RocketLife Production Network
Private-Label Reseller Service Agreement

The following sets forth the terms of this RocketLife Production Network Private-Label Reseller Service Agreement (“Agreement”) for the services provided to you the reseller (“You”) and to your end-user customers (“Customers”).  This Agreement may be updated by RocketLife Inc. (”RocketLife”)  from time to time with reasonable notice.  You can review the most current version of the Agreement at any time by accessing the RocketLife Reseller administration web site for your account (“Admin Site”).  In addition to being bound by all terms and conditions of this Agreement, you and your Customers must comply with any posted guidelines and rules at the RocketLife  End-User web site pages (“End-User Site”) associated with your reseller account, applicable to the services being used.  These guidelines and rules may be posted and revised by us from time to time on the Admin Site and upon installation of the end-user product creation software.  You are expected to read and comply with the terms and conditions set forth in this Agreement, in addition to any terms and conditions which may be posted with respect to any of our services on the End-User Site.

We provide (or in the future may provide) users with an extensive range of services and access to numerous resources including communication tools; shopping services; personalized content; product content editing and hosting; file transfer; internetworking; technical support, troubleshooting, and such other and further services that may be added from time to time (the “Services”). 

End-User Terms of Acceptable Use

We currently offer re-branded service pages at the Admin Site that allow you to offer our services to your Customers under your own business name and branded logos.  When our services are made available to your Customers via website links, via e-mail or via any other forwarding mechanism, we will require that they agree to our End-User Terms of Acceptable Use, as in effect and modified by us from time to time, before installing and using our software to create and order products on the End-User Site. 

Should you choose to use our Services directly for your own production projects or for the production of products for eventual resale, you are acting as an end-user and will therefore be required to agree to the End-User Terms of Acceptable Use as well. 

Limited Use of Services

The Services on the Admin Site are only to be accessed and used by those persons authorized under the terms and conditions of this Agreement.  Other than as expressly permitted herein, you agree not to reproduce, duplicate, copy, sell, resell, rent, timeshare or otherwise exploit for commercial purposes, any portion of the Services, use of the Services or access to the Services.

Termination and Fee Assessment Rights

We may terminate your or your Customer’s access to any of the Services or Products (as defined below) at any time, in our sole discretion.  We have the right to charge an individual or organization for Services rendered if we determine that the individual or organization has knowingly used the Services without payment and without our express permission.  This charge may include, but is not limited to, fees for network bandwidth, system usage, disk storage, employee compensation to investigate or intervene, and any associated downtime caused by unauthorized use of our Services.

Reseller Business Service Policies

General

We may increase prices and add or delete Service offerings to or from the Services with reasonable notice to you via the e-mail address you supply to us when establishing or updating your RocketLife Reseller account (“Account”) information on the Admin Site. Our prices may vary. You acknowledge and agree that we have no responsibility or liability for the deletion or failure to store any photos, images, text, music or other content maintained or transmitted by the Services other then the refund of applicable charges to the end-user should their order be cancelled. You acknowledge and agree that we reserve the right to remove any files that are inactive for an extended period of time, but have no obligation to do so. You further acknowledge and agree that we reserve the right to change these general practices and limits at any time, in our sole discretion, with reasonable notice to you.

File Storage Limitations

You acknowledge and agree that we may establish general principles and limits concerning use of the Services, including without limitation the maximum number of days that Products, files or other postings will be retained at a site, the maximum size of any Product or file that may be sent from or received by a user account, the maximum amount of disk space that will be allotted to each account on our servers and the maximum number of times (and the maximum duration for which) you and each Customer may access the Services and Products in a given period of time.

Account Sign-In Identification

We require that you provide a valid e-mail address when establishing and updating your Account.  We will use this address to contact you with necessary information and notices about your Account. You are solely responsible for creating a secure Login ID and password when you establish your Account, and for periodically changing this password via the “Account Management” pages, as necessary to maintain Account security.  You agree to keep your password private, as it will permit the alteration of the payment address (“Business Payment Address”) to which we send any sales commission, as described below, (“Sales Commission”) that you may be entitled to receive under the terms of this Agreement and other critical Account information.

Setting of Retail Prices and Sales Commissions

You are solely responsible for setting the retail prices that will be offered on the re-branded products and services that you purchase from us and sell under the terms of this Agreement (“Products”), using  the Account management pages on the Admin Site.  These retail prices will be used  to determine the Sales Commissions that we will pay to you for each Product sold, as described below.  Unless you change them manually, these prices automatically default to our “Manufacturer’s Suggested Retail Price (MSRP)” for each Product offered, as set forth at this Site. The retail price for each Product offered cannot be set below the wholesale price to you.

