DocQ-Smart

Dealer Form
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Terms & Conditions :
THIS AGREEMENT is entered into as of this day of submission between DocQ-Smart, a Delaware corporation, having its principal place of business at 2340 S. Archibald Ave., Ontario, CA 91761, hereinafter referred to as “DocQ-Smart or Company" and the approving company of this agreement, hereinafter referred to as “Reseller”.  Company and Reseller are hereinafter collectively referred to as the "Parties"

WITNESSETH:
 
WHEREAS, Company is an experienced, properly qualified, registered, licensed and capable provider of Information Technology products, software, and managed support services, and

WHEREAS, Company and Reseller wish to enter into a Reseller Agreement pursuant to which the Reseller will be authorized to market DocQ-Smart and ITIQ's services, and

WHEREAS, Company refers to products and services offered by both DocQ-Smart and ITIQ Solutions, Inc.

WHEREAS, The Parties each wish to avail themselves of the other's respective capabilities and services, 

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for good and valuable considerations, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1
Definitions

Customer – shall mean any person or entity which uses Services provided by or through DocQ-Smart.
Reseller's Accounts - shall mean those Customer accounts whose business with DocQ-Smart was developed through the direct efforts of Reseller or any of Reseller’s Sub-Resellers or employee.
Effective Date - shall mean the date set forth in the preamble hereto as the date of this Agreement.
Monthly Revenue - shall mean all revenue subject to commissions payable by DocQ-Smart for a monthly billing cycle with respect to Reseller's Accounts (excluding any taxes, termination charges, monthly recurring charges and other similar charges and assessments).  Schedule of Commissions are based on the published dealer price list provided to Resellers.
Services - shall mean those services provided and offered by DocQ-Smart and ITIQ Solutions and any other related or similar services and products as Company may choose to make available for Reseller to market.  Reseller is granted the right to resell any and all Services provided by DocQ-Smart.  
Territory - shall mean the geographic area of North America, unless otherwise stated by DocQ-Smart.
Market – shall mean any particular vertical industry that Reseller is granted the right to resell to.
Promotional Materials - shall mean brochures, sales literature, websites, and such other materials used for marketing Services as provided to Reseller by Company or provided by Reseller and approved by Company for use.
Regulatory Approvals - shall mean any and all approvals or consents as may be required from time to time by a regulatory authority or any person or entity in privity with Company to either (i) provide Services to a Customer, or (ii) transfer and assign any rights or obligations under this Agreement.
Reseller – shall refer to the channel partner legally bound by the terms of this agreement.  The use of the term channel partner, partner, dealer, and reseller all mean the same within the context of this agreement.
Sub-Reseller - shall mean any person or entity that markets and/or sells Company’s Services on behalf of the Reseller.

ARTICLE 2
Grant of Authority, 

Reseller shall be authorized, on a non-exclusive basis, to market Services to all persons and entities within their Territory, except as restricted by this Agreement, the policies and procedures issued from time to time by Company, or any limitations which may be imposed by a regulatory authority.  Reseller may also be authorized, on a non-exclusive basis, to market the Services to persons and entities outside of their Territory, subject to the prior written consent of Company, which consent shall not be unreasonably withheld.

ARTICLE 3
Sub-Resellers

Reseller may appoint, designate and utilize a Sub-Reseller in their Territory, subject to prior notice and prior written consent by Company, which consent shall not be unreasonably withheld. Reseller shall remain solely responsible for all actions and/or omissions of its Sub-Resellers and shall be liable for any breach of this Agreement caused by the conduct or actions of its Sub-Resellers.  Any private branding of ITIQ or DocQ-Smart products and services must be reviewed and approved in advance of distributing any marketing material. 

ARTICLE 4
Policies and Procedures

The policies and procedures for marketing, sales, provisioning, and delivery of the Services shall be established by Company and communicated to Reseller.  These policies and procedures may be amended or modified by Company from time to time.  With respect to the Services, Company shall generally provide and be responsible for a) sales support and training of reseller; b) design and network engineering support; c) provisioning to the premises of the Customer; d) network services and management; e) remote Customer service and help desk; f) billing and collection; g) equipment financing; h) project management services.  Reseller shall generally provide and be responsible for marketing and sales.
ARTICLE 5
Commissions

