RESELLER PROGRAM
30.1 Applicability and Integration
(a) This Reseller Program section applies exclusively to users participating in our reseller program.
(b) These terms are fully integrated with and subject to the preceding sections 1-29 of these Legal Terms. In the event of any conflict between this section and the preceding sections, the terms in this section shall take precedence for resellers.
(c) This section supersedes and replaces all prior reseller agreements or licenses, including any auto-renewal provisions or specific pricing agreements not explicitly carried forward in these terms.
30.2 Appointment and License
(a) Subject to these Legal Terms, you are appointed as a non-exclusive reseller of our Services.
(b) We grant you a limited, non-transferable, non-exclusive license to market and resell our Services to end-users.
(c) This license is revocable at our sole discretion, with or without cause, upon 30 days written notice.
(d) Nothing in this agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between you and us.
30.3 Pricing, Fees, and Commissions
(a) Reseller Fees: A monthly reseller fee will be charged. The specific amount will be communicated privately and is subject to change with 30 days' notice.
(b) Minimum Pricing: A minimum reselling price applies. This price is confidential and will be communicated privately.
(c) Commission Structure: You will receive a 50% commission on net revenue from each customer account you manage, unless explicitly modified in writing.
(d) Individualized Pricing: We reserve the right to establish individualized pricing structures on a per-reseller and per-customer basis.
(e) All payments shall be in US dollars and subject to the payment terms in Section 5.
(f) We reserve the right to modify any aspect of our pricing structure with 30 days' notice.
30.4 Reseller Obligations
(a) You agree to use your best efforts to promote and sell our Services.
(b) You must not make any representations or warranties about our Services beyond those we provide.
(c) You are responsible for providing first-line support to your end-users.
(d) You must comply with all applicable laws and regulations in your marketing and sales activities.
(e) You agree to maintain accurate records of all transactions and provide reports as requested by us.
(f) You must not engage in any activities prohibited under Section 7 of these Legal Terms.
(g) You agree to participate in any training programs we deem necessary for the effective promotion and support of our Services.
30.5 Intellectual Property
(a) You acknowledge our exclusive ownership of all intellectual property rights in the Services as outlined in Section 2 of these Legal Terms.
(b) You may use our trademarks and logos solely for the purpose of marketing our Services, subject to our guidelines.
(c) Any goodwill generated through your use of our intellectual property shall inure to our benefit.
(d) You agree not to register or attempt to register any trademarks, service marks, or domain names that are confusingly similar to ours.
30.6 Confidentiality, Non-Disclosure, and AI Service Protection
(a) Definitions:
(i) "Confidential Information" means all non-public information disclosed by us, including but not limited to trade secrets, AI algorithms, technical data, business strategies, customer information, and pricing.
(ii) "AI Services" refers to our proprietary artificial intelligence solutions and related technologies.
(b) Obligations: Reseller shall:
(i) Protect our Confidential Information using the highest degree of care, but no less than the care used for its own most sensitive information;
(ii) Use Confidential Information solely for the express purposes authorized in this agreement;
(iii) Limit access to those with a strict need-to-know, who are bound by confidentiality obligations at least as restrictive as those herein;
(iv) Not disclose, reverse engineer, decompile, or attempt to derive the underlying ideas, algorithms, or structure of our AI Services.
(c) Exclusions:
Confidentiality obligations may only be waived for information that Reseller can prove, through clear, convincing, and independently verifiable evidence:
(i) Was publicly and widely known prior to Reseller's receipt, without any breach of this agreement or any other confidentiality obligation by any party. "Publicly and widely known" means readily accessible to the relevant public in its entirety through lawful means.
(ii) Was rightfully received from a third party who:
(a) Had the legal right to disclose such information without breach of any confidentiality obligation, as evidenced by written documentation;
(b) Did not obtain the information directly or indirectly from us or our affiliates; and
(c) Did not impose any confidentiality obligation on Reseller.
(iii) Was independently developed by Reseller's employees or contractors who:
(a) Had no access to or knowledge of our Confidential Information;
(b) Can demonstrate through contemporaneous written records that such development occurred without any use, reference to, or reliance on our Confidential Information; and
(c) Developed the information as part of a separate, unrelated project.
(iv) Burden of Proof: Reseller bears the burden of proving any claimed exclusion by clear and convincing evidence. Any uncertainty or ambiguity shall be resolved in favor of maintaining confidentiality.
