Document Sample
					                                      ProMobile Site Builder

                                           RESELLER AGREEMENT
This contract is not effective until executed by Reseller, and received and accepted by PROMOBILE SOLUTIONS LLC.

This Non-Exclusive Mobile Site Builder Reseller Agreement (this "Agreement") is entered into as of the date of approval into the
PROMOBILE SOLUTIONS LLC. Reseller Program (the "Effective Date"), by and between PROMOBILE SOLUTIONS LLC.,
a Pennsylvania Limited Liability Corporation and the following party:

THIS AGREEMENT, made this ____ day of ____________ (month), _____ (year), between


This is an Agreement between the RESELLER and PROMOBILE SOLUTIONS LLC. This AGREEMENT explicates the terms and
conditions that the RESELLER agrees to abide by when signing up for a account with our company, as well as the responsibilities
included in our business partnership and the basis upon which all transactions between the RESELLER and PROMOBILE
SOLUTIONS LLC. will take place.

The RESELLER also agrees to be bound by the terms and conditions of this AGREEMENT for any transaction made by another
person using your Reseller account, whether or not the transaction was made on your RESELLER behalf.

The Effective Date of this agreement shall be considered to be the date on which the RESELLER completed the signup process of
PROMOBILE SOLUTIONS LLC. reseller program.

Whereas, PROMOBILE SOLUTIONS LLC. is a fully-operational mobile internet marketing development company; and whereas, the
RESELLER desires to offer to market and resell services or products that may be available from PROMOBILE SOLUTIONS LLC.,
including but not limited to ProMobile Site Builder, QR Code Generation, Email and Texting subscription services, mobile website
development, mobile marketing services and mobile website hosting, for the purpose of reselling these products and services to the
Reseller's customers; Therefore, PROMOBILE SOLUTIONS LLC.and the RESELLER agree as follows:

PROMOBILE SOLUTIONS LLC. grants the Reseller a non-exclusive, non-transferable license to resell its Services worldwide. The
Services are subject to PROMOBILE SOLUTIONS LLC.’s Terms of Service. These Terms of Service are an integral part of the Re-
seller Agreement.

Services by using PROMOBILE SOLUTIONS LLC. and PROMOBILE name along with the Reseller's PRIVATE BRAND name and

-Mobile Promotional Websites /Templates - PROMOBILE SOLUTIONS LLC. gives the RESELLER the opportunity to offer our
Mobile Marketing Solutions including ProMobile Site Builder, QR Code Generation, Email and Texting subscription services. The
ProMobile site templates contain customizable areas and can be edited by the enduser. Features are determined by the subscription
level as follows:
Basic Subscription: $199.00 per year for THREE years / $249.00 per year for TWO years / $295.00 per year for ONE year
• Includes ability to send email updates
• An online Content Mangement Tool that allows the user can make unlimited changes to the mobile site.
• A QR code linked to the site to be used in print material, ads, signage, etc. will be emailed to user
• Inclusion on PROMOBILE SOLUTIONS LLC. FaceBook Page
• Site will be hosted for one year

Enhanced Subscription: Additional $300.00 per year (to the cost of the Basic Subscription)
• Includes ability to send email updates
• An online Content Mangement Tool that allows the user can make unlimited changes to the mobile site.
• A QR code linked to the site to be used in print material, ads, signage, etc. will be emailed to user
• Inclusion on PROMOBILE SOLUTIONS LLC. FaceBook Page
• Site will be hosted for one year
• Includes 200 text messages (additional text may be be purchased, ask for details)

Marketing Rights - PROMOBILE SOLUTIONS LLC. also gives the RESELLER the right to build his/her own marketing strategies
and market his/her products and services according to his/her own individually conceived marketing concept and preferences. The
RESELLER may use any marketing approaches and means of popularizing the Services (forums, blogs, social networks, personal or
business websites, printed media, etc.), as long as those do not include any publications contradicting to the common online ethics and
allowed online activities, and do not constitute an infringement of any copyrights, or other rights of third parties, or a violation of any
applicable law and/or terms or agreements explicated in this document and its coherent policies.

