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Caspio Bridge Reseller Program Agreement

The Caspio Bridge Reseller Program Agreement (Agreement) comprises the entire agreement between you and Caspio (Caspio). By submitting the online Caspio Bridge Reseller Program application form, you agree to be bound by the terms and conditions outlined in the Caspio Bridge Reseller Program Agreement if accepted into the program by Caspio.

In this Agreement, "we" and "us" means Caspio, and "you" means the reseller participating in the Caspio Bridge Reseller Program.

Enrollment in the Caspio Bridge Reseller Program

To begin the enrollment process, you must submit a properly completed Reseller application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.

Fees

If accepted, at the time of sign up you will be charged a one time, non-refundable, reseller setup fee of US$100.00. Every month your minimum account fee is US$100.00. This fee is waived once you reach Silver or higher level. We charge your filed credit card monthly for all your active accounts, except that new accounts are charged immediately for their initial partial month. You will be charged based on our standard retail monthly fee minus your reseller price discount. You are free to charge your customers any price that you wish.

It is your responsibility to ensure that there is a valid credit card number filed with us at all times. Caspio, Inc. reserves the right to disable your Caspio Bridge account(s) if monthly fees cannot be charged to your filed credit card by the 10th of every month. Past due fees and account re-activation charges may apply.

Discounts

In order to be a Caspio Bridge Reseller, you must sign up a minimum of three accounts. There are three reseller levels - Silver, Gold, or Platinum.

The discount applies to our current pricing as posted on www.caspio.com.

Customer Support

You are responsible for providing first tier support to your customers. Caspio will provide customer and technical support solely to your employees.

Policies and Pricing

All of our rules, policies, and operating procedures regarding customer applications, terms of use, customer service, and sales of our services will apply to Customers who buy Caspio Bridge Services through the Caspio Bridge Reseller Program. If Caspio decides to change any of the price breaks offered to the Reseller, the Reseller will have 30 days to accept or reject the changes. By continuing to use the services, the Reseller agrees to the changes offered by Caspio. If the reseller rejects the changes, the reseller agrees to reject the offer in writing with 30 days notice.

Automatic Termination

This agreement is subject to automatic termination when Reseller becomes inactive. A Reseller is deemed inactive when during any consecutive six months the total monthly fees of the Reseller remain unchanged or decrease. Upon automatic termination of the agreement, Reseller accounts are handled directly by Caspio and no further Reseller discount or commission will apply.

Modification

We reserve the right to change the Terms and Conditions of this Agreement at anytime and at our sole discretion, effective upon making the modified provisions available on the Caspio Web site. You are responsible for regularly reviewing these terms and conditions. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules. If any of these modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program after the posting of any such changes on Our Site shall constitute your consent and binding acceptance of the change. Caspio does not and will not assume any obligation to notify you of any changes to the Terms and Conditions.

Relationship of Parties

You and Caspio are independent contractors, and nothing in this Agreement will create any joint venture, partnership, franchise, agency, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that would reasonably contradict anything in this Article. Caspio reserves the right to use your name, logo, trademark, and trade name in our press releases, on Our Site, and in our marketing collateral.

Usage Rules

You must agree that you ensure yourself and your customers are bound by Caspio Bridge Terms of Service and Privacy Policies. You warrant that you are familiar with these policies and that they are enforceable in your jurisdiction. The latest copy of these policies is posted at www.caspio.com/legal and Caspio reserves the right to modify these agreements at any time.

Limitation of Liability

We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, accounts, disclosure information, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Caspio makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Caspio Bridge Service, or such products or services. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Indemnification

You agree to indemnify, defend and hold harmless Caspio, Inc., its parents, subsidiaries, affiliates, officers, directors, employees, consultants, partners and agents harmless from and against any and all claims, demands, liability, damages costs and expenses (including but not limited to attorneys' fees) arising out of, or related to, your participation in the Caspio Bridge Reseller Program, your violation of this Agreement or any of the terms or conditions herein, or your infringement of any intellectual property right or other right of Caspio or any third party (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or any claim related to Your Site, including, without limitation, content therein not attributable to us. These obligations will survive any termination of your relationship with Caspio or your enrollment in the Caspio Bridge Reseller Program

Notification

All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by delivery service, messenger, or in the United States of America mails, postage prepaid, certified or registered. A return receipt is requested, and addressed as follows:

Caspio
2953 Bunker Hill Lane, Suite 201
Santa Clara, CA 95054 USA
Attention: Caspio Bridge Reseller Program Manager
With Copy to: General Counsel

Compliance with this Agreement

Caspio reserves the express right, under our sole discretion, to monitor Your Site at any time and from time to time to determine whether you are in compliance with the terms of this Agreement or not.

Terms

Either party can terminate this agreement with a 30-day notice. Either party can terminate the agreement immediately for material breach of this contract by the other party. Caspio will continue providing all Caspio Services to all customers referred by the Reseller upon the termination of this agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement shall be construed in accordance with the laws of the State of California.

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