(v) Notice and Consent: Reseller must provide us with written notice detailing the specific information believed to be excluded and the basis for such belief within 30 days of identifying the potential exclusion. Reseller may only proceed with disclosure or use if we provide express written consent.
(vi) Audit Rights: We reserve the right to audit any claims of exclusion, including all relevant documentation and development processes, at Reseller's expense.
(vii) Penalties for False Claims: Any false or misleading claim of exclusion shall result in liquidated damages of $500,000 per incident, in addition to any other remedies available under this agreement or applicable law.
(viii) Limited Waiver: If an exclusion is proven to apply, it shall be construed narrowly and only to the extent necessary to give effect to the specific exclusion, without waiving confidentiality for any other information.
(d) Duration: These obligations survive in perpetuity post-termination of this agreement.
(e) Return or Destruction: Upon termination or our request, Reseller shall immediately return or irreversibly destroy all Confidential Information, certify compliance in writing, and allow us to audit such compliance at Reseller's expense.
(f) Injunctive Relief: Reseller acknowledges that breach would cause irreparable harm for which monetary damages are inadequate. We are entitled to immediate injunctive relief without posting a bond, in addition to all other remedies.
(g) Non-Circumvention and Non-Competition:
For 7 years post-termination, Reseller shall not:
(i) Use Confidential Information to circumvent or compete with us, directly or indirectly;
(ii) Develop, sell, or assist in developing or selling any AI services similar to ours.
(h) AI Usage and Disclosure:
(i) Reseller shall provide detailed written disclosure of any AI usage in deliverables, including specific techniques, potential limitations, and compliance measures.
(ii) Reseller warrants full compliance with all applicable AI laws and regulations.
(i) Damages:
In the event of breach, Reseller shall be liable for:
(i) Actual damages;
(ii) Consequential and incidental damages;
(iii) Liquidated damages of $1,000,000 or five times the total fees paid under this agreement, whichever is greater, reflecting significant R&D costs exceeding $5M annually and potential market impact;
(iv) Disgorgement of any profits derived from the breach;
(v) Our attorneys' fees, costs, and expenses of enforcement.
(j) Governing Law and Jurisdiction:
This agreement is governed by Texas law. The parties irrevocably consent to the exclusive jurisdiction of Texas courts, with any judgment enforceable in California or any other relevant jurisdiction.
(k) Severability and Reformation:
If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
(l) Acknowledgment:
Reseller acknowledges that these terms are reasonable and necessary to protect our legitimate business interests in our highly valuable and sensitive AI Services and Confidential Information.
30.7 Data Protection and Privacy
(a) You agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
(b) You must obtain necessary consents from end-users for the collection and processing of their data.
(c) You agree to implement appropriate technical and organizational measures to protect end-user data.
(d) In the event of a data breach involving end-user data, you agree to notify us immediately and cooperate fully in any investigation or remediation efforts.
30.8 Termination of Reseller Status
(a) We may terminate your reseller status immediately for material violations of these Legal Terms. For non-material violations, you will have 30 days to cure the breach after receiving written notice.
(b) Either party may terminate this agreement with 30 days written notice.
(c) Upon termination, you must cease all marketing and sales of our Services and return or destroy any confidential information.
(d) Sections 30.5, 30.6, 30.7, 30.9, 30.10, and any other provisions which by their nature should survive, shall survive termination.
(e) Upon termination, you will immediately pay all outstanding fees and commissions.
30.9 Non-Competition and Non-Solicitation
(a) For a period of three (3) years following the termination of this agreement for any reason, you agree not to:
(i) Directly or indirectly engage in, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation, or control of, or be connected in any manner with, any business that competes with our Services or business, regardless of your position in such business.
(ii) Solicit, entice, or attempt to entice away any customer or prospective customer of our Services.
(iii) Solicit, entice, or attempt to entice away any employee, contractor, or affiliate of our company.
(iv) Use any Confidential Information obtained through this agreement to compete directly or indirectly with Company.
(b) You acknowledge that this provision is reasonable and necessary to protect our legitimate business interests and that it does not preclude you from engaging in other business activities that do not violate this agreement.
(c) If any portion of this non-competition clause is found to be unenforceable, the remainder shall be enforced to the fullest extent permitted by law.
(d) You agree that a breach of this provision will result in irreparable harm to us, and that we shall be entitled to injunctive relief in addition to any other remedies available at law or equity.
30.10 Indemnification
(a) You agree to indemnify, defend, and hold us harmless from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
(i) Your activities as a reseller, including any representations you make about our Services.
(ii) Any breach of these Legal Terms or applicable laws.
