UNITHERM INTERNATIONAL INC. TERMS & CONDITIONS
(T.U.R.N “THE UNITHERM RESELLER NETWORK” TERMS & CONDITIONS)
TERMS AND CONDITIONS
This is a valid and legally binding Reseller Agreement (“Agreement”) between you (“Reseller”) and UniTherm International Inc. (“Company”). You must consent to the terms and conditions of this Agreement if you want to participate in the Company’s Reseller Program. This Agreement is not effective unless and until you consent to the terms of this Agreement by clicking the “I AGREE” button at the end of this Agreement, and the Company approves you as an Affiliate.
By checking the box, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT and (a) agree to be bound by this agreement; (b) acknowledge and agree that you are entering into a legally binding contract after having independently, freely and willingly evaluated the desirability of participating in the program and you are not relying on any representation, guarantee, or statement other than as expressly set forth in this operating agreement; and (c) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you are and will remain in compliance with this operating agreement.
In addition, IF THIS AGREEMENT IS BEING AGREED TO BY A company or other legal entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this operating agreement.
1. Scope of The Agreement
This Agreement contains the complete terms and conditions that apply to you becoming a Reseller in The UniTherm Reseller Network (TURN) Program. Please note that throughout this Agreement, “we,” “us,” and “our” refer to UniTherm International Inc., and “you,” “your,” and “yours” refer to the Reseller, Partner and/or Affiliate.
- Affiliate’s Obligations
- To be considered for participation in the TURN Program, YOU must complete and submit the online application at unitherm.com/reseller/ for consideration by UniTherm.
- YOU must provide to UniTherm sufficient proof of identity documentation, as these may be requested.
- To promote and market UniTherm Products & Services, YOU shall only use the Promotional Material provided by or offered through your TURN Program partner portal account at shop.unitherm.com.
- To perform the Services described in this Agreement, YOU shall bear all establishment and operational costs and expenses for any marketing, advertising and any other promotional or other activities related to the Services if physical/printed materials are required.
- YOU must provide true and complete information to UniTherm, as these may be requested at any time, about yourself and/or your activities and/or any other information directly and/or indirectly related to the terms of the present agreement and notify UniTherm promptly in case of any changes;
- Throughout the period that this Agreement shall be in force, YOU undertake the responsibility to act in good faith at all times and must not make any false and/or misleading representations or statements with respect to the TURN Program and/or UniTherm and/or UniTherm Products and/or the Services provided and/or engage in any other practice which may affect adversely the image, credibility or the reputation of UniTherm
- YOU undertake the strict responsibility not to take and/or assist and/or cause due to any act or omission the association directly and/or indirectly TURN Program and/or UniTherm and/or UniTherm Products and/or the Services and/or including but not limited to, using any Website for unlawful activities, or having any content on your website, that is defamatory, violent, pornographic, unlawful, threatening, obscene or racially, ethnically, or otherwise discriminatory or in breach of any third party rights and shall not link to any such material; or violates any intellectual property or other proprietary rights of any third party or has defamatory or harassing and deceitful or untruthful comments and statements about UniTherm activities and business;
- YOU shall always maintain in force all necessary registrations, authorizations, consents and licenses to enable you to fulfill your obligations under this Agreement and YOU fully comply with all applicable laws and regulations (including but not limited to financial services regulations, data protection, trademark, copyright and anti-spamming rules).
- YOU cannot use or register a domain name or keywords, search terms or other identifiers for your activities with the name of UniTherm and/or UniTherm Products and/or the Services or similar or which may cause confusion.
- If your application is rejected, for any reason, YOU may reapply only once you have rectified the issues, which lead to your rejection.
- UniTherm Right & Obligations
- UniTherm will evaluate your application in good faith and will notify you of our acceptance or rejection in a timely manner.
- UniTherm will not be responsible and YOU will be solely responsible for your unlawful and/or illegal acts and/or omissions, including but not limited to the use of another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
- UniTherm holds the right to monitor your site and/or any site associated with you as deemed necessary to make sure that it is up-to-date and to notify you of any changes that we feel could enhance your performance, instructions that you are obliged to follow and/or comply with (whichever is applicable).
