Terms and Conditions

The following terms and conditions (the “Terms” or “Agreement”) govern all use of the Reseller Central website (the “Site”) and the Reseller Central mobile application (the “App”), the products and Services made available on or at the Site or the App (collectively, the “Service”). The Service is owned and operated by Voyager Solutions, LLC. (“Reseller Central”). The Service is offered subject to your (the “User’s”) acceptance without modification of all of the terms and conditions contained herein and all other rules, policies, and procedures that may be made available on the Service from time to time.

Please, read these Terms, Agreement and any additional terms applicable to your use of the Services before using it. By accessing or using the Services either as a registered user or not, you confirm your agreement to be bound by these Terms. These Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services.

If you fail to abide by the provisions of the Terms herein, except as otherwise permitted by us from time to time, you agree that we may suspend or delete your user account and all information related to such account, with or without notice to you.

Throughout these Terms, we use “Reseller Central,” “we,” “us” and “our” to refer to Voyager Solutions, LLC., offering our Services to you.

IMPORTANT ARBITRATION NOTICE: THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES, INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES ARISING OUT OF YOUR USE OF OUR SERVICE UNLESS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

• Changes to the Terms
  We may modify these Terms at any time, at our sole discretion as they are subject to change. If we do so, we will let you know either by posting the modified Terms on the Service or through other communications such as the mobile phone number and email address registered in your account. You must review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the platform, you are indicating to us that you agree to be bound by the modified Terms.
  If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
• Eligibility, Account Registration and Security
  To be eligible to sign up and make use of the Reseller Central Services as a registered user, you must be 18 years of age, or up to the age of the majority in your country. By signing up to use the Services, you represent and warrant that you are at least 18 years old or visiting this site under the supervision of a parent or legal guardian if you are between the ages of 13 and 17 years old.
  In order to access and use certain features of the Services, you may be required to create and maintain a user account (“Account”). To create an account, you will be required to choose a username and specify a password or by using your existing third party networking accounts that are enabled by Reseller Central now or in the future such as Facebook, Google, Twitter or others (“Third Party Networks”), if any.
  By creating an account, you are expected to provide us with accurate and complete registration information (including but not limited to your email address and/or mobile telephone number, eBay account information and payment information). You may also be required to provide some more information from time to time and you agree to provide Reseller Central with such information as may be required of you from time to time. You will also keep your registration information accurate and up-to-date.
  You agree that you shall not impersonate or misrepresent your identity with any person or entity, including by using another person’s login, password, or other account information without authorization from such person or entity.
  You are solely responsible for maintaining the privacy of your password and account, and you are solely responsible for all activity conducted via your account by you or by anyone who uses it. You agree to keep your password secure at all times. You must notify us immediately if you believe that your account password has been compromised.
  Reseller Central will not be responsible to you or any other party for any loss that may arise from the unauthorized use of your account, whether with or without your knowledge. You also agree to indemnify and hold us harmless for any losses incurred by Reseller Central or any other party as a result of someone else making use of your account as a result of your failure to safeguard your account.
  Reseller Central reserves the right to refuse registration of or cancel a user name, at its sole discretion.
• Intellectual property, copyrights and trademarks
  Intellectual property: All the content included on the Reseller Central Services, including, but not limited to, images, illustrations, text, scripts, graphics, audio clips, video clips, and other interactive features made available to you on the Service, logos, trademarks, and service marks contained herein, are owned by Reseller Central or its licensors. Other service marks, logos, and names on this Service are the property of their respective owners. Any use of the Service or the contents made available to you through the Service other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by Reseller Central at any time without notice and with or without cause. Despite the foregoing, we make no claim to the trademarks, copyrights, patents, or other intellectual property contained in certain third party features, which are entirely the property of its owner, assignees, and licensees.
  Permitted use: Subject to the terms and conditions of this Agreement, the software and services provided in connection with the Service is solely for your own personal use, and not for the use or benefit of any third party. Unless otherwise expressly authorized herein or in the Service, you agree not to display, publish, copy, modify, create derivatives from, upload, transfer, use, distribute, license, sell or resell for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
  Reseller Central may change, discontinue or suspend the Service, including the availability of any feature, content or database, at any time, with or without notice. Reseller Central may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
  You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so. You agree not to remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Service. You shall not sell, license, rent, or otherwise use or exploit any content for commercial (whether or not for profit) use or in any way that violates any third party right.
