Reseller Program Terms

The Reseller Program allows you to distribute certain Auvik products and services (“Services”) to your customers in conjunction with Auvik, by submitting such customer’s information to us through the Partner Portal. Acting as a reseller, you would purchase the Services from us, at the price set forth in the Program Materials or otherwise agreed upon between you and Auvik, and you would be responsible for billing and collecting payment from your customer. The customer relationship relating to the Services would be jointly managed by you and Auvik, based on the customer issue.

Reseller License Grant

Subject to these terms and conditions and the Program documentation, we hereby grant you a personal, non-exclusive, revocable, non-transferable license to promote, market, resell and sublicense the Services and applicable documentation as follows:

  1. You may only resell Services to individuals or companies who are end-users – that is, they are using the Services in the regular course of their business or for personal use, in accordance with the applicable Auvik user documentation, and not for the purposes of development for commercial resale or further distribution of the Services, including without limitation by resale or sublicensing, or for the purposes of providing services to third parties using the Services (“Customers”). For greater certainty, you shall not have the right to provide the Services to any third party with the intent or authorization that such third party will further sell, lease, sublicense or otherwise provide the Services to other third parties.
  2. You may only resell Services to Customers for which you have provided us with complete information through the Partner Portal, including by following the account registration and/or lead management requirements set forth in the Partner Portal.
  3. Your resale of Services is subject to the pricing parameters agreed upon in writing between you and Auvik; where no specific pricing agreement is entered into between you and Auvik, the pricing parameters (including any discount available to you) shall be as set forth herein and/or in the Program Materials.
  4. Your resale of the Services must require the Customer to agree to the terms of Auvik’s standard agreements applicable to Customers’ use of the Services, as may be modified by Auvik from time to time and made available to you or the customer (the “Terms of Service”), and where you are the party entering into Terms of Service with the Customer, as opposed to the Customer directly agreeing to Auvik’s Terms of Service, Auvik must be a beneficiary thereto. You may not, whether in a license agreement for your own products and services or otherwise, in any way negate or override any terms and conditions of the protection afforded to Auvik by the Terms of Service.
  5. You may not cancel any sale that has been accepted by Auvik without the consent of Auvik.
  6. Nothing herein shall be construed as granting you any exclusive rights to promote, market or resell the Services in the Territory or otherwise.
  7. Auvik is not obligated to accept any returns of Services or offer refunds for Services except as explicitly set forth in the Terms of Service. You will be responsible for informing Customers who have accepted delivery of Services that no returns or refunds relating to Services are available other than as set out in the warranty section of the Terms of Service. If you accept any such returns or provide such refunds, Auvik will have no liability whatsoever respecting such returns or refunds, and you will indemnify Auvik against any claims, damages, costs, expenses, or other amounts payable respecting such returns or refunds.
  8. Auvik may at any time (without prior notice and without liability or obligation to you) update, upgrade, limit, restrict, change, or discontinue the Services, including by amendment of its standard price list.
  9. Nothing herein transfers any intellectual property right in the Services, or to any other Auvik products or services, to you, your customer, or any Customer, and Auvik retains full ownership, right, title and interest thereof. Customer information shall be considered to be jointly owned by you and Auvik, subject to applicable privacy legislation.
  10. You may only use, reproduce, perform and display any Program Materials (and any Auvik trademarks attached thereto) to the limited extent necessary to exercise your Reseller Program rights described in these terms and conditions and the Program Materials.

Marketing Obligations

You shall be solely responsible for all promotion, marketing, distribution and sublicensing activities undertaken pursuant to your participation in the Reseller Program, including all expenses thereof, unless otherwise expressly agreed upon in writing between you and Auvik. In promoting, marketing, distributing and sublicensing the Services, you represent and warrant that you shall:

  1. use best efforts to successfully and effectively promote, market, and resell the Services, in a manner that reflects favourably on Auvik’s Services and reputation, at all times;
  2. not engage in deceptive, misleading, illegal or unethical practices that might reasonably be detrimental to Auvik or any Auvik products or services, including the Services;
  3. not make any representations, warranties or guarantees about Auvik, or any Auvik products or services, including the Services and the operation of the Services, unless expressly authorized in writing by Auvik, and specifically shall in no event make any representations, guarantees or warranties to any third party, including Customers, that are inconsistent with or unsupported by the documentation or the Terms of Service, including any warranties or disclaimers contained therein; and
  4. promptly notify Auvik and reasonably assist Auvik to enforce its rights if you become aware of any activities by any third party contrary to these terms and conditions or the Terms of Service.

Auvik Obligations

Auvik will provision the Services that you have resold to Customers in accordance with Auvik’s standard practices and timelines, or as otherwise expressly agreed upon between you and Auvik. Support and training respecting the Services will be provided to you and/or Customers, as applicable, in accordance with our then-current policies or as otherwise expressly agreed upon in writing with you.

Customer Inquiries

In the event that a Customer encounters issues with the Services or requires instruction, training or other aid respecting the Services, you shall direct all such queries to Auvik for direct response and shall not make any attempt to answer such queries on behalf of Auvik unless Auvik explicitly provides prior written approval for your representation of Auvik in such queries.

Payment Terms

Auvik will sell you the Services at a discount from its standard list prices for services available for purchase and resale by resellers (the “Standard Price List”) as set forth in the Program Materials or as otherwise expressly agreed upon in writing between you and Auvik. All payments are due in accordance with Auvik’s then current invoicing policies, in full and without abatement, reduction or offset, and you shall be solely responsible for collecting all payments from Customers (including any shipping charges, as applicable).

Payment terms are thirty (30) days from the invoice date or as otherwise expressly agreed upon in writing between you and Auvik. Interest on all outstanding amounts will be charged at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment. Accepted payment methods are credit card, wire transfer, ACH, and check. For payment by credit card, you hereby authorize us or our agents to automatically charge the card for invoiced amounts when due.

You are responsible for providing complete and accurate credit card, billing and contact information to us and notifying us of any changes to such information. If you fail to make any payments by the due date, we may do any or all the following:

  • hold all pending orders or suspend further access to the Program Portal until we receive all payments due hereunder,
  • charge interest on the unpaid balance from the date it was past due until the date it is paid in full, at an interest rate of 1.5% per month or the maximum rate allowable by applicable law, whichever is less, and/or
  • terminate your participation in the Program and these terms and conditions

You are responsible for and shall pay all taxes relating to amounts payable respecting the Program and Services, other than taxes due on Auvik’s net income. Unless otherwise indicated, all amounts payable by you are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction. If you are required to withhold any taxes from payments owed hereunder, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to us shall equal the amount invoiced or otherwise due.

The Standard Price List does not include taxes, is posted on the Program Portal, and may be modified by us from time to time upon reasonable notice to you.

All fees and amounts charged by you to Customers for the Services and all payment terms as between you and Customers will be determined solely by you, and you have the full discretion to negotiate such terms.

We will have no authority or responsibility for billing or collecting such fees or amounts from Customers. You will bear all risk of non-payment by Customers, and you are solely responsible for your own costs and expenses. With thirty (30) days prior notice to us, you may terminate an order and the associated Customer subscription for non-payment by a Customer, as further set forth in the Reseller Program Guide. For greater certainty, you are not entitled to any refunds from us due to non-payment by a Customer.

If we adopt a minimum advertised pricing policy (“MAPP“) for any Services, then we will notify you (including by email or the Partner Portal). You will (a) comply with any such MAPP and (b) not advertise the relevant Services at prices less than such MAPP. Failure to comply with any MAPP is cause for termination of your participation in the Program and these terms and conditions by Auvik.