Sales Commission Payments

We will send a check to the Business Payment Address listed in your account by the 20th of the month, for sales from the prior month if the commission payment for that month is at least $50 .  If the commission payable is less than $50.00 in any given month, commissions will accrue until the total reaches $50.00 or for a maximum of 3 months whichever comes first. You will receive a Commission payment for each qualifying product sold, calculated based on the total invoice amount, minus the wholesale price to you for each product, applicable bank fees associated with the credit card transaction, and applicable taxes and shipping fees.

Business Payment Address and Contact Information

You are responsible for maintaining your updated and complete Business Payment Address using the “Account Management” pages offered on our Admin Site.  Your Commission payments will be sent to this Business Payment Address.  You are also responsible for maintaining your updated and complete contact information so that we may contact you regarding any issues that may arise regarding your Account or other matters that may arise.

Web Page Private-Label Re-Branded Services

You are responsible for uploading the web banner logo artwork image that will be used on all End-User Site web service pages, product catalog and creation software that we generate for you to offer to your Customers.  We have no responsibility for the logo image that you choose to upload.  Subject to the foregoing, your images must comply with all applicable laws and regulations, the terms of this Agreement, and the guidelines and rules posted at the Admin Site.  We reserve the right, but assume no obligation, to remove any offensive content from any pages or product creation software that we host for you.

Product Private-Label Re-Branded Services

You are responsible for uploading your print logo artwork image that will be printed on the Products that we produce for your Customers.  We are not responsible for the logo artwork images that you choose to upload, but reserve the right, without assuming any obligation, to remove offensive content.

Links

The Services provide you with the ability to establish a home link to return your customers to your own web site(s), which you are responsible for maintaining. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

LIMITATION OF LIABILITY

IN NO EVENT WILL ROCKETLIFE OR OUR AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES OR LIABILITIES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR LIABILITIES, IN CONNECTION WITH USE OF THE ADMIN SITE OR END-USER SITE AND THE SERVICES OR PRODUCTS OR YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE ADMIN SITE OR END-USER SITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.  THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED HEREIN.  SOME JURISDICTIONS PROHIBIT EXCLUSIONS OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.  ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, NOT PERMITTED BY APPLICABLE LAW.

NO WARRANTY

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN US AND A THIRD PARTY WITH RESPECT TO SUCH PARTY’S MATERIALS OR SERVICES, THE ADMIN SITE AND END-USER SITE (“THE SITES”) AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THE SITES , ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES, PRODUCTS OR MATERIALS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, PRODUCTS AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FOR THE USE OF THE SERVICES, PRODUCTS OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU OR YOUR CUSTOMERS THROUGH THE END-USER SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICES, PRODUCTS OR MATERIALS OBTAINED FROM OR USED THROUGH THE SITES, OR ANY DEFECTS IN THE SITES, SERVICES, PRODUCTS OR MATERIALS WILL BE CORRECTED.

THE SITES AND THE SERVICES, PRODUCTS AND MATERIALS COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR OTHER TYPOGRAPHICAL ERRORS.  WE MAY MAKE CHANGES TO THE SITES, THE SERVICES, PRODUCTS AND MATERIALS AT ANY TIME WITHOUT NOTICE.  WE DO NOT MAKE ANY COMMITMENT TO UPDATE THE SITES AND THE PRODUCTS, SERVICES OR MATERIALS IN THE EVENT THEY ARE OUT OF DATE.

YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY CONTENT, PRODUCTS OR SERVICES OFFERED BY YOU OR ANY THIRD PARTIES THROUGH USE OF THE SERVICES, (II) WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR CONTENT, PRODUCTS OR SERVICES, (III) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK, AND (IV) WE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONTENT, PRODUCTS OR SERVICES OFFERED BY YOU OR ANY THIRD PARTIES.

THE USE OF THE SERVICES OR PRODUCTS OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS THROUGH THE SITES IS DONE AT YOUR AND YOUR CUSTOMERS’ OWN DISCRETION AND RISK AND WITH THE AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES.  WE ASSUME NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO ANY COMPUTER FROM THE SITES OR IN CONNECTION WITH THE SERVICES, PRODUCTS OR MATERIALS OFFERED THROUGH THE SITES.  NO SOURCE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT, AND ONLY TO THE EXTENT, NOT PERMITTED BY APPLICABLE LAW.

