Zerospam - Terms and Conditions

Terms of Service for ZeroSpam Resellers

DEFINITIONS
The parties hereto agree on that the following definitions will apply to the relationship between ZEROSPAM and the Reseller.

The term “confidential information” shall include:
1. Financial information on ZEROSPAM, information on ZEROSPAM’s marketing strategies, ZEROSPAM’s suppliers and clients lists, retail pricing for ZEROSPAM products, ZEROSPAM’s sales techniques and sales policies, including pricing policies as well as ZEROSPAM sales and distribution data;
2. Private information on software used by ZEROSPAM and on the ZEROSPAM filtering architecture, information about any confidential innovation developed by ZEROSPAM as well as any private information related to enhancements of the ZEROSPAM service developed by ZEROSPAM, ZEROSPAM’s confidential business information and any and all patents, copyrights and other element related to intellectual property owned by ZEROSPAM.T
  
  The term “Reseller” designates IT services providers who buy ZEROSPAM for their clients on the electronic platform.
  
  The term “Clients” designates the organizations who are the end-users of the ZEROSPAM service which they purchased through the Reseller.
NATURE OF THE SERVICE
ZEROSPAM agrees to provide email filtering services to the Clients in the form of protection against spam, viruses, phishing email, ransomware and all other email-borne threats and undesirable messages. However, ZEROSPAM does not offer any guarantee as to virus detection or detection time of new threats.

By subscribing to ZEROSPAM’s email filtering service, the Reseller agrees that its filtering rules are determined and modified by ZEROSPAM’s administrators, as required in order to optimize the effectiveness of the service
COMMITMENT TO DISTRIBUTING THE ”ZEROSPAM TERMS OF SERVICE FOR RESELLERS’ CLIENTS” TO ALL CLIENTS
ZEROSPAM commits to providing the Reseller with the “ZEROSPAM Terms of Service for Resellers’ clients”. The Reseller commits to distributing this document to all his Clients from the moment they start using the service and to informing them that by using ZEROSPAM, they are agreeing to abide by these Terms of service and are committing to doing so as long as they use the service.
ZEROSPAM’S OBLIGATIONS
4.1 ZEROSPAM commits to providing a thirty-day free trial period to any Client of the Reseller that wishes to try the ZEROSPAM service.

4.2 ZEROSPAM commits to providing the Reseller with technical training, information and/or technical documentation that will enable him to offer his Clients level 1 technical support. ZEROSPAM also commits to providing the Reseller with sales and marketing tools to help him promote the service to his Clients.

4.3 ZEROSPAM commits to answering professionally and with due care any technical support request originating from the Reseller.

4.4 ZEROSPAM will not contact the Reseller’s Clients directly unless specifically authorized to do so by the Reseller.

4.5 ZEROSPAM will never directly seek business from any of the Reseller’s Clients.

4.6 All the standard ZEROSPAM communications about service configuration and activation will be sent to the Reseller who may choose to share them with his Clients.

4.7 ZEROSPAM commits to collaborating in good faith with the Reseller to make sure his Clients are satisfied with the ZEROSPAM services.
RESELLER’S OBLIGATIONS
5.1 The Reseller will gain sufficient knowledge about the ZEROSPAM solution to be able to provide them with Level 1 technical support (best practices on how to use Cumulus, how to properly report undetected spam messages for analysis, how to make sure the Client server accepts incoming email only from the ZEROSPAM servers, etc.).

5.2 The Reseller will quickly notify ZEROSPAM of any dissatisfaction or problem encountered by his Clients with the ZEROSPAM service in order to allow the ZEROSPAM team to intervene as soon as possible.

5.3 The Reseller commits to collaborating in good faith with ZEROSPAM to make sure that his Clients’ are satisfied with the ZEROSPAM services.

5.4 The Reseller will refrain from offering warranties under ZEROSPAM’s name. The Reseller shall not attach any additional trademarks, service marks, or trade names to the ZEROSPAM product and services and shall not use ZEROSPAM’s trademarks as part of his own company’s trademarks, service marks or trade names or in any other manner that would tend to imply the Reseller has an affiliation with ZEROSPAM other than as set forth in these Terms of Service. The Reseller shall not use the ZEROSPAM trademark, logo or service mark (“ZEROSPAM Marks”) or make any representation on behalf of ZEROSPAM except as indicated in point 5.5.

5.5 The Reseller may use the ZEROSPAM trademark in any blog, news article, or on his website as long as the ZEROSPAM services and company are portrayed in a manner that is consistent with the information that can be found on ZEROSPAM’s own website and as long as he retains the capitalization structure of the ZEROSPAM name.
LIMITATION OF LIABILITY
ZEROSPAM shall not be liable for lost, bounced or delayed email, irrespective of the cause. The Resellers’ recourse shall in no event exceed the value of the service, prorated to the number of hours that the service was unavailable.
YEARLY NUMBER OF MAILBOXES UPDATE
Billing of the ZEROSPAM service is based on the number of valid email addresses used on each filtered domain. The Reseller may increase or decrease the number of mailboxes purchased for a Client on the platform to reflect changes in his Client’s usage. Resellers are not required to modify the amount of mailboxes of their clients to reflect small changes. However, if a Client’s number of valid email addresses increases by more than 20%, the Reseller is required to update the number of mailboxes purchased for this Client on the platform as soon as he becomes aware of the increase. The Reseller also commits to updating the number of valid email addresses used by all his clients once a year. For billing purposes, multiple addresses used by a single user on the same domain (aliases) are not taken into account.
CONFIDENTIALITY
By the present purposes, the Reseller acknowledges that ZEROSPAM has the exclusive ownership of the ZEROSPAM service, and therefore acknowledges that any unauthorized disclosure of confidential information can cause irreparable damage to ZEROSPAM. Accordingly, the Reseller agrees to:
1. Exercise all due diligence regarding security and to act according to ZEROSPAM’s instructions in order to preclude the unauthorized disclosure of confidential information.
2. To act in such a way as to protect confidential information and as to preclude its unauthorized use.
RESOLUTION OF A DISPUTE
The parties agree in advance that in case of a dispute related to the interpretation of a part of these Terms of Service or of the entire document, the dispute shall be submitted to an adjudicator chosen by both parties, in accordance with clauses 940 and following of the Code of Civil Procedure of Québec, Canada.
GENERAL TERMS AND CONDITIONS
Modification
No modification of the provisions of these Terms of Service is considered valid without the prior written approval of both parties.

Severability
Should a court of competent jurisdiction declare a provision of these Terms of service to be invalid and without effect, such fact shall affect only that provision, and all other provisions shall remain effective and fully enforceable.

Survivorship
The provisions of these Terms of Service about confidentiality and restraint of trade will survive the end of the relationship between ZEROSPAM and the Reseller. The same is true for any provision of these Terms of Service of which law provides the survivorship.

Fortuitous event
None of the parties can be considered in breach of these Terms of Service because of a lack of execution or late execution of their obligations hereby contemplated if this lack of execution or late execution is due to a fortuitous event, namely circumstances beyond this party’s control, which could not have reasonably been foreseen or precluded.