEFENDER.
11. CONTRACT TERMINATION
11.1 The following termination rights are in addition to the terminate rights that may be provided elsewhere in this Agreement.
11.2 If one party fails to fulfil any of his obligations under the present contract, the other party has the right to cancel the contract by giving a notification about the breaching of the contract and granting one-month term to remedy the respective breaching of the contract.
11.3 Immediate Right of Termination. BITDEFENDER shall have the right to immediately terminate this Agreement by giving written notice to Reseller in the event that Reseller does any of the following:
a. Files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, of if Reseller discontinues or dissolves its business, or if a receiver is appointed for Reseller or for Reseller's business and such receiver is not discharged within thirty (30) days;
b. Engages in any illegal, unfair, or deceptive business practices or unethical conduct whatsoever, whether or not related to the Product;
c. Fails to respect the payment obligations as specified in the Key Terms Schedule or breach the IP rights of BITDEFENDER; or
12.5 Either party has the right to terminate this Agreement at any time without the requirement of showing cause by giving the other party ninety (90) days prior written notice.
11.6 Any termination of this Agreement, however, shall not excuse the Reseller's payment obligations for any orders issued prior to the termination date, as described in Art. 4 or the Reseller's obligations of confidentiality.
12. LITIGATION SETTLEMENTS AND THE CONTRACT GOVERNING LAW
12.1 The present contract is governed by BITDEFENDER's local Law. In case any of the clauses of the present contract will be declared void, the other clauses won't be affected and will continue to be valid and applicable within the limits of BITDEFENDER's local Law. The venue is at the competent courts from the BitDefender's Headquarter.
12.2 Neither Party will be held responsible for any performance delay or nonperformance due to unforeseen circumstances or causes beyond their reasonable control.
13 CONFIDENTIALITY AND ANNOUNCEMENTS
13.1 It is recognized that during the course of its work with BITDEFENDER, the Parties may have occasion to conceive, create, develop, review, or receive information that is considered by BITDEFENDER to be confidential or proprietary including information relating to the Product, including inventions, patent, trademark and copyright applications, improvements, know-how, specifications, drawings, cost data, process flow diagrams, sales reports, customer and BITDEFENDER lists, bills, ideas, and/or any other written material referring to same (the Confidential Information). Both during the Term of this Agreement and thereafter, Reseller agrees to maintain in confidence such Confidential Information unless or until:
a) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Reseller;
b) the Reseller can demonstrate to have had rightfully in its possession prior to disclosure by BITDEFENDER;
c) is independently developed by the Reseller without the use of or access to any Confidential Information of BITDEFENDER; or
13.2 Reseller further agrees to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorized persons or disclosure.
13.3 If requested by BITDEFENDER, Reseller agrees to promptly return to BITDEFENDER all materials, writings, equipment, models, mechanisms, and the like obtained from or through BITDEFENDER including, but not limited to, all Confidential Information, all of which Reseller recognizes is the sole and exclusive property of BITDEFENDER.
13.4 Reseller agrees that it will not, without first obtaining the prior written permission of BITDEFENDER, do any of the following:
i. Directly or indirectly utilize such Confidential Information in its own business;
ii. Manufacture and/or sell any Product that is based in whole or in part on such Confidential Information; or
iii. Disclose such Confidential Information to any third party.
13.5 Reseller shall have each of its resellers and Sales Representatives agree to be bound by the provisions of this paragraph, by having each such person sign a written acknowledgement in a form to be supplied by and satisfactory to BITDEFENDER.
13.6 The confidentiality obligations shall be in force for a period of 3 years after the distribution agreement had ceased.
14. OTHER CLAUSES
14.1BITDEFENDER can change its name, transform itself or merge with any other company during the validity of the present contract, making the pledge that no matter the case, the new company, in case it achieves a distinct juridical personality, will assume the relation with the Reseller under exactly the same conditions and terms as those included in the present contract. BITDEFENDER has the right to assign his rights arising from the present contract, with the notification of the Reseller.
14.2 The Reseller does not have the right to assign his rights arising from the present contract, without BITDEFENDER's approval.
BITDEFENDER reserves the right to revise these regulations at any time and without prior notice. To this end, we advise you to periodically visit this page to be acquainted with the legal terms and conditions regarding accessing, using and displaying the BitDefender website, which you are obligated to abide by.
In case of controversy or inconsistency between translations of these Terms to other languages, the English version issued by BITDEFENDER shall prevail.
Contact BITDEFENDER at e-mail address: firstname.lastname@example.org