Authorized Reseller Terms and Conditions
Any reseller that fails to comply with these Authorized Reseller Terms ("Terms") will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products; (ii) use SoClean’s intellectual property, including any of its trademarks or copyrights; or (iii) offer SoClean’s consumer warranty applicable to any of the Products.
- Purchase of Products. Authorized Reseller may only purchase the Products from one of SoClean’s authorized distributors. Authorized Reseller shall not purchase Products from another Authorized Reseller or any other third-party.
- Resale of Products. Authorized Reseller may only sell the Products at their store location(s) or on their website or any additional stores approved in writing by SoClean, by contacting firstname.lastname@example.org. Authorized Reseller shall not sell any Products on any third-party platform, including, but not limited to, Amazon, eBay, and/or Walmart.
- Sales to End Users Only. Authorized Reseller may only sell Products to end user customers, and Authorized Reseller may not resell Products to other resellers, distributors or for further distribution in any manner.
- MAP Policy. Authorized Reseller will review and abide by SoClean’s MAP Policy which can be found here: soclean.com/map.
- No bidding on Keywords. Authorized Reseller shall not, directly or indirectly, or cause an affiliated or third party to, purchase, attempt to purchase, or bid on, the Keywords, with, from or on any Internet website or search engine, including, but not limited to, Google, Bing, and/or Yahoo. The "Keywords" shall include: any SoClean trademarks, variations to any trademarks, reference to or likeness to any SoClean intellectual property or like terms that represent SoClean’s Products, including, but not limited to, "SoClean 2", "SoClean Machine", and "SoClean Product".
- Handling and Storage. Authorized Reseller shall handle and store the Products in a safe manner and will ensure Products are stored in secure, climate-controlled warehouses.
- Customer Service. Authorized Reseller shall maintain customer service phone and email response functions as required to handle complaints, returns and other customer service functions.
- Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Authorized Reseller agrees to cooperate with SoClean with respect to any Product recall or other consumer safety information dissemination efforts.
- Support of Manufacturer's Consumer Warranty. Authorized Reseller may extend to any proper purchaser of the Products the original manufacturer's warranty in accordance with its terms. Authorized Reseller may not modify or alter the original manufacturer's warranty, represent or characterize the original manufacturer's warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Authorized Reseller's right to offer SoClean's consumer warranty.
- Trademarks; Copyrights. Authorized Resellers have a limited, non-exclusive, non-sublicensable, revocable license to use SoClean's trademarks and copyrights in connection with the sale of the Products. Authorized Reseller shall not alter, modify, or change any trademark or copyright, nor shall Authorized Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Authorized Reseller use any trademark, copyright or other intellectual property right of SoClean in any manner that negatively impacts such trademark or copyright or infringes the Intellectual Property Rights of SoClean. Failure to comply with the Terms will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. SoClean reserves the right to revoke this license at any time for any or no reason.
- Prohibitions. Seller has invested significant time and expense in the development of the Products. The price Seller charges for the Products is based, in part, on Reseller's agreement that throughout the Term of this Agreement and for a period of two (2) years following termination of this Agreement for any reason (the "Restricted Period"), Reseller shall not:
- challenge, or cause, induce, authorize, or assist any person to challenge, any right, title, or interest in or to any of Seller's Intellectual Property Rights;
- take any action in derogation of Seller's Intellectual Property Rights;
- reverse engineer, disassemble, decompile or design around Seller's Intellectual Property Rights;
- solicit, divert, take away or attempt to solicit, divert or take away any of Seller's suppliers, customers, clients, Resellers, or vendors ("Prohibited Parties"); or
- cause or attempt to cause any Prohibited Parties to cease transacting business with Seller.
"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to any of Seller's (i) patents; (ii) trademarks (including the SoClean Marks); (iii) internet domain names; (iv) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, and firmware, data, data files, and databases and other specifications and documentation; (v) trade secrets; and (vi) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.
- Other Information, Documents and Reports. Authorized Reseller must provide SoClean with any supplemental information, documents and reports that SoClean may request in order to validate Authorized Reseller's compliance with these Terms and to support SoClean's warranty support and customer support obligations and initiatives.
- Product Return Policy. SoClean provides all end user customers with a thirty (30) day risk-free purchase. If for any reason, the customer desires to return the Product within thirty (30) days following purchase, Authorized Reseller will refund the entire purchase price. All Authorized Resellers are bound to honor this thirty (30) day risk-free offer. Contact your distributor for details on credit for these units. For any defective Product, or any Product returned outside the thirty (30) day risk-free time period that is within the SoClean warranty period, such Products should be returned by the end user customer directly to SoClean as provided on the soclean.com/support website.
- From time to time, SoClean may modify or add to these Authorized Reseller Terms. A current version of Authorized Reseller Terms is available on our website at soclean.com/authorize and you should periodically check to see what those terms are to ensure your continued compliance. In the event that you no longer agree to abide by any modified terms, you must provide SoClean with thirty (30) days notice of your intention to terminate your authorization. Similarly, SoClean may advise you of any change and, in such instances, you will have thirty (30) days in which to accept or reject any change, wherein silence will indicate acceptance. In either case, the choice to accept or reject is yours. In either case, if you reject the change, your authorization to sell Products will automatically terminate upon expiration of the thirty (30) day period, provided however that your agreement pursuant to paragraph 2 through 12 above shall continue in full force and effect for so long as you may have any Products in your possession or control.