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Kemford Reseller Agreement

INTRODUCTION: Kemford LLC ("Kemford") through its website located at kemford.com ("Kemford Website") provides you with Instant Website Builder application (defined below) and grants you the non-exclusive, non-transferable right to distribute Kemford Products and Services (defined below) to consumers ("End Users") world-wide under your own brand names, subject to your compliance with the terms and conditions specified below. Please read this Agreement carefully. By enrolling as a "Reseller," you agree to be bound by these terms and conditions. In this Agreement, "You" and "Your" (whether or not such words appear capitalized) refer to the Reseller.

USE: For purposes of this Agreement, the "Kemford Products and Services" (also referred to as "Products") include but are not limited to the use of Kemford online site building application ("Instant Website Builder").

BILLING: You agree to pay for Kemford Products and Services according to the current rates listed at Kemford Website.

PAYMENT: You agree to pay Kemford all applicable charges to your account in United States dollars, including, if any, all applicable taxes, in accordance with billing terms in effect at the time the fee becomes payable. You may pay Kemford by credit card, debit card, check, or wire transfer. You agree and represent that all information you provide for the purpose of enrolling as an Reseller will be accurate, complete and current. Your right to access your account with Kemford is subject to any limits established by solely Kemford. Kemford also reserves the right to either suspend or terminate your account with Kemford in the case of payment cannot be charged to your credit/debit card for whatever reason, or if there is a chargeback for any reason. Please see the section entitled "CANCELLATION OR TERMINATION" for more information.

END USER CONTACT INFORMATION USE: Kemford agrees not to contact End User with any advertisement or promotional letters unless otherwise agreed upon by both Kemford and the Reseller in writing.

ONLINE ACCOUNT MANAGEMENT: You will be able to place orders and register users in real time using our Application Programming Interface (API) or manually, through our Reseller Center . Using our Reseller Center you will be also able to manage your account settings and view your activity statistics. For security purposes, both Reseller Center and API can be accessed through SSL protocol with your own login and password. For extra security purposes, you will provide a list of your IP addresses from which you may call our API.

Kemford is entitled to act upon instructions received electronically through API or Reseller Center under your login and password if made from IP addresses listed by you in your account configuration and without inquiring into the identity of the person using that login and password. However, you agree that you will not, under any circumstances, disclose your password by telephone or any other means to any person. You acknowledge that no person from Kemford will ever ask you for your password, that Kemford employees do not need and should not ask for your password. You agree never to provide your password to anyone, including anyone claiming to represent Kemford. You are liable for all orders placed or authorized using your password from your IP addresses. Kemford has no responsibility for establishing the identity of any person or determining the validity of any order.

PRODUCT INFORMATION: You must provide, or make readily available to End User, at no additional cost, the terms of the Instant Website Service Agreement provided to you by Kemford.

PRODUCT RETURN POLICY: You agree to provide all End Users with a money-back guarantee for unused Instant Websites services. In its turn, Kemford agrees to provide you with a guarantee for Instant Websites services unused by your customers if such is requested by you for your End User. In this case, the appropriate amount of United States Dollars will be credited back to your account with Kemford.

COPYRIGHT: All of Kemford's Websites, Resellers Instant Website Builder, and Instant Website designs, layouts, graphics, interfaces, scripts and arrangements are a copyright of Kemford and its suppliers and are not transferred by this Agreement. All rights are reserved.

RESELLER SUPPORT: Kemford will provide you with e-mail and online chat technical support for free. One hour of initial technical integration/set-up phone support is free as well (pro-rata at US$50 thereafter).

YOUR SITE: You hereby acknowledge that Kemford is not responsible for the maintenance of your Website(s), nor is Kemford responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Reseller's Website(s). You further acknowledge that your site does not contain any Kemford owned or licensed content, except pursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES: You represent and warrant that you have sufficient authority to enter into this Agreement.

INDEMNIFICATION: You hereby agree to indemnify and hold harmless Kemford, its information providers, licensors, licensees, consultants, contractors, agents, attorneys and employees from any and all liabilities, costs and expenses, including, without limitation, reasonable attorney's fees, that may arise from your use of the Kemford Products or other Kemford Websites and/or your Website and/or your breach of the terms of this Agreement, including, without limitation, the breach of any representation or warranty. You agree to be solely responsible for defending any claim, and for payment of damages or losses resulting from the foregoing to end user, Kemford or a third party. Kemford reserves the right to terminate or suspend the account of any Reseller that may violate any of the terms in this Agreement.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY: YOU EXPRESSLY AGREE THAT YOUR ACTIVITY AS A RESELLER IS AT YOUR OWN RISK. THE KEMFORD PRODUCTS ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER KEMFORD NOR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS OR CONTRACTORS MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE PRODUCTS, THE SUCCESS OF YOUR BUSINESS AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH KEMFORD AND/OR THE KEMFORD WEBSITE OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. KEMFORD HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS, LICENSEES, CONTRACTORS, CONSULTANTS, AGENTS, ATTORNEYS AND/OR EMPLOYEES OF IT ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE KEMFORD WEBSITE AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE KEMFORD PRODUCTS; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

ANY LIABILITY OF KEMFORD, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO KEMFORD FOR KEMFORD PRODUCTS IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL KEMFORD, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT, THE USE OR INABILITY TO USE THE KEMFORD WEBSITE OR KEMFORD PRODUCTS OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU AGREE THAT YOU WILL NOT HOLD KEMFORD RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE KEMFORD WEBSITE AND/OR SITES LINKED TO FROM THE KEMFORD WEBSITE, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM KEMFORD CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE KEMFORD INSTANT WEBSITE BUILDING SERVICES AND THOSE TO WHOM KEMFORD PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION.

CANCELLATION OR TERMINATION: If you are dissatisfied with the Kemford Products or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account. You may cancel your activity as a Reseller at any time by notifying Kemford either by e-mail or via postal mail to Kemford's main corporate address.

Notwithstanding anything contained in this Agreement to the contrary, Kemford may, in its sole discretion, terminate your account, and cancel this Agreement. Reasons for Kemford's determination to so terminate or discontinue your account include, but are not limited to, if Kemford believes that you violated this Agreement or other policies or guidelines of Kemford, or if Kemford believes your conduct may be harmful to other consumers, Resellers, End Users or licensees who use (or offer to their users) the Kemford Products. All decisions made by Kemford in this matter will be final and neither Kemford nor any Reseller shall have any liability with respect to such decisions. If Kemford terminates your account or if you decide to terminate your account, and you provide notice to Kemford, your account will be deemed terminated when Kemford receives such notice. You will not receive a refund for the initial sign-up fee (if any).

NOTICES: Kemford may give general notices to you by posting on the Kemford Website, or, if possible, by electronic mail to your e-mail address.

CHOICE OF LAW: This Agreement shall be construed and controlled by the laws of the State of Delaware. Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You agree to submit to the jurisdiction of the state and federal courts located in Delaware.

OTHER: This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and Kemford. Kemford may change this Agreement at any time upon notice published on the Kemford Website or by email notification to you. Any use of the Kemford Products or any of Kemford's Sites after such notice shall be deemed to be continued acceptance of this Agreement, including its amendments and modifications. Kemford reserves the right to discontinue offering the Kemford Products at any time.


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