Ideal Partner Application with Xsellence LLC

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How did you hear about us?

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What type of business proposal are you offering Xsellence?

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If OTHER, please specify below:

CONTACT INFORMATION:

First Name:

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Last Name:

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Company:

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Main Email:

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(Please enter a business email address – free accounts like Yahoo and Hotmail are not accepted)

Website URL:

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Main Phone:

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Main Fax:

Street Address:

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City:

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State:

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Zip Code:

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Country:

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COMPANY INFORMATION:

Describe the business you are in:

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Annual gross sales (US $):

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Number of employees:

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Do you service any vertical markets?

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If yes, what markets?

List Accounting and other software or Consulting Products/ Service you (sell) or re-sell:

Who are your key competitors?

What Geographical regions do you mainly service?

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TERMS OF SERVICE:

Please read the partnership terms of service below:

XSELLENCE PARTNER APPLICATION AGREEMENT:

1.	Ideal Partner Application Approval
Xsellence LLC at its sole discretion may approve this Ideal Partner Application Agreement based upon information you provided in the Application. If we do approve your Application as a candidate for further discussions in becoming a Xsellence Ideal Partner, we approve your Application under the terms of this Agreement. Additional Xsellence LLC Agreements and forms will have to be agreed upon and executed by both parties prior to forming a Xsellence Ideal Partnership relationship. Additional forms and Agreements are required for: [A] Ideal Integrator Partners, [B] Ideal Reseller Partners, [C] Ideal Development Partners and [D] Ideal Referral Partners before you are approved to develop or market to [E] End Users or [F] Resellers, the Products, Services and the Maintenance and Support Services of Xsellence LLC.

2.	Definitions
[A] Ideal Integrator Partners, is a partnership to integrate any third party software, hardware or other innovative services.
[B] Ideal Reseller Partners, is a partnership that requires reseller to solicit new sales for the Xsellence Products, Services and Maintenance.
[C] Ideal Development Partners, is a partnership involving the design and development of new Products or Services that will be added onto our XSELLENCE Product and Service.
[D] Ideal Referral Partners, is a partnership for referring unidentified potential customers to Xsellence.
[E] End User is anyone, who is not part of the Enterprise of which you are a part, who acquires Products or uses Services for its own use and not for resale.
[F] Enterprise is any legal entity and the subsidiaries it owns by more than 50%.
[G] Resellers/Distributor (To End Users) is an organization that sells products and services to end users.
[H] Resellers/Distributor (To End Users) is an organization that sells products and services to resellers.

3.	Our Relationship
Each of us agrees that:
3.1	each of us is responsible for our own expenses regarding fulfillment of our responsibilities and obligations under the terms of this Agreement;
3.2	neither of us will assume or create any obligation on behalf of the other or make any representation or warranties about the other, other than those authorized;
3.3	neither of us will bring legal action against the other more that two years after the cause of action arose, unless otherwise provided by local law without the possibility of contractual waiver;
3.4	failure by either of us to insist on strict performance or to exercise a right when entitled does not prevent either of us from doing so at a later time, either in relation to that default or any subsequent one;
3.5	all information exchanged between us is non-confidential, unless both of us agree otherwise in writing;
3.6	Xsellence LLC may change the terms of this document at any time upon written notice. Otherwise, for any other change to be valid, both of us must agree in writing. Additional or different terms in communication from you are void;
3.7	Each of us will comply with all applicable laws and regulations such as those governing consumer transactions.

4.	Your Responsibilities to Xsellence LLC
You agree:
4.1	to provide us, or our representative, with access to your facility in order for us to fulfill our obligations and to review your compliance with this Agreement;
4.2	to provide us free use of any software and supporting documentation for evaluation and use purposes;
4.3	your rights under this Agreement are not property rights and, therefore, you cannot transfer them to anyone else or encumber then in any way;
4.4	to maintain the criteria when we approved you;
4.5	to retain records of each product or Service transaction for three years and to provide us relevant records upon request. We may reproduce and retain copies of these records;
4.6	that your conduct under this Agreement will be consistent with the antiboycott laws and regulations of the United States;
4.7	be responsible for customer satisfaction and to participate in customer satisfaction programs as we determine

5.	Xsellence's Responsibility to You
We agree to:
5.1 	Provide you with training to market our Xsellence Product or Services.
5.2	Provide you with source code as necessary to integrate or develop onto our Xsellence Product or Service.
5.3	Provide you with all necessary materials and inputs including Products and Services required to perform a sale.
5.4	Provide you with all necessary source coding and know how required to develop or integrate with our Xsellence Products and Services.
5.5	Provide you with a discount and/or independent contractor commissions for marketing our Products or Services.
5.6	Provide you with recognition on the Xsellence web site when applicable.

6.	Status Change
You agree to give us prompt written notice (unless precluded by law or regulation) of your substantive changes or anticipated change to the information supplied in your application. Upon notice of such change, (or in the event of failure to give notice of such change), Xsellence LLC may, at its sole discretion, immediately terminate this Agreement.

