Plumrocket Inc reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Software, these PTOS, in whole or in part, at any time. Changes to these PTOS will be effective when posted. You agree to review these PTOS periodically to be aware of any changes. Your continued use of the Software after any changes to these PTOS are posted will be considered acceptance of those changes and will constitute your agreement to be bound thereby.
2. PARTNER PROGRAM RULES
- Your status as a Partner is effective as soon as your application is approved and the registration fee is paid. The fee is taken for the period of one year starting from the date of payment.
- The Provider badge can be placed on the Partner's website after the application form is filled and approved by the Provider.
- The resale price advertised by the Partner must not be lower than the product price listed on Provider's store (plumrocket.com).
- The Partner is responsible for delivering support and providing refunds to end-customers. Provider does NOT provide support or refunds to the Partner's end-customers.
- Partner's discount is the amount taken off the original price. If a product is already on a promotion, Partner will benefit from the higher discount rate only.
- Once a Partner establishes a certain volume of sales, it is possible to move to a higher discount level. For the volume of sales tiers, check the table at the partner program page.
- In case Partner does not reach a minimum revenue commitment, the Partner account will be downgraded to the lower level.
- In case of violation of the PTOS, Provider reserves the right to terminate the Partner relationship, or alter the terms of the Partner Program, or quit the Program at its own discretion.
The Partner and Provider may disclose confidential information one to the other to facilitate work under this PTOS. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
- is already known to the party to which it is disclosed;
- is or becomes part of the public domain without breach of this PTOS;
- is obtained from third parties, which have no obligations to keep confidential to the parties to this PTOS.
4.1. Third Party or Partner Script Modification
Provider can take no responsibility for services provided by third parties through us or otherwise, including the web hosting of the Partner's Software. Partner may desire to independently edit or update his Software, note however, Provider is not responsible for any damage created by the Partner, agent of the Partner or any third party.
4.2. Consequential Loss
Under no circumstances will Provider be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its Software. The Partner should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of Software failure.
Provider will make reasonable attempts to protect the integrity of the Partner's Software. As no software or server is 100% safe from security breach, the Partner understands that the Provider cannot be held accountable for all security breaches should they occur.
4.4. Status and Duration of Offers
Proposals and offers are valid for a period of two weeks from the date issued. Provider is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the two weeks that the offer is valid. If an acceptable timetable has not been approved by both parties within two weeks of the offer being made, the offer is deemed to have expired. Provider reserves the right to adjust timetable and all project dates accordingly or treat offer as invalid and therefore terminated if Partner fails to pay first deposit before the start date specified in offer.
5. RATINGS AND REVIEWS
When Partner submits content for posting on Provider's Site, Partner permits Provider to post his submission with his name, city, country and website address. By submitting any content to Provider, Partner represents and warrants that:
- Partner is the sole author and owner of the intellectual property rights thereto;
- all "moral rights" that Partner may have in such content have been voluntarily waived by Partner;
- all content that Partner posts is accurate;
- use of the content Partner supplies does not violate these TOS and will not cause injury to any person or entity.
Partner further agrees and warrants that Partner shall not submit any content:
- that is known by Partner to be false, inaccurate or misleading;
- that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
- for which Partner was compensated or granted any consideration by any third party;
- that includes any information that references other websites, addresses, email addresses, contact information or phone numbers.
Partner agrees to indemnify and hold Provider (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown including reasonable attorneys' fees, arising out of a breach of Partner's representations and warranties set forth above, or Partner's violation of any law or the rights of a third party.
For any content that Partner submit, Partner grants Provider, including its affiliates and subsidiaries, a, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium, product or technology throughout the world without compensation to the Partner.
All content that Partner submits may be used at Provider's sole discretion. Provider reserves the right to change, condense or delete any content on Provider's website that Provider deems, in its sole discretion, to violate the content guidelines or any other provision of these TOS. Provider does not guarantee that Partner will have any recourse to edit or delete any content that Partner has submitted. Ratings and written comments are generally posted within two to four business days. However, Provider reserves the right to remove or to refuse to post any submission for any reason. Partner acknowledges that Partner, not Provider, is responsible for the contents of Partner's submission. None of the content that Partner submit shall be subject to any obligation of confidence on the part of Provider, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.