(iii) Any negligent or willful acts or omissions by you or your employees, agents, or representatives.
(b) We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
30.11 Service Level Agreement
(a) We strive to provide high-quality Services with 99% uptime (excluding scheduled maintenance) and will use commercially reasonable efforts to maintain consistent performance.
(b) We may perform scheduled maintenance at any time. While we will endeavor to provide advance notice when feasible, we are not obligated to do so, and failure to provide such notice does not constitute a breach of this agreement.
(c) We reserve the right to update this SLA at any time without prior notice. Any changes will be effective immediately upon posting to our Terms of Service.
(d) In the event of service disruptions, as determined solely by us, we may, at our sole discretion, provide remedies. The decision to provide any remedy and the nature of such remedy is entirely at our discretion and shall not be construed as an admission of fault or liability.
(e) This SLA represents our entire liability and your exclusive remedy for any Service availability issues, performance problems, or failures. You expressly agree that your sole recourse for any issues related to service availability or performance is as provided in this SLA.
(f) By continuing to use our Services, you acknowledge and agree to the terms of this SLA, including any future modifications.
(g) Our total aggregate liability for any claims arising from or related to this SLA will not exceed the amount paid by you for the Services in the 3 months preceding the claim.
(h) We are not liable for any failure or delay in performance of our obligations under this SLA due to events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, network or telecommunication failures, power outages, or government actions.
(i) Any claim or cause of action arising out of or related to this SLA must be filed within six (6) months after such claim or cause of action arose, or be forever barred.
(j) This SLA shall be interpreted in accordance with the laws of Texas, without regard to its conflict of law provisions.
30.12 Training and Support
(a) We will provide initial training on our Services at no additional cost, covering the essentials needed to effectively market and support the Services.
(b) Ongoing support will be available via email at [email protected], with response times for inquiries as soon as possible on business days during business hours. Alternatively, for fastest support please use any of the AI support options we have ready for real time use.
(c) Additional training or specialized support services may incur fees, which will be communicated to you in advance. These services are optional unless required to meet specific performance targets or regulatory compliance.
(d) We reserve the right to update our support services and training programs at any time.
30.13 Territory
(a) Your right to resell our Services is limited to the United States unless otherwise agreed in writing.
(b) You agree not to actively solicit customers outside your designated territory.
30.14 Minimum Performance
(a) You agree to meet a minimum sales target, which will be communicated privately and may be adjusted with 30 days' notice.
(b) Failure to meet the minimum sales target may result in termination of this agreement or adjustment of your reseller status.
30.15 Audit Rights and Remedies for AI Service Resellers
(a) Audit: We may audit your AI service resale records with 5 business days' notice, up to bi-annually, unless discrepancies are found.
(b) Cooperation: You shall provide immediate, full access to all relevant records, including but not limited to:
(i) Service resale documentation as required by Texas law (our primary jurisdiction);
(ii) California service resale and tax exemption certificates, if applicable (Cal. Rev. & Tax. Code § 6091-6095);
(iii) All relevant documentation required by the other 48 states for service resellers;
(iv) Federal and state tax returns related to AI service resale activities;
(v) Customer contracts and invoices demonstrating the nature of resold AI services;
(vi) Any additional documentation required by state or federal law to validate the AI service reseller relationship and tax treatment of transactions.
(c) Costs: You bear all reasonable audit costs if underpayment exceeds 2% of amounts due.
(d) Underpayment:
(i) Pay underpaid amount plus 2% monthly interest (or maximum allowed by law, whichever is less).
(ii) If >3%: additional 50% of underpaid amount as liquidated damages.
(e) Fraud or Intentional Misrepresentation:
(i) Immediate termination of reseller agreement.
(ii) Damages: In the event of fraud or intentional misrepresentation, you agree to pay damages equal to the greater of $1,000,000 or 10 times the underpaid amount, reflecting significant R&D costs exceeding $5M annually and potential market impact.
(iii) Injunction from reselling, developing, or participating in any capacity in the development or sale of similar AI services for five (5) years.
(f) Records: Maintain for 5 years post-termination, in compliance with federal and state record-keeping requirements.
(g) Law and Jurisdiction: Governed by Texas law. Both parties consent to exclusive jurisdiction in Texas courts.
(h) Interstate Commerce: This agreement complies with all applicable federal laws governing interstate commerce of AI services.
(i) Severability: If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable.
(j) Acknowledgment: You acknowledge these terms as fair, reasonable, and necessary given our AI services' high value and proprietary nature.