Copyright

RocketLife owns the Copyright in The Sites, the pages, the screens displaying the pages and in the information, materials and other content contained in The Sites, and any and all Software, content or Products downloaded by you from The Sites unless otherwise indicated, and all rights are protected by U.S. and international copyright laws and treaties.  The information, materials and other content of The Sites may not be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without RocketLife's express written consent, which shall be in its sole discretion.

Trademarks

Unless otherwise stated, You own the trademark to the business or service brands used in the website and print logos that you upload using the applicable “Account Management” pages, and RocketLife owns the trademarks RocketLife, RocketEngine, the RocketLife Powered logo, and other logos, trade names and trademarks shown on this Site and the re-branded pages that we generate for you.  Other product and names and logos mentioned or used on the Site are the trademarks of their respective owners.

Use of RocketLife Software

RocketLife grants to you and to each Customer that visits the End-User Site a limited and nonexclusive license to install and use the RocketLife Software (including any software from third-party vendors that we distribute) in object code format, its associated documentation, and any updates thereto ("Software") in order to access and utilize the Services and for no other purpose.  RocketLife may modify the Software at any time, for any reason, and without providing notice of such modification to you or your Customer other than the “Software Update Installation” notification page that allows the installation of the Software update.

The RocketLife Software is RocketLife's confidential and proprietary information and it embodies trade secrets and intellectual property rights protected under United States copyright laws, other laws, and international treaty provisions.  All rights, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain RocketLife property.  By installing the Software on a computer, you and your Customers agree to the terms and conditions hereof.  In addition you and your Customers agree not to translate, decompile or reverse engineer the Software or any part thereof. 

Cookies

A cookie is a piece of data stored on the user’s hard drive that contains information about a user for a particular site.  We use cookies to track your visit and ultimately improve the Site.  Most browsers are initially set to accept cookies.  If you do not want to automatically accept cookies, you can set your browser to notify you when you receive cookies and you can then decide whether or not to accept it.

Privacy Policy

We take seriously the issue of safeguarding your privacy and confidentiality and that of your Customers and our Site visitors.  We restrict access to personal information of you, your Customers and our visitors to our employees who need access to the information and who have signed confidentiality agreements.  We do not release confidential or personally identifiable information about you, our visitors or Customers to third parties without their permission, except as otherwise required by law.

We review our privacy policy from time to time, and all privacy policies are subject to change.  The date appearing at the bottom of this Agreement will indicate the last date on which changes were made.  We recommend that you periodically review the current Privacy Policy available on the Admin Site to ensure continuing familiarity with the most current version of our privacy policy.

The information you provide us may also be used to keep you informed about Product and Service upgrades, special offers, and other Products and Services as they become available. 

The personal information you provide to us when registering online is classified as “Registration Information”. Your access to your Registration Information is available through a user name and password selected by you.  We recommend that you do not divulge your password to anyone.  Registration Information resides on a secure server and is only accessible to selected personnel and contractors.

You have the right to access and correct your personal information and privacy preferences at any time through the Site.

To contact us about website privacy issues, to report a violation of our privacy policy, or to raise any other issue, send email to:

Indemnification

You agree to indemnify, defend and hold us, our parents, subsidiaries, affiliates, officers, directors, employees and agents, harmless from any claim, suit, demand, cost or expense (including reasonable attorney's fees) due to or arising out of (i) the Services and/or Products or your Customer’s use of the Services and/or Products, z(ii) any violation of the terms, conditions and policies set forth herein, or (iii) any violation of any rights of another.

Export Control Laws and Regulations

The export and re-export of our Software, Products or Services are controlled by the Unites States Export Administration Regulations, and such Software, Products or Services may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States embargoes goods.  In addition, our Software, Products or Services may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

By downloading our Software or otherwise obtaining our Products or Services, you are certifying that neither you not any of your Customers are a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any country to which the United States embargoes goods, and are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

This Agreement constitutes the entire agreement between us and governs your use of the Products, Services and Software, superseding any prior agreements between us. This Agreement and the relationship between us shall be governed by the laws of the State of California without regard to its conflict of law provisions.  You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Sacramento, California.  Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Products, Services, Software or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Questions or comments

Send email to:

Last revision date: 6/23/2009