- Termination
- YOU will be bound by the terms of the present agreement upon submitting your application for participation, and the present Agreement shall enter into force upon the acceptance by UniTherm of your application and will continue unless terminated hereunder.
- Either YOU or UniTherm may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by the Reseller.
- Modification
- UniTherm shall have the right unilaterally to modify any of the terms and conditions in this Agreement at any time at its sole discretion. In such an event, YOU will be notified by UniTherm by email and/or by posting the modification on the UniTherm website and upon given notice of modification of Agreement, Resellers must make the appropriate changes within a three month period. Failure to do so may result in termination.
- Access To Partner Portal Account Interface
- Once YOU register and receive approval from UniTherm, you will receive an email with access to the secure partner portal account interface. From this site, YOU will be able to access information with regards to UniTherm products and documentation.
- Grant Of Licenses
- UniTherm grants to YOU a non-exclusive, non-transferable, revocable right to access the UniTherm Partner Portal site through shop.unitherm.com solely in accordance with the terms of this Agreement. This license shall be used solely in connection with shop.unitherm.com, and it will extend exclusively to Promotional Material, for the sole purpose of introducing TURN Partners and/or promoting and/or advertising UniTherm Products & Services.
- YOU shall not modify or change materials or other intellectual property provided by UniTherm in any way.
- YOU shall not use the Promotional Materials in any manner that is inappropriate, or that is in any way detrimental to UniTherm.
- YOU shall not use any UniTherm Promotional Materials or proprietary materials or other intellectual property in any manner that is disparaging, misleading, obscene, or otherwise portrays the party in a negative light.
- UniTherm reserves all of its rights in the materials provided and all of its other proprietary rights.
- The licenses described in this Section shall expire upon the termination of this Agreement.
- Any inappropriate use of text, banners or other advertisements not expressly approved of in writing or provided by UniTherm may cause for immediate termination of this Agreement.
- Representations And Warranties
- YOU hereby represent and warrant that:
- This Agreement has been duly and validly executed and delivered by YOU and constitutes your legal, valid, and binding obligation, enforceable against YOU in accordance with its terms.
- YOU have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
- YOU have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
- Indemnification
- YOU hereby agree to indemnify and hold harmless UniTherm and its subsidiaries and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of the breach of the Terms and Conditions of the present and/or are based on any claim of UniTherm’s use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Reseller herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to UniTherm.
- Confidentiality
- All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by UniTherm and/or acquired by YOU during negotiation or the effective term of this Agreement, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
- Miscellaneous
- YOU hereby agree that YOU are an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Reseller and UniTherm.
- YOU will have no authority to make or accept any offers or representations on UniTherm’s behalf.
- YOU will have no authority or license to perform actions on behalf of and/or act as a representative of UniTherm and/or purport yourself as their agent
- YOU will not make any statement, whether on its site or any other of its sites or otherwise, that reasonably would contradict anything in this Section.
- Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
- This Agreement shall be governed by and interpreted in accordance with the laws of the United States of America without regard to the conflicts of laws and principles thereof.\
- This Agreement represents the entire agreement between the Parties and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
2. Pricing And Payments
- The discount structure will be 50% off MSRP if the order is placed through our online shopping cart and paid via a credit card. The discount structure will be 25% off MSRP if the order is placed with a purchase order on Net 30 terms. The pricing for each item will be listed on UniTherm’s website and catalog.
- The terms for payment on sales will be Net 30 days, pending credit approval.
- Net 30 Terms are available to qualified resellers in the United States only; authorization does not extend to international sales.
3. Territory
- This agreement does not present the Reseller with any defined territory for selling. The Reseller, UniTherm, and any other entity UniTherm sells to or through is able to sell anywhere they are able.
4. Products
- This agreement governs all standard UniTherm products. At this time, this includes the UniVest® Insulation Systems product line, the ISOCOVERS Insulation Systems product line, and the FreezePro® Frost Protection Systems product line.
BY SUBMITTING THE ONLINE APPLICATION AND CHECKING THE BOX YOU AGREE THAT YOU HAVE READ AND YOU UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.