(k) Survival: This clause survives termination for 5 years.
(l) Tax Compliance: You are responsible for understanding and complying with all applicable tax laws.
30.16 Modifications to Reseller Terms
(a) We reserve the right to modify these Reseller Terms at any time.
(b) Continued participation in the reseller program after such modifications constitutes acceptance of the new terms.
(c) Material changes to these terms will be communicated to you with 30 days' notice.
(d) Mutual Good Faith: Both parties agree to exercise rights and obligations under this agreement in good faith, with fair dealing and transparency.
30.17 Governing Law and Dispute Resolution
(a) Any disputes arising from this Reseller Program shall be governed by the laws of Texas, without regard to its conflict of law provisions.
(b) Any dispute shall be resolved through binding arbitration in Amarillo, Texas, under the rules of the American Arbitration Association.
(c) The arbitration shall take place in Amarillo, Texas and shall be conducted in English.
(d) The decision of the arbitrator shall be final and binding on both parties.
(e) Nothing in this section shall prevent either party from seeking injunctive relief in a court of competent jurisdiction.
30.18 Superseding Agreement
These terms, including all subsections of Section 30, supersede and replace all prior agreements between the reseller and Instant Customer Service LLC.
30.19 Acceptance of Terms
By continuing to use our services after the publication of these terms, you acknowledge and accept these terms in their entirety.
30.20 Termination of Previous Terms
Any auto-renewal provisions or specific pricing agreements not explicitly carried forward are terminated.
30.21 Waiver of Claims
By accepting these terms, you waive any claims arising from changes to the agreement.
30.22 Severability
If any provision is found unenforceable, it shall be limited or eliminated to the minimum extent necessary.
30.23 Assignment
You may not assign your rights or obligations without our prior written permission.
30.24 Entire Agreement
This Reseller Program section constitutes the entire agreement between you and Instant Customer Service LLC.
30.25 Force Majeure
Neither party shall be liable for failures or delays beyond reasonable control.
30.26 Notices
(a) All notices shall be in writing and in English. Notices to us must be sent via email and certified mail.
(b) Notices to Reseller are deemed delivered when sent to the email on file.
(c) Reseller's email remains valid for notices for 5 years post-termination.
(d) Both parties must update contact information within 5 business days.
(e) Failure to comply with notice provisions constitutes a material breach.
(f) Electronic signatures and timestamps are valid and binding.
(g) This notice provision survives termination indefinitely.
(h) If any part is unenforceable, it shall be modified minimally.
(i) The parties acknowledge this notice provision is reasonable.
30.27 No Waiver
No failure or delay in exercising rights constitutes a waiver.
30.28 Counterparts
This Agreement may be executed in counterparts.
30.29 Acknowledgment of Understanding, Responsibility, and Confidentiality
(a) You expressly acknowledge and affirm that you have read, understood, and voluntarily agreed to all terms.
(b) This agreement supersedes all prior proposals and communications.
(c) You bear exclusive responsibility for reseller tools and resources.
(d) Confidentiality obligations include liquidated damages and injunctive relief for breaches.
(e) Disputes shall be resolved through binding arbitration in Amarillo, Texas.
(f) This acknowledgment section survives termination indefinitely.
(g) Unenforceable provisions shall be modified minimally.
(h) Terms are reasonable and necessary to protect business interests.
30.30 Reseller Pricing and Fee Agreements
(a) Pricing agreements must reflect fair market value and comply with antitrust laws.
(b) Valid pricing agreements require explicit written mutual consent via email.
(c) Pricing terms may be monthly, annual, or per-package.
(d) We reserve the right to unilaterally revise pricing structures.
(e) Setup fees and hard costs are defined in pricing agreements.
(f) Email-agreed pricing terms prevail over conflicting terms.
(g) All other aspects remain governed by these Terms and Conditions.
(h) We may revoke or modify pricing agreements with 30 days' notice.
(i) Pricing agreements are confidential and subject to termination for breach.
(j) Disputes are resolved per the dispute resolution provisions herein.
(k) Reseller waives reliance on non-written representations.
(l) Pricing agreements do not create partnerships or agency relationships.
(m) Different pricing terms for resellers do not constitute a breach.
(n) Promotional pricing reverts to standard terms automatically.
30.31 Final Acknowledgment and Agreement
By using our Services, you confirm acceptance of all terms, governed by Texas law, with exclusive jurisdiction in Potter County, Texas. You waive defenses based on electronic form or lack of signature, acknowledge voluntary agreement, and affirm compliance with all laws.
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