You agree to market and promote the software to end users in accordance with the terms of this Agreement. This Agreement is not exclusive to you, and magayo reserves the unrestricted rights to sell, license, market and distribute or to grant to others the rights to sell, license, market and distribute the software anywhere in the world.
Nothing contained in this Agreement shall constitute, be deemed to create, or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute, be deemed to create, or imply a joint venture or partnership between the parties.
Neither party shall have the authority to act for or on behalf of the other, except as expressly provided for in this Agreement. Each party acknowledges and agrees that it is not authorized to bind the other party to any contract or agreement of any nature whatsoever.
You shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
You shall not claim to be an appointed magayo representative, nor employee or contractor of any kind, and shall make it clear to your customers, partners and business propects that you are only a sales promoter who is promoting, marketing and selling our lottery software.
We are the sole and exclusive owners of all Intellectual Property Rights (“IPRs”) in our website (magayo.com) and our software products including, but not limited to, all code, text, sound, video, graphics, photographs and other images that form a part of our website and our software products.
We shall also be the sole and exclusive owners of all IPRs which may subsist in any supporting documentation which shall include, but not be limited to, documents, presentations and any supporting documentation and marketing materials.
We shall be the sole and exclusive owners of all IPRs which may subsist in all future updates, additions and alterations to our website and our software products, including any supporting documentation and marketing materials.
You hereby agree not to create or copy or attempt to create or copy by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, or organization of our software products, or any part thereof, or to aid or to permit others to do so.
You also agree not to remove any product identification or notices of any proprietary or copyright restrictions from any of our product or any product support material.
You also agree not to copy the software, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of our software in any other software program.
You will comply with, and shall be solely responsible for complying with, all applicable state, federal and country laws and regulations, including but not limited to environmental laws and regulations, while performing your responsibilities hereunder as well as those applicable to the marketing and resale of our software products. You shall bear all expenses and costs related to compliance with any laws and/or regulations.
You shall also comply with all applicable state, federal and country laws related to the use of unsolicited email or spam. You shall comply with all applicable privacy and data protection laws for the collection, use, and disclosure of personal information about individuals.
You hereby agree that you shall not sell or otherwise make available our software products via any online auction websites or third-party online marketplaces (for example but not limited to e-Bay or Amazon) throughout the duration of this Agreement.
You agree that you shall not list our software products in any software download websites (for example but not limited to CNET Download.com, Softonic or Tucows Download).
You will ensure compliance in full with the entirety of all of the provisions of this Agreement.
You will conduct business in a manner that reflects favorably at all times on our software products and the good name, goodwill and reputation of magayo.
We will provide you with soft copies of our marketing materials and flyers which you can print and distribute. You are not allowed to modify the marketing materials and flyers.
If you require the materials in your local language, you can provide the translated text to us and we will make the needed modifications.
We reserve the right to alter our end-user product pricing and your commission structure at any time in accordance with our own policies and we will inform you seven (7) days in advance.
You will be paid via PayPal in the last week of every month for your commissions in the previous month.
You agree to translate your customer's queries in your local language to English and our responses to your customer from English to your local language on an ad-hoc and need-to basis. You shall translate within 1 business day upon our requests.
Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and may be sent by email to the other Party’s registered email address.
You agree that you will use the same care and discretion to avoid disclosure, publication or dissemination of magayo's confidential information.
You shall bear and be responsible for the payment of all taxes, fees, or duties which become due with regard to the commissions that you earned through the sale of our software products, except for taxes on magayo's income, irrespective of which party may be responsible for reporting or collecting such taxes.
You guarantee that the material on your website does not contain representations of violence, sexually-explicit content or discriminatory statements or representations with respect to race, sex, religion, nationality, disability or sexual orientation, nor is it illegal in any other way.
You guarantee that the material used does not infringe the rights of third parties, especially no patent, authorial, brand or other commercial property rights or general personal rights.
You guarantee that you do not send any e-mail without the express, previous permission of the recipient of the e-mail (spam e-mails).
This Agreement shall begin on the Effective Date and continue until either party provides a prior written thirty (30) days' notice of termination. Effective Date shall mean the date that magayo accepts Promoter's application.
We reserve the right to terminate this Agreement at any time if you have zero (0) sales of our software products in three (3) consecutive months.
We reserve the right to terminate this Agreement at any time if you have committed a material breach of these Terms & Conditions and such breach has remained un-remedied three (3) business days after receiving written notice of that breach.
Upon the termination of the Agreement for any reason, you shall remove the links established under these Terms & Conditions as well as all magayo's branding materials, content, images and relevant brand identifiers and representations within three (3) days after the termination of the Agreement.
We make no warranty or representation that our website, or any products sold will meet your requirements or those of your customers, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.
You shall not make any representation or warranty regarding the software products to any third party.
We make no guarantee of any specific results from the use of our website or our software.
We make no guarantee that our website shall remain functional and accessible to all users of the internet.
We shall not be liable to you or any of your customers for any direct, indirect, incidental, special or consequential damages or losses, including, without limitation, loss of business, loss of profit, business interruptions, loss of programs or other data on your information handling systems or otherwise, arising out of the use or inability to use our website or our products, or delays, non-deliveries or service interruptions caused by magayo, our website or our products even if we have been advised of the possibility of such damages and losses.
You understand that we may modify these terms and conditions at any time by providing you with thirty (30) days’ notice of the change.