• Purchases, subscriptions, and auto-renewals
  Reseller Central may make certain paid features available to you through the app that can help you take full advantage of the Services that we offer. We may offer the opportunity to purchase access to the Service (“Subscription”) by making purchases directly from our website or through a third party. These payments may require you to provide a valid method of payment, such as a credit card or debit card (a “Payment Method”). You are responsible for all charges incurred in connection with your payment and you agree to pay the fees and charges for any purchased feature.
  Subscriptions
  In our sole discretion, we may offer a free trial or discounted subscription offers. By selecting a Subscription, you agree to pay a subscription fee on a designated cycle for the Services that we make available to you (the “Subscription Fee”). Upon the expiration of a free trial or discounted subscription offer (where applicable), you will be charged the applicable subscription fees for your use of the Services.
  Billing cycle
  The Subscription Fee will be billed at the time you establish your Subscription and on an ongoing, regular basis unless you cancel your Subscription. Note that the timing of your billing may change (i.e. in the event of a problem with your Payment Method, such as an expired credit card).
  Subscription plan/subscription fees changes
  Reseller Central reserves the right to change the price for a subscription to the Service at our sole discretion and such subscription fee change will become effective at the end of the then-current Billing Cycle. We can also make changes to our subscription plans. We will ensure to provide you with reasonable prior notice of any change in our Subscription plans and subscription fee in order to give you the opportunity to evaluate your current subscription and make any changes, up to and including the option to terminate your Subscription before such change becomes effective.
  Unless subscription fees have been locked in under contract with Reseller Central for a specific agreed period, your continuing use of the Service after the subscription fees adjustment takes effect constitutes your consent to pay the updated subscription fee amount.
  Cancellation
  You can cancel your Subscription or auto-renewals at any time in your account settings on our website or the third party through which you purchased the paid Subscription. Please note that you must cancel your subscription before it renews for a subsequent term in order to avoid being charged for the next term’s subscription Fee. If you cancel your subscription, the cancellation will become effective at the end of the then-current term.
  No refunds
  Refunds will not be provided for any subscription. If you have commenced a subscription period and you then decide to cancel your subscription during such period, you will not be entitled to receive a refund for the fees you already paid for such subscription period. However, you will continue to be able to use the Service for which you subscribed until the end of such subscription period. You understand and agree that we will not provide refunds or prorated billing for subscriptions that are canceled mid-term.
• Audio and visual content
  The services we make available to you may contain one or more visual and/or audio recordings (individually and collective hereinafter referred to as the “Recordings”). This section describes our respective rights and responsibilities with regard to the Recordings.
  All Recordings are to be watched and/or listened to for informational purposes only. Recordings are not intended to provide specific business or financial advice, or any other advice whatsoever to you, any other individual or company, and should not be relied upon in that regard. Information provided in Recordings is not all-inclusive, is limited to information that is made available, and such information should not be relied upon as all-inclusive or accurate.
• Feedback, your content and submissions
  The Reseller Central Services may permit you to add and share certain content such as posts, photos, links, text, questions, and other files and information about the Reseller Central services and/or your use of the Services (“Content”), to share with other users of the Reseller Central Service. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Reseller Central cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.
  In order to protect the integrity of the Reseller Central Services and protect our users from abuse, Reseller Central reserves the right (but is under no obligation) to remove posted content or information that, in Reseller Central’s sole judgment, violates these Terms or negatively affects our platform, diminishes the integrity of the Reseller Central Services, system or otherwise is inconsistent with the business interests of Reseller Central.
  You shall be solely responsible for all and the consequences of sharing, posting or publishing any content on the Reseller Central Service. You agree that Reseller Central has no liability with respect to any of your content, and you hereby irrevocably release Reseller Central and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to your content or any part thereof.
