Introduction

Tenacious Techies Pty Ltd firmly believes in Genuine Partnership, and we like to make sure we put this in Black & White so that both us and our Partners are clear about the opportunities and profit available working with us. We like to avoid confusion for long term growth with your Business Partners. This document sets out various products available to you i.e. Web design, mobile apps. SEO, Internet Marketing and many products which we will keep on releasing in long term. This services THE LICENSOR (Tenacious Techies Pty Ltd )has agreed to provide you are mentioned in the accompanying quotation. If you have any queries regarding this document, please write to us or if necessary – seek legal advice.

Definitions

Agreement	means the agreement created between you and The Licensor by this document and the accompanying quotation
The Licensee Or Resller	means the Licensee/Reseller with which you have signed a Service Agreement with
Confidential Information	means information that is or has been disclosed by one party to the other, but does not include any information that is on receipt, in the public domain, or that subsequently enters the public domain without any breach of this Agreement; on receipt, already known by the party receiving it; at any time after the date of receipt, received in good faith from a third party; or required by law to be disclosed;
Licensee or you or Reseller	means the Licensee/Reseller identified on the accompanying quotation;
Intellectual Property	means copyright, patents, designs, trademarks, trade names, goodwill rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property;
Parties	means you and Tenacious Techies Pty Ltd
Party	means either you or The Licensor (Tenacious Techies Pty Ltd )as the context dictates; and
Services	means the services The Liscensor has agreed to supply to you, as specified on the accompanying quotation
Customer	means the end user who will be using Tenacious Techies Pty Ltd products or services

Scope

1. This Agreement applies to all transactions between you and The , including all quotations, offers, orders and sales. This Agreement (which will only be waived or varied in writing signed by The Licensor and The Licensee will prevail over all other terms and conditions of all and any such transactions to the extent of any inconsistency.
2. The Licensor will use its best endeavours to provide the services by any dates specified in any brochures or other documentation which may be produced by The Licensor from time to time. Delivery of services is not subject to any service level guarantee.
3. From time to time, circumstances beyond the reasonable control of The Licensor may result in the delay of delivery, or the temporary suspension, disconnection or non-supply of the services. In those circumstances The Licensor will use its best endeavours to rectify any such problems; however any such circumstances will not entitle you to claim for any consequential loss or damage or to cancel, rescind or terminate our Agreement.
4. Should circumstances beyond the control of The Licensor prevent or hinder delivery of the services,The Licensor will be free from any obligation to deliver the services while such circumstances continue. For as long as such circumstances exist The Licensor may, at its option, cancel, rescind or terminate all or any part of the Agreement or keep the Agreement on foot until such circumstances have ceased. Such circumstances beyond the control of The Licensor include, but are not limited to: strikes, lockouts, rebellions; fire; acts of God; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; denial-of-service (DOS) attacks and other circumstances of hacking, and failures or malfunctions of computers or other information technology systems.

Payment

5. The fees charged by The Licensor for the services are set out on the accompanying quotation.
6. The Licensor accepts payment by Bank Transfer / Cheque/Net Banking / Cash
7. Tenacious Techies Pty Ltd will provide the Timeline and quotation before the start of project. Any changes after confirmation of the project will be charged separated to the client by The Licensor. Licensee needs to request a quote from Tenacious Techies Pty Ltd for every customized project. Quotation timeline can vary between 24 hrs to many days, as it depends upon client’s communication and feedback as well
   1. The full price specified on the accompanying quotation to The Licensor upon your signing of this Agreement; or
   2. where the total setup price specified on the accompanying quotation is as mentioned on checkout for type of partner program. 100% of the full price specified on the quotation shall be payable upon your signing of this agreement.
8. From time to time The Licensor may consider it commercially desirable to increase its products or service fees. In such circumstances The Licensor shall provide the Customer which is the end user and the Licensee with 30 days notice of any such increase. The Customer may terminate the services to which those fees are directly attributable, in the event the Customer does not approve any such increase.
9. All applicable taxes, duties or levies (including Taxes), payment gateway charges/online merchant fees and associated bank charges, domain name registration and renewal fees, and SSL certificate fees related to the services shall be payable by the Licensee’s Customer.

Termination

10. The Licensee may terminate any recurring hosting or maintenance services upon providing The Licensor with 30 days prior written notice.
11. The Licensor may, at its option and without prejudice to any of its rights, either suspend any service, require payment in advance or terminate this Agreement or any other contract by written notice to the Customer where The Licensor reasonably suspects the Customer to be in breach of any law, or where the Customer:
    1. Defaults on any payment due under this Agreement
    2. Fails to rectify any breach of this Agreement within 30 days of notice;
    3. Being a natural person, commits an act of bankruptcy;
    4. Being a corporation, is subject to
       1. a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved
       2. The entering of a scheme of arrangement (other than for the purpose of restructuring); or
       3. any assignment for the benefit of creditors.
12. Termination shall not relieve either party from any liability that has accrued on or before the date of termination. The Licensee Term is for the Period of 1 year commencing from the date of payment . The Licensee Term is for the Period of 1 year commencing from Date of Transfer of funds . You will have rights to sell all our products on non-exclusive basis.