SERVICE PRICING - The RESELLER acknowledges that all prices, discount rates and transaction fees are subject to change.
PROMOBILE SOLUTIONS LLC. will provide its Services to the RESELLER according to the PROMOBILE SOLUTIONS LLC.'s
Pricing Page available at our website. Selection of services and setting of retail prices can not be altered by the RESELLER.

SERVICE PAYMENT - The RESELLER authorizes PROMOBILE SOLUTIONS LLC. to charge each customer purchasing a service
through his/her the website with the exact service price retail amount (in the currency) designated by PROMOBILE SOLUTIONS

- Fraudulent Transactions - The RESELLER agrees to hold PROMOBILE SOLUTIONS LLC. unharmed and to indemnify

PROMOBILE SOLUTIONS LLC. for transactions processed by PROMOBILE SOLUTIONS LLC. on behalf of the RESELLER that
are fraudulent in nature. Such fraudulent transactions can result from, but are not limited to: misrepresentations during the registration,
website building process, or the use of stolen or
misappropriated credit cards.

RESELLER FEES - The AGREEMENT requires the RESELLER to pay a one time set-up fee of $250.00. This fee entitles the the
RESELLER the opportunity to offer our Mobile Marketing Solutions including ProMobile Site Builder, QR Code Generation, Email
and Texting subscription services. PROMOBILE SOLUTIONS LLC. will provide a RESELLER branded ordering portal, training and
sales materials. Additional items such as a reseller website and video are availabe at addtional cost.

RESELLER COMMISSION - The AGREEMENT gives the RESELLER ability to earn a commission on transactions, the amount of
which depends on the sales price (subscription level) he/she has made.

The Commission amount is $90.00 per ONE YEAR subscription sold
The Commission amount is $180.00 per TWO YEAR subscription sold
The Commission amount is $270.00 per THREE YEAR subscription sold

The Commission amount is $120.00 per subscription sold

The Commission amount for any other Services offered for resale by PROMOBILE SOLUTIONS LLC. such as, but not limited to
website design and development, strategic marketing, advertising, writing, social media, custom programming, graphic design, identity
systems and branding, will be offered at an agreed to amount, in writing, prior to beginning the project. The scope of the project and ProMobile
Solutions LLC. and it’s principles, employees and sub-contractors, rights, responsibilies and liabilies will be agreed to as well at the same time
in writing and are out of the normal scope of this reseller agreement.
The due commission represents percentage of all services sold within a month. The commissions are issued at the beginning of each
month for the previous month. They will be paid in US Dollars by check.

SERVICE EXPIRATION - PROMOBILE SOLUTIONS LLC. may inform the RESELLER of expirations of his/her customers'
services at the e-mail address given in the RESELLER'S account profile.

TECHNICAL SUPPORT - PROMOBILE SOLUTIONS LLC. will provide technical support to the RESELLER and all his/her
customers via a e-mail or phone. RESELLERS may choose also to provide support to their customers themselves.

NOTICES - The RESELLER agrees that all notices (except for notices concerning breach of this Agreement) from PROMOBILE
SOLUTIONS LLC. to the RESELLER may be posted on our web site. Notices concerning breach of this Agreement will be sent
either to the e-mail address that the RESELLER has provided in his reseller profile or mailed by first class mail to the postal address
that the RESELLER has on file with PROMOBILE SOLUTIONS LLC. In both cases, delivery shall be deemed to have been made
five (5) days after the notice has been sent. Notices from the RESELLER to PROMOBILE SOLUTIONS LLC. should be made by
e-mail sent to the address provided on our web site.

PRIVACY - The RESELLER agrees to abide by the Privacy Policy of PROMOBILE SOLUTIONS LLC. in his/her dealings with
customers and others, and to post the Privacy Policy on the RESELLER'S website. Failure to comply with the Privacy Policy of
PROMOBILE SOLUTIONS LLC. will be deemed a breach of this Agreement.

and without liability to the Reseller, may terminate this Agreement if the RESELLER is found to be using PROMOBILE
SOLUTIONS LLC.'s Services in association with unsolicited commercial e-mail (SPAM) or morally objectionable activities. Morally
objectionable activities may include, but are not be limited to: activities that are in nature defamatory, embarrassing, harmful, abusing,
threatening, slanderous or harassing third parties; activities prohibited by any applicable law of the United States and/or foreign territories in
which the Reseller conducts business; activities designed to encourage unlawful behavior of others, such as hate crime, terrorism and
child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or other-
wise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way.