  By submitting your content to Reseller Central, or displaying, publishing, or otherwise posting any content on or through the Reseller Central Service, you hereby grant Reseller Central a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to reproduce, distribute, modify (such as by editing or otherwise creating derivatives), display your content in accordance with the terms of this Agreement. You agree not to contest any modifications made by Reseller Central and hereby waive any claims with respect thereto. For clarity, the foregoing license grant to Reseller Central does not affect your ownership or license rights in your content made available on the Service, including the right to grant additional licenses to the content in any of your submitted content.
  In connection with your content made available on the Reseller Central Service, you affirm, represent, and warrant that:
  • you own or have the necessary rights, licenses, consents, and permissions to use and authorize Reseller Central to use such content and to enable inclusion and use of such content in the manner contemplated by the Service and this Terms;
  • you have the written consent, release, and/or permission of every identifiable individual in your content to use the name or likeness of every such identifiable individual to enable inclusion and use of the content in the manner contemplated by the Service and the Terms herein; and
  • the posting of your content on or through the Service or otherwise does not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any individual or entity. You agree to pay all royalties, fees, and other monies owing to any individual or entity by reason of any content posted by you to or through the Service.
  • Such content does not in any way, create a risk of loss, harm, mental or physical injury, disability, emotional distress, mental illness or death to you or to any other entity.
  • Such content does not include information that you know for a fact is incorrect and misleading.
  You are solely responsible for all content that you upload, post, publish, display or email via the Service. Reseller Central does not endorse any User Content, submission, opinion, recommendation, or advice expressed therein, and Reseller Central expressly disclaims all responsibility or liability in connection with User Content Submission(s). You acknowledge the global nature of the Internet and you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
  Again, you acknowledge that Reseller Central does not pre-screen Content, and agree that Reseller Central has the right to, in its sole discretion, remove any User Content at any time (with or without notice).
  You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service, provided by you to Reseller Central are non-confidential and Reseller Central can unrestrictedly use and disseminate them for any purpose, commercial or other, without acknowledgment or compensation to you.
• User representation and acceptable use
  You hereby represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the service will be in violation of the rights of any third party, including but not limited to the copyright, trademark, publicity, privacy or other personal or proprietary rights.
  Although we are committed to providing a safe user experience, we do not guarantee that the platform, or any content in it, will be safe, error-free or uninterrupted, or that it will be free from bugs or viruses. From time to time, access to the service may be interrupted, suspended, or restricted, including because of a fault, error or unforeseen circumstances, or scheduled maintenance. We shall not be liable to you for any loss or damage that you may suffer as a result of the service being unavailable at any time for any reason.
  You agree, undertake and confirm that your use of the platform shall be strictly in accordance with the following binding guidelines:
  • You shall not host, display, upload, modify, publish, transmit, update or share any listing or information which:
  • is in violation of local, state, or federal laws and regulations.
  • belongs to another person and to which you do not have any right to make use of or promote an illegal or unauthorized copy of another person’s copyrighted work such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
  • is grossly harmful, harassing, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or,
  • is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual or provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
  • Involves the transmission of “junk mail,” “chain letters”, or unsolicited mass mailing or “spamming” or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish the value of, surreptitiously intercept or expropriate any system, data or personal information;
  • promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
  • Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; contains video, photographs, or images of another person (with a minor or an adult);
  • tries to gain unauthorized access or exceeds the scope of authorized access to the Service or to profiles, blogs, communities, account information, bulletins, or other areas of the Service or solicits passcodes or personal identifying information for commercial or unlawful purposes from other users.
  • interferes with another user’s use and enjoyment of the Service or any other individual’s user and enjoyment of similar services;
  • refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Service or contains content that would be prohibited or violates the letter or spirit of these Terms.
  • You shall not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic devices, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services.
  • You shall not abuse any discounts, coupons, or promotions by harvesting or farming discounts or coupons.
  • You shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Services or to any server, computer, network, or any of the services offered on or through the Service, by hacking, password “mining” or any other illegitimate means.
  • You shall not attempt to encourage, permit, or allow other users of the Service to do anything that is prohibited or anything that violates the terms of this agreement.