Advice and Information

13. The Licensee must make its own enquiries into the suitability of the services to meet specific requirements. The Licensor does not guarantee any Licensee success or that any particular results will be achieved in connection with the services provided by The Licensor here under.
14. Any advice, recommendation, information, assistance or services given by The Licensor is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability and The Licensor does not accept any liability or responsibility for any loss suffered from the Licensee’s reliance on such advice, recommendation, information, assistance or service, to the extent available by law.

Confidentiality

15. The parties recognize and acknowledge the confidential nature of the Confidential Information
16. Neither party may use or disclose any Confidential Information other than:
    1. to its employees to the extent necessary;
    2. with the express prior written consent of the other party; and
    3. to its professional advisers, on a confidential basis
17. Each party agrees to implement such security arrangements as may be necessary to ensure that the secrecy of the Confidential Information is preserved.Intellectual Property Rights
18. The Licensor (or its licensors) is the sole owner of all rights (including Intellectual Property rights) in any software or other works the subject of the services supplied under this Agreement.
19. The Licensor licenses the Licensee’s Customer, in exchange for the monthly or Fixed fees payable by the Customer under this Agreement, on a limited, revocable, non-exclusive, temporary basis, to access The Licensor Intellectual Property (and any software expressly licensed in writing to the Customer by The Licensor solely for the purpose of receiving the services solely via the computer servers of The Licensor, during this Agreement.
20. The Licensee must not, nor may it permit any other person to:
    1. copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance the services or any related Intellectual Property;
    2. use, access or reproduce the services on or via any server not owned by The Licensor;
    3. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret, legend or notice, or any numbers, or other means of identification used on or in relation to the services;
    4. make any of the services available to any person other than its employees without the prior written consent of The Licensor; or
    5. do any act that would or might invalidate or be inconsistent with The Licensor’ Intellectual Property rights
21. Notwithstanding the foregoing provisions, copyright in all graphical design work created by The Licensor exclusively for the Licensee’s Customer shall be assigned to the Customer upon receipt by The Licensor of full payment for the services. For the avoidance of confusion, images resupplied by The Licensor for publication on the Licensee’s Customer’s website do not constitute such “graphical design work” and cannot be reassigned, transferred or sublicensed to any third party, due to restrictions imposed by The Licensor’ image licensors. The Licensee Customer must adhere to all such restrictions.
22. The Customer shall indemnify The Licensor against any claim by any third party for alleged infringement of any copyright or other Intellectual Property rights which arises as a result of the storage or processing of any of the Customer’s programs or data on The Licensor’ systems and/or the provision of any information, materials or other assets of the Customer to The Licensor
23. Any data collected and transmitted on any website of the Customer in connection with the services shall be the sole risk and responsibility of the Customer. Without limiting the foregoing, the Customer is responsible for all backup, archiving and effecting insurance cover in respect of all such data. The Licensor does not accept any responsibility for any loss of such data, or for the security of any such data

E-Security

24. The Licensor will use reasonable endeavours to ensure the integrity and security of the computer servers utilised by The Licensor in connection with the provision of the services. The Licensor does not guarantee that any such computer servers shall be free from unauthorised use or hacking.
25. You must keep confidential and secure your passwords and other confidential information relating to your access to the services. You must notify us immediately of any known or suspected unauthorised use of the services, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password or other sensitive information. Notwithstanding such notification you will be liable for any and all uses of the services (and your websites which are hosted by the Seller in connection with such services) notwithstanding any fraudulent or improper use of your password or any other access via your account to any of the facilities or services provided by the Seller.

Acceptable Use Policy

26. The services may not be used in any manner that is illegal, discriminatory, abusive, insulting, threatening, obscene, harassing, racist, or otherwise inappropriate and your commission, or authorizing, aiding, abetting, encouraging or inciting any person to do or attempt to use the services in any such manner (including, but not limited to, by any one or more of the following acts) is strictly prohibited:-
    1. violation of all or any legal rights of any person or company or other entity in any jurisdiction is strictly prohibited (including, but not limited to, laws relating to crimes such as theft and fraud, and laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy) and whether such violation is by way of the installation or distribution of "pirated” software or otherwise;
    2. unauthorized copying of copyrighted material including, but not limited to, digitisation and distribution of books or other copyrighted sources, copyrighted music or video and the installation of any copyrighted software for which you do not have an active license is strictly prohibited;
    3. exporting software, technical information, encryption software or technology, in violation of domestic export control laws, is strictly prohibited;
    4. introduction of malicious programs onto our webservers (e.g., viruses, worms, Trojan horses, e-mail bombs) is strictly prohibited;
    5. revealing your account password to others or allowing use of your membership account on our computer servers by others is strictly prohibited;
    6. using another person’s name, username or password or otherwise attempting to gain access to the membership account of any other person is strictly prohibited
    7. using the services to actively engage in procuring or transmitting material that is in violation of sexual harassment or workplace relations laws is strictly prohibited;
    8. making fraudulent offers of goods or services is strictly prohibited
    9. effecting security breaches or disruptions of network communication is strictly prohibited.

    Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this paragraph, "disruption" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

    1. executing any form of network monitoring which will intercept data not intended for you is strictly prohibited;
    2. circumventing user authentication or security mechanism of any service, or our network or any member account of The Licensor is strictly prohibited;
    3. using any program/script/command, sending messages of any kind, or imposing unreasonable load on our servers with the intent to interfere with, or disable, any persons' access to any service or website, via any means, locally or via the Internet, is strictly prohibited;
    4. sending unsolicited email messages in breach of the Spam Act is strictly prohibited;
    5. any form of harassment via email, or any other form of harassing or spam messaging, whether through language, frequency, or size of messages is strictly prohibited;
    6. unauthorized use, or forging, of email header information is strictly prohibited;
    7. solicitation of email for any email address, with the intent to harass or to collect replies is strictly prohibited
    8. creating or forwarding "chain letters", "Ponzi" or other "pyramid" schemes of any type is strictly prohibited; and
    9. use of the services in breach of any persons privacy (such as by way of identity theft or "phishing") is strictly prohibited.

Limitation of Liability

27. All warranties (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law. Without limiting the foregoing, to the extent possible by law, The Licensor specifically excludes any warranty as to the accuracy or quality of information received by any person via any computer server operated or maintained by The Licensor in connection with the services, and The Licensor shall not be liable for any loss or damage to any data stored on any such server.
28. If The Licensor breaches any condition or warranty implied by law which cannot lawfully be excluded, to the extent permitted by law the liability of the Seller is limited, at its option, to:
    1. in the case of services, the resupply of, or payment of the cost of resupplying, the service; and
    2. in the case of goods
       1. the replacement of the goods or the supply of equivalent goods; or
       2. the repair of the goods; or
       3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
       4. The payment of the cost of having the goods repaired.
29. The Licensor shall not have any liability or responsibility to the Customer for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this Agreement including, in each case consequential loss of business or profits, loss of anticipated savings, loss of business opportunity, loss of data, or loss of goodwill or other loss. The Licensor shall only be liable for losses (excluding loss of business or profits) which flow directly from a breach of this Agreement up to a maximum of the total fees and charges paid by the Customer to The Licensor in the 12 month period prior to the latest breach, which shall be the total aggregate liability of The Licensor where such liability is not otherwise excluded under this Agreement.
30. The Customer acknowledges that no representations were made prior to entering into this Agreement. The Customer agrees that, in entering into this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this Agreement. The Customer shall have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into this Agreement and The Licensor shall have no liability otherwise than pursuant to the express terms of this Agreement. Without limiting the foregoing, the Customer acknowledges that. The Licensor has not made any representations that the services will achieve any particular purpose or objective. but will try at their best to increase sales and benefit self and Licensee

Dispute Resolution

31. The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute.
32. If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation

Miscellaneous

35. Delay is not waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, will operate as a waiver of any such right, power or remedy.
36. Survival of Agreement. Subject to any provision to the contrary, this Agreement shall ensure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns or receivers but shall not ensure to the benefit of any other persons.
37. Severability. If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.
38. Jurisdiction. This Agreement shall be governed by the laws of Brisbane,Australia
39. Entire Agreement. This Agreement (being this document and the accompanying quotation) constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes all previous communications, representations, understandings and agreements, whether verbal or written.

Miscellaneous

40. NO Refund will be given to the Licensee and following Terms & Conditions Apply
    • License doesn’t promote any competitors products or products which can affect sales of Tenacious Techies Pty Ltd
    • License doesn’t default on any payment owing to Tenacious Techies Pty Ltd
    • License does sell any Unauthorized products on behalf of Tenacious Techies Pty Ltd
    • License doesn’t update any leads in CRM without giving any notice to Licensor for a period of 30 days

Commission

41. Licensee will Earn between 20-40% Commission on Invoice for the Products Authorized by Tenacious Techies Pty Ltd. Licensee Type Bronze is Non -Exclusive
42. Commission Structure for the products sold is mentioned below ( can be changed and revised )

Website Design	40 % on Sales
SEO(organic)	40 % on Sales
Mobile App	40% on Sales
Sales CRM	40% on Recommended Price
Email Marketing	40% on Recommended Price
FoodChow	40 % on amount earned by Tenacious Techies Pty Ltd and not on sale amount
Taskkers	You will be able to promote this on white label basis and get 40% on Sale amount.
AMC	40% of Revenue will be given to Licensee until they are functioning and 40% will be given for products like CRM , foodchow etc

43. The above prices and commission structure can change anytime as per the Market Condition and companies policies.
44. Leads which are received from Licensee’s areas will be forwarded to the relevant License owners.
45. Licensee will be entitled to all the commission on sales which their client purchased ( if directly through web). This will be tracked through tenacioussales CRM which Licensee will report from

Payments

46. Payment of the first US $4,950 have been paid directly to parent company for Bronze Licensee owner of Tenacious Techies Pty Ltd

Cancellation

47. License will be cancelled if Licensee starts selling competitors products or services to Licensor’s customers without approval.
48. Licenseecan cancel Tenacious Techies Pty Ltd License with a written notice.