Please, view our Acceptable Use Policy (AUP) for more information on this matter. In the event that PROMOBILE SOLUTIONS
LLC. terminates this Agreement for SPAM or any morally objectionable activity described in this document and/or our AUP, no re-
fund payment will be issued to the Reseller and/or his customer(s).

LIMITED LIABILITY - PROMOBILE SOLUTIONS LLC. shall not be liable under any circumstances for any special, consequential,
incidental or punitive damages arising out of or in any way connected with this RESELLER AGREEMENT, and/or any services and
products that the RESELLER may choose to resell, including but not limited to: damages for lost profits, loss of service use, loss of
data, loss of
privacy, damages to third parties. This limited liability clause shall apply even if PROMOBILE SOLUTIONS LLC. has been notified of the
possibility of any claims. PROMOBILE SOLUTIONS LLC.'s liability is limited to the extent permitted by law in states that do not
allow the exclusion or limitation of liability for consequential or incidental damages. In no event shall PROMOBILE SOLUTIONS
LLC.'s maximum liability exceed the total amount paid by the RESELLER for the Service or the product.

RESELLER ANNOUNCEMENTS - PROMOBILE SOLUTIONS LLC. agrees to contact the RESELLER via email in relation to any
customer's case that requires a feedback from the RESELLER and reserves the right to take measures to resolve the case if no re-
sponse is received by the RESELLER within 48 hours of the email/ticket submission.

MODIFICATION - This Agreement and its coherent policies (the Terms of Services, the Acceptable Use Policy) are subject to change.
PROMOBILE SOLUTIONS LLC. reserves its right to modify these policies upon need without prior notice. All such changes will be
announced on our website. Therefore, resellers are encouraged to periodically review these Terms and Agreements, as well as our
news postings, in order to have always up-to-date and applicable policy information.

TERMINATION - The RESELLER may terminate this Agreement and his/her reseller account at will WITHOUT REFUND.
However, if the RESELLER has active customer accounts signed up through his/her reseller account(s), the Reseller needs to send
a notice to PROMOBILE SOLUTIONS LLC. 30 days prior to the termination date of his/her account, by e-mailing PROMOBILE
SOLUTIONS LLC.. This is |requested in order for ProMobile Solutions LLC. to have the opportunity to transfer all active customer
accounts of the Reseller (all the Reseller's customers default in such cases to PROMOBILE SOLUTIONS LLC..) and ensure that the
customers' mobile websites, QR Codes, Text and e-mail services will not suffer an unexpected downtime.
ASSIGNMENT - The RESELLER may not assign its rights or duties under this Agreement to another individual or entity without
the expressed written consent of PROMOBILE SOLUTIONS LLC., which will not be unreasonably withheld. PROMOBILE SOLU-
TIONS LLC. may assign its rights and obligations under this Agreement without prior notice, as long as the Service continues to
operate as outlined in this Agreement.

SEVERABILITY - The provisions of this Agreement are severable. If any part of the Agreement is found to be unenforceable, invalid,
or void, then that part will be interpreted in accordance with the applicable law as closely as possible in line with the original intention
of both parties of the Agreement. The remaining provisions of the Agreement will remain in full force and effect.

ENTIRETY - This document and its coherent policies (PROMOBILE SOLUTIONS LLC.'s Terms of Service, Acceptable Use Policy)
constitute the entire agreement and contract between the parties mentioned herein (ProMobile Solutions LLC. and the Reseller of our
Services), and supersedes any and all prior and contemporaneous, oral, or written representations, communication, understandings,
and agreements between these parties with respect to the subject matter reviewed herein.

Date: March 1st 2011, City of Pittsburgh, Commonwealth of Pennsylvania, United States of America


I am an authorized representative of __________________________________ I agree to the terms outlined in this proposal.

____________________________________________                   ___________________________
Authorized Representative                                        Date

I am an authorized representative of ProMobile Solutions. I agree to the terms outlined in this proposal.

____________________________________________    ___________________________
ProMobile                                  Date

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