a.	Company shall establish the rate schedules along with the commissions payable to the Reseller.  The applicable rates and commissions shall be communicated to Reseller and may be amended or modified from time to time by Company to reflect changes in costs and competitive pressures in the marketplace.  Company assured Reseller thirty (30) days protection on all pricing and shall provide Reseller sixty (60) days advance notice prior to any adjustments in commissions.  
b.	Reseller shall be authorized to market and sell promotional packages offered by Company from time to time.  All promotional offers have specific starting and expiration dates.  Deals processed after the expiration date of the promotion will not be accepted unless approved by the VP of Sales prior to the expiration date.  Reseller must adhere to the commission or bonus plan associated with the specific promotion, since promotional deals are assigned a special commission rate.
c.	All commissions payable to the Reseller for Monthly Revenue generated after the Effective Date shall be paid by the 5th day of the month following the month payments on such Monthly Revenue is actually billed and collected from Customer.  In those cases where Reseller directly manages and bills the Customer, DocQ-Smart will invoice Reseller directly at the authorized reseller costs (Customer price minus Reseller discount).
d.	For those accounts where DocQ-Smart bills the Customer directly, DocQ-Smart is responsible for the collection efforts, but is not obligated to pay Reseller commissions until payment is received.  For those accounts where DocQ-Smart bills Reseller directly, Reseller is responsible for payment to DocQ-Smart on behalf of Customer.  If Reseller does not make said payments on behalf of Customer to DocQ-Smart in a timely manner, then DocQ-Smart shall have the option to work direct with Customer to maintain their account.
e.	In the event Reseller cannot, or does not, properly support a Customer account in accordance with the mutual obligations and understandings the Parties have under this Agreement, Company may, subject to due notice to Reseller, circumvent Reseller and provide direct support to the Customer to maintain their account.  On that basis, the commission amount that may be payable to Reseller will be reviewed by the Parties and subject to mutual agreement.
f.	DocQ-Smart will continue to pay commissions for the life of the contract booked by the Reseller, unless this agreement is terminated due to a material breach by Reseller, pursuant to Article 9.   
g.	In the event of payment dispute, Reseller shall provide Company with written notice of dispute regarding any payment (or lack thereof) made to Reseller under this Agreement.  Such written notice must be provided within thirty (30) days of the date Company made the payment, or the date the payment should have been paid and must include the supporting documentation evidencing the discrepancy.  If Reseller does not provide the written notice and supporting documentation within the period required, Reseller hereby waives any and all claims against Company for the payments at issue and releases Company from any liability relating to such commission.
h.	Company may add, change, limit, modify or cancel procedures or requirements from time-to-time upon advance notice to Reseller.  Such notice may be given by mail, electronic mail, or by posting notice on Company’s website and shall be effective five (5) days after such notice is given or posted, as the case may be. Procedures or requirements may also be altered in order to comply with or accommodate the effect of any change in industry standards, or any legislative, judicial or regulatory ruling, order or mandate.


ARTICLE 6
Relationship of the Parties

Reseller is an independent contractor and not an employee, franchisee or joint venturer with Company.  Reseller is solely responsible for its own business expenses, including, without limitation, all federal, state and local payroll taxes for itself and its employees, and for its Sub-Resellers.  Reseller shall not represent nor imply to any party that it has the power or authority to enter into a contract or commitment in the name of, or on behalf of, Company, or to otherwise bind Company.  Reseller shall have no title or interest in or to DocQ-Smart's Accounts; such accounts are the exclusive property of DocQ-Smart.  


ARTICLE 7
Confidentiality

The terms and conditions of this Agreement, and all non-public information regarding the business of Company or Reseller are confidential (the "Confidential Information").  Without the prior written consent of the other, neither Company nor Reseller shall disclose to any other person or entity any Confidential Information of the other unless pursuant to obtaining or maintaining regulatory approval or unless otherwise required by law or a court of competent jurisdiction.  The provisions of this Article shall remain in full force and effect for 2 years after expiration or termination of this Agreement.  A violation of the foregoing provision by either party shall entitle the other party to injunctive relief for specific performance of the obligations described in this Article without a showing of irreparable harm or injury and without bond.

ARTICLE 8
Term 

This Agreement shall be for an initial term of one (1) year commencing on the Effective Date of this Agreement.  This Agreement will be renewed without further action for successive terms of one (1) year unless either party notifies the other party in writing, not less than sixty (60) days prior to the end of any term, which the Agreement will not be renewed.

