THIS AGREEMENT is made and entered into as of the day of online registration at (https://account.blackdove.com/register?redirect-url=https://resellers.blackdove.com) (the “Effective Date”) by and between Blackdove, Inc. (hereinafter referred to as “Blackdove”) having its principal place of business in Miami Florida and reseller (hereinafter referred to as "Partner "). Blackdove and Partner are sometimes referred to herein as the “Parties”
WHEREAS, Blackdove, Inc. is in the business of distributing digital motion art content “Motion Artwork” ) through its mobile and web based platforms to individual and commercial customers (the “Customers”) on a subscription or purchase basis (the “Blackdove Services”) and agrees to have Partner secure new Customers for Blackdove.
AND WHEREAS Partner has agreed to provide such services and professional expertise in the sale and marketing of Digital Artwork and Blackdove Services made herein and other good and valuable consideration., the parties agree as follows:
NOW, THEREFORE, in consideration of the mutual covenants and promise
- TERM OF AGREEMENT. The term of this Agreement shall be for a period of one (1) year and shall renew annually on an ongoing basis under the same terms unless modified or terminated by either party prior.
- REPRESENTATIONS OF BLACKDOVE. Blackdove hereby represents and warrants to the Partner that it has the right, power and authority to enter into this Agreement with the Partner and Blackdove has all the legal authority and licenses required to provide the services contemplated by this Agreement.
- REPRESENTATIONS OF PARTNER. Partner hereby represents and warrants to Blackdove that it has the unrestricted right, power and authority to enter into this Agreement with Blackdove
- PARTNER PAYMENTS TO BLACKDOVE. For sales in which the Partner has invoiced and received payment from Client (“End user customer of Blackdove”) Partner will remit payment to Blackdove the earlier of ten (10) days after receiving payment from Client or invoice from Blackdove.
- BLACKDOVE PAYMENTS TO PARTNER. For sales in which the Partner invoices the client via the Blackdove Reseller Portal, Blackdove shall remit payment to Partner within ten (10) days of receipt of payment from Client.
- RENEWAL COMMISSION TO PARTNER.
- Blackdove shall pay commissions for each customer procured by Partner for so long as Customer remains a subscriber to Blackdove’s Service and is in good standing in their payment obligations.
- Blackdove will pay Partner Commissions monthly within Thirty (30) business days of month close following the receipt of payment from Customer(s) obtained by Partner. E.g. Sales generated in March shall be due to Partner by April 10.
- Blackdove additionally reserves the right to recapture or offset against future commissions due to Partner, if Blackdove is required to refund a Customer any monies upon a termination of services to the extent commissions have already been paid on the refund amount.
- Amount of Commission. The amount of Commission to be paid to the Agent is set forth herein in Schedule A.
- Partner shall solely be responsible for any costs or disbursements incurred by it, related to its obligations under this agreement and for any payments due to employees or agents working for or with Partner.
- AGENT RESPONSIBILITIES.
- Partner shall use its best efforts to secure customer subscriptions to the Blackdove
- Post sale, Partner shall make clear that the art service provided is offered by or powered by Blackdove and include Blackdove’s name and logo in all descriptions of the service. Examples of which could be Blackdove Digital Art or Artisanal TV Frame Digital Art, Powered by Blackdove.
- Expenses. Partner shall pay any and all expenses incurred by Partner in connection with the promotion and sale of Blackdove products and services and shall only be reimbursed for expenses pre-approved by Blackdove.
- Service and Fees Notification to Customers. Partner shall become familiar with all normal course of business installation fees and represent properly to Customer to ensure full understanding of first invoice charges.
- Customer Complaints. Partner shall promptly (within 48 hours) report all customer service complaints regarding Blackdove provided services to Blackdove. Blackdove will respond to all customer service requirements within one business day.
- Partner shall use its best efforts to secure customer subscriptions to the Blackdove
- Terms and Conditions of Service. Partner agrees to read Blackdove Standard Terms and Conditions of Service as published on the Blackdove website. Partner agrees to gain understanding of these Standard Terms and Conditions prior to selling Blackdove services and to comply with them whenever engaging in sales or service activities pertaining to Blackdove services with new and existing customers.
- IDS and Passwords. Partner may be issued and have use of certain Identification Codes (IDS) and Passwords for accessing and using Blackdove systems and databases. Partner agrees to keep these IDS and Passwords strictly confidential and to specifically not provide them to any other person or entity not expressly approved by Blackdove for this purpose. Partner agrees that any IDS and Passwords they receive and any Blackdove systems and databases shall only be used by Partner while this Agreement is in effect.
- Partner shall comply with all Blackdove policies, procedures and requirements which shall be provided to Partner from time to time, related to the procurement and implementation of the Blackdove Services.
- BLACKDOVE RESPONSIBILITIES.
- Training. Blackdove shall provide training to partner over the phone or via videos and tutorials as they may be available.
- Sales & Marketing Materials. Blackdove shall provide sales and marketing materials to Partner in digital format via the Reseller Portal. http://share.blackdove.com/artwork/yh200
- TERRITORY. Blackdove does not limit Partner's ability to sell in any geographic area served by Blackdove.