7.	Marketing Funds and Promotional Offerings
We may provide marketing funds and promotional offerings. If we do, you agree to use them according to our guidelines and to maintain records for you activities regarding the use of such funds and offerings for three years. We may withdraw or recover marketing funds, recognition or promotional offerings from you if you breach any terms of this Agreement. Upon notification of termination of this Agreement, marketing funds, recognition and promotional offerings will no longer be published and available for use by you, unless we specify otherwise in writing.

8.	Exports and Imports
You may actively market Products and Services only within the United States and other geographical boundaries that will be set by Xsellence LLC once you become an Ideal Partner of Xselllence LLC. You may not market outside the geographical boundary scope defined by Xsellence LLC that will be given to you in writing, and you agree not to use anyone else to do so.

9.	Trademarks
We will notify you in written guidelines of the Xsellence Business title/name and emblem/logo, which you are authorized to use. You may not modify the emblem/logo in any way. You will be notified in writing how you can use our Trademarks (which include the title, name, emblem, logo, taglines, Xsellence Trademarks and service marks) only; within the geographical scope of this Agreement.

9.1 	in association with Products and Service's we approve you to market; and
9.2	as described in the written guidelines provided to you once an Ideal Partnership with Xsellence has been approved. The royalty normally associated with this non-exclusive use of the Trademarks will be waived since the use of this asset is in conjunction with development and marketing activities supporting sales and development of Xsellence's Products and Services.
You agree to promptly modify any advertising and promotional materials that do not comply with our guidelines. If you or we receive any complaints about your use of a Trademark, you agree to promptly stop using our Trademarks. If you do not, you agree to pay any expenses and fees we incur in getting you to stop.

You agree not to register or use any mark that is confusingly similar to any of our Trademarks.

Our Trademark, any goodwill resulting from your use of them, belongs to us.

10.	Liability
Circumstances may arise where, because of a default or other liability, one of us is entitled to recover damages from the other. In such instances, regardless of the basis on which damages can be claimed, the following terms apply as your exclusive remedy and our exclusive liability.
We are responsible for the amount of any actual loss or damage, up to the charges (if re-occurring, 12 months' charges apply) for Products or Service that is the subject of the claim. Under no circumstances (except as required by law) are we liable for a third-party claims against you for damages, or for special, incidental, or indirect charges, or for any economical consequential damages (including lost profits or savings) even if we are informed of the possibility.
In addition to the damages for which you are liable under law and the terms of this Agreement, you will indemnify us for claims made against us by others (particularly regarding statements, representations, or warranties not authorized by us) arising out of your conduct under this Agreement or as a result of your relationship with anyone else.

11.	Electronic Communications
Each of us may communicate with the other by electronic means, and such communication is acceptable as a signed writing to the extent permissible under applicable law. Both of us agree that for all electronic communications, an identification code contained in an electronic document is legally sufficient to verify the senders identity and the documents authenticity.

12.	Ending the Agreement
Regardless of the contract duration, or any renewal period in effect, either of us may terminate this Agreement, with or without cause, on one months written notice. If, under applicable law, a longer period is mandatory, than the notice period is the minimum notice period allowable.
If we terminate for cause we may, at our own discretion, allow you a reasonable time to cure. If you fail to do so, the date of termination is that specified in the notice.
However, if either party breaches a material term of the Agreement, the other party may terminate the Agreement on written notice. Examples of such breaches by you are: if you do not maintain customer satisfaction; if you do not comply with other forms or Agreements, signed by both parties and agreed upon by you; if you repudiate this Agreement; or if you make any misrepresentations to us. You agree that our only obligation is to provide the notice called for in this section and we are not liable for any claims or losses if we do so.

You agree that if we permit you to perform certain activities after this Agreement ends, you will do so under the terms of this Agreement.

13.	Geographic Scope
All the rights and obligations of both of us are valid only in the United States.

14.	Governing Law
The laws of the State of Michigan, without regard to conflict of law principles, govern the Agreement. The "United Nations Convention on the International Sale of Goods" does not apply.

15.	Details of Our Relationship
This Agreement will have a duration of 12 months with an Agreement Start Date effective the first month following Xsellence LLC's executed approval. We will confirm with you in writing if your application for an Ideal Partnership relationship is approved.
Unless we specify otherwise in writing, the Agreement will renew automatically for subsequent one-year periods. However, you may advise us in writing not to renew the Agreement. Each of us is responsible to provide the other three-month's written notice if the Agreement will not be renewed.

This Agreement is the complete Agreement of terms and conditions regarding this "Application" for Xsellence Ideal Partner relationship and replaces any prior oral or written communications between us. Any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) is considered an original, to the extent permissible under applicable law, and all Products or Services you market and Services including but not limited too development or integration you perform under this agreement are subject to it.

By checking the box below, you agree to the following partner application terms of service:

I agree to the above terms