ARTICLE 9
Termination

Company can terminate this Agreement at any time by written notice to Reseller, upon the occurrence of any of the following:
a. 	An impending investigation of any action, suit or proceeding, or the actual adoption or issuance of any law, regulation, ruling or determination, by any regulatory agency or court of competent jurisdiction which materially and adversely affects the business of Company or the ability of Company to render all or a material part of the Services.
b.	The willful misconduct or gross negligence of the Reseller which adversely affects the business or goodwill of Company or Reseller.
c.	Any material breach of this Agreement by Reseller and the failure by Reseller to cure such breach within thirty (30) days of written notice thereof from Company. 
d.	The failure of Reseller or any of its Sub-Resellers to comply with the policies and procedures of Company including, without limitation, those regarding marketing, telemarketing, letters of agency and the prevention of unauthorized switching of Services.
e.	Lack of activity, bankruptcy, insolvency or dissolution of the Reseller.
f.	The discontinuance of business by Company.
Upon any expiration or termination of this Agreement, Reseller shall immediately return to Company any and all manuals, reference information, policies and procedures, rate and commission plans and similar information and documents and all copies of any Company software that might have been furnished to Reseller.  If this Agreement was terminated pursuant to this Article, Reseller’s right to commissions terminates immediately upon written notice from Company.

ARTICLE 10
Covenants

a.	Reseller shall, upon the written request of Company, obtain written agreements from all of its Sub-Resellers, directors, officers, managers, shareholders, members, representatives, employees, and salespersons binding them to the covenant set forth in the preceding paragraph.  All such agreements shall name Company as a third party beneficiary.  Upon the request of Company, the Reseller shall provide Company with executed originals of all such agreements.  Until such executed originals have been received by Company, commissions owed to such Reseller may be withheld by Company.

b.	Payments collected by Reseller in behalf of DocQ-Smart, must be endorsed and forwarded to Company within 24 hours of receipt.

c.	Company agrees that prior to the expiration or termination of this Agreement, Company shall not solicit Reseller's Accounts for the purpose of offering Services in competition with Reseller.

d.	In performing this Agreement, Reseller will observe the highest standard of integrity and fair dealing and will do nothing to discredit, dishonor, reflect adversely upon or in any manner injure the reputation or business of Company.

e.	Reseller, Resellers Agents, and Sub-Resellers agree not to distribute, print or publicize any marketing material related to products and services offered by Company without the expressed written approval of Company.  Reseller is restricted from making any verbal or written commitments outside the product and pricing guidelines specified from company to Reseller.

f.	During the term of this Agreement, Reseller shall maintain commercial general liability, workers’ compensation and other insurance on terms and in amounts customary for businesses similar to Reseller.  Upon request by Company, Reseller shall provide evidence of such insurance to Company.

g.	Reseller agrees that the company information entered on the web form is true, correct and complete and that Company shall be entitled to rely thereon.

ARTICLE 11
Warranties and Liabilities

a.	Company warrants only that its provision of Services will be in accordance with prevailing standards in the industry, and Company will use reasonable efforts under the circumstances consistent with industry standards to remedy any delays, interruptions, omissions, mistakes, accidents or errors with respect to any part of Services.  The forgoing warranty shall be limited to the terms and provisions (including the limitations and disclaimers) set forth in the respected service agreements with Customers.

b.	THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  IN THE EVENT OF ANY DEFECT WHATSOEVER IN THE SERVICES, NEITHER COMPANY NOR ANY THIRD-PARTY PROVIDER OR OPERATOR OF FACILITIES EMPLOYED IN THE PROVISION OF ANY PART OF SUCH SERVICES SHALL BE LIABLE TO RESELLER OR ANY COMPANY CLIENT FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER.

c.	THE LIABILITY OF COMPANY TO RESELLER UNDER THIS AGREEMENT IS LIMITED TO THE OBLIGATION TO PAY COMMISSIONS AS DESCRIBED HEREIN.

d.	RESELLER SHALL MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY SERVICES TO ANY CUSTOMER OR POTENTIAL CUSTOMER.

ARTICLE 12
Arbitration

a.	Any dispute or claim between the parties to this Agreement arising out of or relating to this Agreement or its breach or termination which has not been resolved within thirty (30) days after either party shall notify the other in writing of such controversy (the "Dispute") and shall be finally determined by arbitration in accordance with the Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA") in effect on the date of this Agreement, except as such Rules may be modified by this Agreement.  Each party shall select one arbitrator within fifteen (15) days after the claimant commences the arbitration by giving written notice of the arbitration.  The third (and presiding) arbitrator shall be selected by the two arbitrators so selected within forty five (45) days after their appointment.  

b.	Each party shall bear its own fees and expenses of arbitration, including the fees and other charges of the AAA, the fees and expenses of its lawyers, representatives, witnesses and the arbitrator appointed on such party's behalf, and shall share equally with the other party all other costs of the arbitration, including the fees and expenses of the third arbitrator.   The parties agree to be bound by the decision of the majority of the arbitrators.  The arbitrators' award shall be final and judgment on such award may be entered, enforced and executed in any court having competent  jurisdiction. The award of the arbitrators shall be the sole and exclusive remedy between the parties regarding the Dispute.  The award shall be made in and shall be promptly payable in U.S. dollars free of any tax, deduction, or offset.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.  