- NON-EMPLOYEE STATUS OF PARTNER. It is expressly understood and agreed that Partner is not an employee of Blackdove, but is a non-exclusive independent dealer with limited authority to promote and sell Blackdove’s services. Partner, unless specifically authorized in writing, shall not incur any obligation or indebtedness expressed or implied on behalf of Blackdove. Partner shall submit to Blackdove for approval all written materials used by Partner to promote and sell Blackdove services prior to their distribution to any third party.
- NON-DISCLOSURE OF INFORMATION. It is understood and agreed that Blackdove may provide certain information to Partner that is and must be kept confidential. (the “Confidential Information” To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws and to protect Blackdove’s intellectual property , technology and business affairs it is agreed that the Partner shall limit disclosure of ‘Confidential Information’ within its own organization to its directors, officers, partners, members, employees and/or independent contracts (collectively referred to as “affiliates”) having a need to know. The Partner and affiliates will not disclose the confidential information obtained from Blackdove unless required to do so by law. The Confidential Information to be disclosed can be described as and includes, but is not limited to, the following. Invention description(s), technical and business information relating to proprietary ideas, patentable ideas and prototypes, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, samples, photographs, business documents, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as confidential before during or after the time that such information is disclosed. Agent further agrees that any violation or threatened violation of any provision of this section shall cause immediate and irreparable harm to Blackdove and, in such event, an injunction restraining Partner from violation may be entered against it.
This clause shall supplement any additional Confidentiality, Non Disclosure or Non Circumvention agreements executed between the parties
- TERMINATION FOR CAUSE. Blackdove, at its option, may terminate this Agreement immediately upon written notice to Partner upon the occurrence of any of the following:
- Partner fails to comply with any material term of this Agreement.
- Partner engages in any fraudulent activities.
- Partner violates any written administrative procedures or written guidelines established by Blackdove for all Agents.
- Partner makes a material misrepresentation or omission to a prospective customer in order to induce the customer to use Blackdove services.
- Partner makes a material misrepresentation or omission to Blackdove in its Partner application or otherwise in order to induce Blackdove to enter into this Agreement or any customer agreement.
- Partner is convicted of, or pleads no contest to, any felony or other crime that might adversely affect the reputation or goodwill of Blackdove or its Affiliates, as determined by Blackdove in its sole discretion.
- Partner fails to remit the agreed upon service rate, outlined in Schedule A for Blackdove services.
- Partner makes an assignment for the benefit of creditors, or has an Order for Relief under Title 11 of the United States Code entered against Partner by the Court of the United States; or a trustee or receiver of a substantial part of Partner's assets is appointed by any court.
- VOLUNTARY TERMINATION. Either party may terminate this Agreement, without cause, upon 30 days written notice from the terminating party to the Partner or Blackdove as the case may be.
- ASSIGNMENT. Partner shall not assign or transfer this Agreement or any rights hereunderwithout the prior written consent of Blackdove.
- LIABILITY AND INDEMNIFICATION. Blackdove shall, in no event, be liable to Partner for damages of any kind including, but not limited to, direct indirect, special or consequential damages or loss of production or loss of profits, resulting from any cause whatsoever, including, but not limited to, breach of warranty, delay, act, error or omission of Blackdove, copyright infringement or the termination of this Agreement. Partner agrees to defend, indemnify and hold Blackdove harmless from and against all claims, demands, obligations and liabilities for injuries and death of persons and loss of, or damage to, property, and all expenses and cost in connection therewith which may be incurred by Blackdove including reasonable attorney's fees arising out of Partner's acts or omissions under this Agreement.
- WAIVER. Failure of either party at any time to require performance of any provision hereof shall not affect the right to require full performance thereof at any time thereafter, and the waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach or nullify such provision.
- GOVERNING LAW. This Agreement and all questions as to its interpretation, performance, and enforcement and the rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of Florida. Should any provision contained in the Agreement violate the laws of any state in which this Agreement is to be performed, that provision shall be deemed void to the extent it is so violate, without invalidation of any other provision contained herein. The parties mutually and knowingly agree that any suit arising out of or relating to this Agreement shall be filed in and adjudicated by a court in Dade County, Florida.
- NOTICES AND AMENDMENTS. All notices and amendments from or to the Parties shall be sent to the following addresses:
Blackdove, Inc. To Partner:
5960 North Bayshore Drive As registered in the Reseller Portal
Miami, FL 33137
Attention: Marc Billings
- ENTIRE AGREEMENT. When executed, this Agreement shall supersede any previous Agreements and constitute the entire Agreement between the parties as to the matters contained herein and all transactions between the parties shall be governed in writing and signed by the parties. In the event that any provision of this Agreement is held to be ambiguous, such ambiguity will be equally construed against each party. Partner ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT MAY CHANGE OVER TIME AT THE DISCRETION OF COMPANY. IN THE EVENT CHANGES ARE MADE, PRIOR CLOSED DEALS SHALL BE MAINTAINED AT THE ORIGINAL PAYMENT STRUCTURE AND TERMS.