  • You shall not use the Service for fraudulent or illegal purposes or in connection with a criminal offense or any unlawful activity.
  • You shall not probe, scan or test the vulnerability of the Service or any network connected to the Service nor breach the security or authentication measures on the Service or any network connected to the Service. You may not reverse look-up, trace or seek to trace any information on any other user to Services, or any other customer, including any account on the Services not owned by you, to its source, or exploit the Services or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by Reseller Central.
  • You shall not attempt to obtain another user’s account username, password, or other security information.
  • You shall not conceal your true IP address or otherwise misrepresent or impersonate your identity.
  • You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Services or with any other person’s use of the Services.
  • You shall not use our Services for any other purpose that is other than what is intended by Reseller Central as described herein
• Privacy
  In the course of accessing and/or using the site and the Services that we offer; we may obtain certain information about you or you may be required to provide certain information to us. All uses of your information will be treated in accordance with our Privacy Policy which herein forms an integral part of these Terms. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users.
• Third-Party content and resources
  The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the App; (“Third-Party Content”). These other websites are not under Reseller Central’s control, and you acknowledge that Reseller Central is not liable or responsible for the content, accuracy, functions, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Reseller Central.
  You further acknowledge and agree that Reseller Central shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.
• Copyright and infringement notification
  Reseller Central respects the intellectual property of others and asks its users of the platform to do the same. Reseller Central’s Service may not be used to transmit, retransmit, distribute, post, or store any material that is in violation of any rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations.
  Reseller Central has established procedures for enforcing this statement which is designed to be in accord with the Digital Millennium Copyright Act. If you believe that your copyrighted work has been copied and is accessible on any of Reseller Central’s Services in a way that constitutes copyright infringement, please notify us.
  In order to be valid, the notification must be in writing and must contain the following information:
  • a description of the copyrighted content or other intellectual property that you claim has been infringed;
  • a statement by you that you have a good faith belief that the use of this content or intellectual property is not authorized and for which reason;
  • a detailed description of where this content or intellectual property is located on the Service, in order for us to find it;
  • your address, telephone number, and email address;
  • a signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a statement by you, made under penalty of perjury, that the above information provided by you in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on the behalf of the copyright or intellectual property owner.
  Please note that (i) any person who knowingly misrepresents to Reseller Central that material is infringing shall be liable to Reseller Central and/or the alleged infringer for any damages (including costs and attorneys’ fees) suffered or incurred by Reseller Central and/or the alleged infringer as a result of Reseller Central’s reliance on such misrepresentation and removing or disabling access to such material. ii) Similarly, any person who knowingly misrepresents to Reseller Central that the material was removed or access blocked by mistake or misidentification shall be liable to Reseller Central and/or the copyright owner or its authorized licensee for any damages (including costs and attorneys’ fees) suffered or incurred by Reseller Central and/or the copyright owner or its authorized licensee as a result of Reseller Central’s relying on such misrepresentation and replacing such removed or blocked material.
• Disclaimers and Warranties
  RESELLER CENTRAL EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES: (A) THAT THE WEBSITE, WEBSITE CONTENT, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED OR DISPLAYED ON THE WEBSITE WILL MEET YOUR REQUIREMENTS; (B) THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT ANY ERRORS WILL BE CORRECTED; (C) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE WEBSITE, WEBSITE CONTENT, SERVICES, OR PRODUCTS WILL BE CORRECTED; AND (D) REGARDING THE WEBSITE, USER CONTENT, WEBSITE CONTENT, SERVICES, PRODUCTS, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES OR USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
  YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER RESELLER CENTRAL NOR ANY PERSON ASSOCIATED WITH RESELLER CENTRAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICE, USER CONTENT, SITE CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER RESELLER CENTRAL NOR ANYONE ASSOCIATED WITH RESELLER CENTRAL REPRESENTS OR WARRANTS THAT THE SITE OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• Limitation of Liability
  RESELLER CENTRAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO WEBSITE INTERRUPTION, AND WHETHER IN TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, CONTRACT OR OTHERWISE) IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE WEBSITE IN ANY WAY (INCLUDING IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE WEBSITE, ANY WEBSITES LINKED TO THE WEBSITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE WEBSITE OR ANY WEBSITES LINKED TO THE WEBSITE).