c.	Service of notice of arbitration and any other paper or submission in the arbitration, as well as notice of summons, complaint and all other pleadings and papers in any suit, action or proceedings brought to enter, enforce or execute the arbitrator's award, may be made by mailing or delivering a copy thereof to the receiving party at the address specified herein.  

d.	Nothing in this Agreement shall limit the rights of Company, before or during the pendency of the arbitration proceedings hereunder, to seize and foreclose (through judicial foreclosure or otherwise) against any funds, securities or other real or personal property placed as collateral, guarantee, or bond for any other obligations owed to Company, or to exercise its rights herein.  

e.	The arbitrators shall have the authority to award any remedy or relief that they deem just and equitable, including, without limitation, specific performance of any obligation created hereunder.  In any arbitration proceeding subject to this Agreement, the arbitrators are expressly empowered to decide (by documents only, or with a non-evidentiary hearing, at the arbitrators' sole discretion) applications to dismiss as a matter of law or for summary adjudication.  

f.	All statutes of limitations and defenses based on the passage of time which would otherwise be applicable to the Dispute shall apply to any arbitration under this Agreement.  Except as ordered by the arbitrators, or as agreed upon by the parties, no party shall be entitled to discovery in connection with arbitral proceedings hereunder.  

g.	The parties expressly agree that, except as approved or ordered by the arbitrators or as agreed upon by the parties, no party shall seek assistance from any court in obtaining discovery in connection with such arbitral proceedings.  There shall be no consolidation or joiner of any Dispute subject to arbitration hereunder with any arbitration or legal proceeding involving third parties or other disputes between or among the parties.

ARTICLE 13
Indemnification

Each party shall indemnify, defend and hold the other party and all its officers, directors, managers, shareholders, members, employees, salespersons, representatives harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation attorney’s fees and disbursements, penalties and interest) which may at any time be suffered or incurred by or be asserted against one Party, on account of or in connection with: (i) any default or breach by the other Party under this Agreement, (ii) any negligent acts or omissions of its officers, directors, managers, shareholders, members, employees, salespersons, representatives related to this Agreement, or (iii) the marketing, advertising, sales and promotional activities of a Party's officers, directors, managers, shareholders, members, employees, salespersons, or representatives of the Services.

ARTICLE 14
Miscellaneous

a.	If any part of this Agreement is held by any court or administrative agency to be prohibited by any law, regulation or rule applicable to this Agreement, the rights and obligations of the parties shall be construed and enforced to the greatest extent allowed by law, or if such part is totally unenforceable, as if this Agreement did not contain that particular part.

b.	This Agreement shall in all respects be governed by and construed in accordance with the laws of California, without reference to the conflicts of laws.

c.	Notwithstanding any other provision of this Agreement, Company may, at its option, set-off from any commissions or other amounts due to Reseller any amounts due from Reseller to Company.

d.	Subject to the prior written consent of Company, Reseller may transfer and assign all of its rights and obligations under this Agreement to any other person or entity.  In the event of an assignment, Reseller's transferee shall be subject to all the terms and conditions applicable to Reseller under this Agreement, and all of Company's rights with respect to Reseller's Accounts shall be unaffected thereby.  Company may assign its rights under this Agreement at any time without the prior consent of the Reseller provided the assignee assumes and agrees to perform the obligations of Company hereunder.

e.	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to Reseller at its address shown on Company's records and to Company at the address of its principal corporate office, or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

f.	This Agreement, together with any policies and procedures issued by Company from time to time, shall constitute the entire agreement of the parties and supersedes all prior understandings with respect to the subject matter hereof.  No change, modification, addition or amendment of this Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought.  Company maintains the right to modify its policies and procedures on an as needed basis and without the prior consent or approval of the Reseller.

Selecting the “I Agree to the terms and conditions of this agreement” displayed on the web page, acknowledges your acceptance to the terms and conditions of this agreement as of the date co-executed by DocQ-Smart.  DocQ-Smart will deliver via email to the primary contact for Reseller a fully executed copy of this agreement within 5 business days of execution.
I agree to the Terms and Conditions for becoming a reseller
For Customer Service or to report a Technical Support issue, please call 909.947.9901
ITIQ Solutions, Inc
2340 S. Archibald Ave.
Ontario, CA 91761
909.947.9901
ITIQ DOCQ-SMART
Dealers
United States
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