AFFILIATE POLICY

This Agreement/Policy is between CLOUD SPECIALIST and the AFFILIATE (“AFFILIATE”) and establishes the terms and conditions for AFFILIATE’s participation in the CLOUD SPECIALIST AFFILIATE Program (the “Program”). Under the Program, CLOUD SPECIALIST will provide marketing and promotional support to AFFILIATE as specified in this Agreement related to the AFFILIATE’s purchase and license of CLOUD SPECIALIST services for resale.

 

AFFILIATE Qualification

In order to ensure adequate technical and marketing support to end users, eligibility to resell CLOUD SPECIALIST services is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the AFFILIATE portal site). These Program Materials contain a detailed description of the benefits to an AFFILIATE of CLOUD SPECIALIST as well as the requirements of an AFFILIATE under this program. The AFFILIATE will not sell CLOUD SPECIALIST services without arranging for adequate post-sales support.

 

Relationships

AFFILIATE is an independent contractor engaged in purchasing CLOUD SPECIALIST services for resale to its customers. AFFILIATE is not an agent or legal representative of CLOUD SPECIALIST for any purpose and has no authority to act for, bind, or commit CLOUD SPECIALIST.

AFFILIATE has no authority to make any commitment on behalf of CLOUD SPECIALIST with respect to quantities, delivery, modifications, capability, or suitability in specific applications. The AFFILIATE has no authority to modify the warranty offered with CLOUD SPECIALIST services. The AFFILIATE will indemnify CLOUD SPECIALIST from liability for any modified warranty or other commitment by the AFFILIATE not specifically authorized by CLOUD SPECIALIST.

The AFFILIATE will not represent itself in any way that implies the AFFILIATE is an agent or branch of CLOUD SPECIALIST. The AFFILIATE will immediately change or discontinue any representation or business practice found to be misleading or deceptive by CLOUD SPECIALIST immediately upon notice from CLOUD SPECIALIST.

 

Term, Limitations, Termination

The term of this Agreement is twelve (12) months from the date of acceptance by AFFILIATE and CLOUD SPECIALIST. This Agreement shall automatically renew on each subsequent year for a one-year term unless it is terminated earlier in accordance with this Agreement.

CLOUD SPECIALIST or AFFILIATE may terminate this Agreement without cause at any time upon thirty (30) days written notice or with a Cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

CLOUD SPECIALIST may, from time to time, give AFFILIATE 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 otherwise specified in the notice.

Upon expiration, non-renewal, or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.

 

AFFILIATE Program

CLOUD SPECIALIST AFFILIATE program will contain various participation levels. CLOUD SPECIALIST will invite AFFILIATE from time to time to participate in the co-operative advertising, market development, and promotional programs offered by CLOUD SPECIALIST as defined in the Program Materials. The AFFILIATE may, at its option, participate in such programs during the term of this Agreement. CLOUD SPECIALIST reserves the right to terminate or modify such programs at any time at its sole discretion.

AFFILIATE shall exert best efforts to market CLOUD SPECIALIST services, and is able to use promotional materials supplied by CLOUD SPECIALIST. As defined in the Program Materials, AFFILIATE shall have sufficient technical knowledge of the CLOUD SPECIALIST services in general and will have access to appropriate CLOUD SPECIALIST sales and technical training.

CLOUD SPECIALIST does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. CLOUD SPECIALIST specifically reserves the right to modify any of the specifications or characteristics of its services, remove any product from the market, and/or cease manufacturing or supporting it.

AFFILIATE is expected and encouraged to advertise and promote the sales of CLOUD SPECIALIST services through all appropriate media including trade show exhibits, catalogs, direct mailings, space advertising, educational meetings, sales aids, etc. CLOUD SPECIALIST must approve all original materials that use CLOUD SPECIALIST name or trademarks (aside from modifying existing CLOUD SPECIALIST supplied template materials). CLOUD SPECIALIST will assist AFFILIATE in advertising and promoting CLOUD SPECIALIST services in accordance with CLOUD SPECIALIST policy.

 

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL CLOUD SPECIALIST BE LIABLE TO THE AFFILIATE OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR, PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF CLOUD SPECIALIST HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

 

Use of CLOUD SPECIALIST Trademarks

AFFILIATE acknowledges the following:

  1. CLOUD SPECIALIST owns all rights, title, and interest in the CLOUD SPECIALIST names and logotypes.
  2. CLOUD SPECIALIST is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.
  3. AFFILIATE will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with CLOUD SPECIALIST.

 

During the term of this Agreement, AFFILIATE may indicate to the trade and the public that it is an Authorized AFFILIATE of the CLOUD SPECIALIST services. The AFFILIATE may also use the CLOUD SPECIALIST trademarks and trade names to promote and solicit sales or licensing of CLOUD SPECIALIST services if done so in strict accordance with CLOUD SPECIALIST guidelines. The AFFILIATE will not adopt or use such trademarks or tradenames, or any confusing word or symbol, as part of its CLOUD SPECIALIST name or allow such marks or names to be used by others.

 

At the expiration or termination of this Agreement, the AFFILIATE shall immediately discontinue any use of the CLOUD SPECIALIST and CLOUD SPECIALIST names or trademarks or any other combination of words, designs, trademarks, or tradenames that would indicate that it is or was an AFFILIATE of the CLOUD SPECIALIST services.

 

Product Warranty

The warranty terms and conditions will be as specified in the CLOUD SPECIALIST End User License Agreement (EULA).

CLOUD SPECIALIST WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

Proprietary Information

CLOUD SPECIALIST and AFFILIATE 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 the permission of the party that furnished it. “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. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal, or termination of this Agreement.

The Program does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to CLOUD SPECIALIST. AFFILIATES shall not have any right to manufacture CLOUD SPECIALIST services.

 

Compliance with Laws

AFFILIATE agrees to comply with all laws and regulations that are applicable to the business that AFFILIATE transacts. AFFILIATE agrees to indemnify and hold CLOUD SPECIALIST harmless for all liability or damages caused by AFFILIATE’s failure to comply with the terms of this provision.

 

Miscellaneous

 

Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of the e-mail is acknowledged to the appropriate party at its location submitted during the AFFILIATE application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

 

This Policy and its schedules represent the entire agreement between the parties regarding this subject. This Policy 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. Mexican law governs this Agreement without consideration of that body of law referred to as “conflicts of laws”. CLOUD SPECIALIST and AFFILIATE will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation.  Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

 

In case of any questions regarding this Policy please contact us at help@cloud-specialist.net.