6. INTELLECTUAL PROPERTY
6.1. Offers and Proposals
Offers and proposals made by Provider to potential Partners should be treated as trade secrets and remain the property of Provider. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Provider. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
Once Provider has received full payment of all outstanding invoices and the Software has been provided to a Partner, the Partner will be granted a license to use the Software and its contents. The Provider will provide Partner with Single Magento Installation License in accordance with Clause 6.3.
Partner may request to change the domains or sub-domains in his License after the order was placed. All requests to change the licenses must be approved by Provider. However, Provider is not obligated to approve these requests and may reject them for any reason.
6.3. Single Magento Installation License (the "License")
- All parts of Provider's Software are 100% Open Code.
- You have been granted this license explicitly by the copyright holder.
- You are granted one single use of the Software on one live magento installation located on one server and unlimited number of development sub-domains or development domains (development domains are subject to approval).
- You may use the Software for your own purposes or for a client, anyhow, use of the Software is limited to one live Magento installation located on one server and unlimited number of development sub-domains or domains.
- Use on additional live magento installations, requires you to obtain one License for each live magento installation you wish to use the Software on.
- As long as your Partner account is maintained in "active status" (all Partner annual fees are paid and PTOS is not terminated by either party), you may resell the Software. However, you must not directly or indirectly license, sub-license, rent, lend, sell, provide for free, reproduce or distribute by any means the Software.
- You will obtain a License which will remain valid until you stop using the Software or until Provider terminates this License because of your failure to comply with any of its TOS.
The same applies to derivative works based on the Software.
The same applies to works based on reverse-engineered versions of Provider's Software.
Derivative works based on the Software includes descriptions of the algorithms and methods implemented.
- You must not create derivative works based on the Software.
- You must not reverse-engineer the Software.
- You must not incorporate the Software in any work created for resale.
- You must not use the Software to provide services similar to those provided by the Software.
Any violation of copyright laws may result in severe civil and criminal penalties.
Without prejudice to any other rights, Provider may terminate this License at any time if you fail to comply with the TOS. In such event, it constitutes a breach of the agreement, and your License to use the Software is revoked and you must destroy all copies of Provider's Software in your possession. After being notified of termination of your License, if you continue to use Provider's Software, you hereby agree to accept an injunction to prevent you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce Provider's revocation of your License and any damages suffered by Provider because of your misuse of the Software. Provider is not bound to return you the amount spent for purchase of the Software for the termination of this License.
7. RESERVATION OF RIGHTS
All rights not expressly granted hereunder are reserved to Provider, including but not limited to all rights in sketches, comps, or other preliminary materials.
8. PERMISSIONS AND RELEASES
The Partner agrees to indemnify and hold harmless Provider against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Software at the request of the Partner for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
Either party may terminate this PTOS by giving 14 days written notice to the other of such termination. In the event that work is postponed or terminated at the request of the Partner, Provider shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this PTOS. If additional payment is due, this shall be payable within seven days of the Partner's written notification to stop work. In the event of termination, the Partner shall also pay any expenses incurred by Provider and the Provider shall own all rights to the Software. The Partner shall assume responsibility for all collection of legal fees necessitated by default in payment.
This PTOS shall be governed and construed in accordance with the laws of the State of New York, USA, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Provider and the Partner. The said PTOS is void where prohibited by law.
10.2. Survival of Contract
Where one or more terms of this PTOS are held to be void or unenforceable for whatever reason, any other terms of the PTOS not so held will remain valid and enforceable at law.
The Partner and Provider are independent parties and nothing in this PTOS shall constitute either party as the employer, principal or joint venture with the other party. Neither the Partner nor Provider has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
10.4. Entire Agreement
This PTOS replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between the Partner and the Provider with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of the Partner, or by any written documents unless it is signed by an officer of the Partner and by the Provider.
This document was last updated on October 16th, 2017