  IN NO EVENT WILL RESELLER CENTRAL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE LESSER OF THE TOTAL AMOUNTS YOU HAVE PAID TO RESELLER CENTRAL DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY OR HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RESELLER CENTRAL, AS APPLICABLE. THE EXCLUSION AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RESELLER CENTRAL AND YOU.
  YOU AGREE THAT IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES WE OFFER OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE WEBSITE AND THE SERVICES THAT WE OFFER.
• Indemnification
  You agree that as a condition of use of the Website, you will indemnify, defend, and hold harmless Reseller Central, its officers, directors, employees, agents, licensors and suppliers (collectively, the “Service Providers”) from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your use of the Website or any product, including any claims alleging facts that if true would constitute a violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Website using your account.
• Choice of law and jurisdiction
  These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of Washington, U.S.A., applicable to agreements made and to be entirely performed within the State of Washington, without regard to its conflict of law principles.
• Dispute resolution; arbitration
  • Informal negotiations
  To expedite dispute resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you, as a user of the Reseller Central, agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. We are available by email at info@resellercentral.org to address any concerns or questions that you may have regarding your use of the Reseller Central Services.
  • Agreement to Binding Arbitration
  You and Reseller Central agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website, Products or Content (collectively, “Disputes”) will be settled by binding arbitration in the event where informal negotiation did not work, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).
  All claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Reseller Central Website will be finally settled by binding arbitration administered by AAA, in accordance with the AAA Consumer Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties will select a single neutral arbitrator in accordance with the AAA Consumer Arbitration Rules. The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Either party may elect to appear at the arbitration by phone or, if mutually agreed, to conduct it online, in lieu of appearing live. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity.
  • Arbitration Rules
  The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
  • Arbitrator’s Decision
  The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award will be in writing and provide a statement of the essential findings and conclusions, will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms will be subject to the Federal Arbitration Act.
  • Class action and class arbitration waiver
  You and Reseller Central agree to the fullest extent permitted by applicable law, that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
  • Changes
  Notwithstanding the provisions as regards how we can make changes to these Terms, if Reseller Central changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@resellercentral.org) within 30 days of the date such change became effective, as indicated in the email sent to you by Reseller Central notifying you of such change. By rejecting any change, you agree that you will arbitrate any Dispute between you and Reseller Central in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
• General provisions
  • Typographical errors
  Reseller Central reserves the right to revoke any stated offer and correct any inaccuracies, errors or omissions (even after an order has been submitted and accepted by us). Where a product listed on the Website is mistakenly listed at an incorrect price, Reseller Central reserves the right to refuse or cancel any orders placed for such product listed at the incorrect price, whether or not Reseller Central has confirmed such order and your payment method already charged. In the event that your payment method has already been charged for the purchase and your order is canceled, Reseller Central shall issue a refund to the same payment method that was charged.
  • Waiver
No waiver of any of the provisions of this Agreement will constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either Party to enforce any of the provisions of this Agreement at any time will in no way be construed to be a present or future waiver of such provisions. We do not guarantee that we will will pursue legal actions against all breaches of this Agreement.
  • Force Majeure
  Notwithstanding the other provisions of this Agreement, if Reseller Central is in good faith prevented from performing its obligations under this Agreement because of an event beyond its control, including without limitation, any act or omission of our third-party partners, war (declared or undeclared), acts of God, terrorism, earthquake, accident, explosion, fire, flood or pandemic, Reseller Central will be relieved from performing its obligations provided that, it will take all reasonable steps to promptly remedy the cause of such delay or failure if it is in its power to do so.
  • Entire Agreement
  These Terms and other policies presented to you constitute the entire agreement between you and us concerning the Website and its use and supersede all prior agreements, proposals, communications between the parties, and understandings, whether oral or written.
  • Questions or complaints?
  Feedback, comments, requests for technical support, and other communications relating to the Services should be directed to us. Please contact us at info@resellercentral.org.