Reseller – Terms & Conditions

By selecting the online acceptance of the terms and conditions of this Agreement, you represent that this Agreement has been validly executed and delivered and constitutes a valid binding obligation against you. You also acknowledge that you have read and understand the terms and conditions of this Agreement and agree to be bound by all its terms and conditions.

To start the enrollment process, you must submit a completed online Reseller application (the “Reseller Program Registration”). We review the application and determine, in our sole discretion, whether to accept or reject you as a Reseller. We will notify you regarding your application in a timely manner (typically 1-2 business days).

Applications not completely filled out with contact name, company name, address, phone number, email address, website and description of your business, will be rejected.

Upon acceptance as a reseller, you will receive a welcome email containing pertinent information regarding your partner account. In this welcome email you will receive a unique URL to use when placing orders with TBA. Your discount is tied to this URL. If you place orders by phone, you will use the partner code provided in the welcome email.

TBA provides a discount on incorporations and related services. TBA does not provide a discount on third party services, or any service which a strategic partner provides. Discounts will not be credited to orders placed prior to TBA receiving the Reseller application. Additionally, TBA shall have the right to change its list prices at any time. Updates will be provided on TBA’ website.

In soliciting orders for TBA’ services under this Agreement, Reseller shall:

• comply with all applicable laws and regulations;
• accurately transmit to TBA the information provided by a customer with respect to any requested incorporation, formation or related service;
• immediately forward to the applicable customer all filings, supplies or other products ordered on behalf of a customer by Reseller;
• not engage in any misleading, fraudulent or deceptive activity;
• not use the trademarks, trade names, service marks or logos of TBA except as expressly authorized by TBA;
• not bid on TBA trademarks or domain names in any pay-per-click search engines. This includes variations, combinations and/or lower case variants of any of these terms with or without the “www” prefix or “.com” suffix;
• not use links, which automatically redirect the user to the TBA website in your search ads. You may not use any upper or lower case variations of TBA.com for any Display or Destination URL listing in paid search campaigns or Cloak or Mask the TBA URL in Search Engines;
• not create, publish, distribute, or permit any written material that makes reference to TBA without first obtaining our written consent; and
• not use TBA’ name, the TBA’ logo, any TBA’ graphics or include a link to the TBA’ website in any form of unsolicited communication, such as but not limited to, unsolicited email (spam).

In providing its services under this Agreement, TBA shall:

• comply with industry standards of providing the incorporation, formation and related services;
• not engage in any misleading, fraudulent or deceptive activity; and
• not use the trademarks, trade names, service marks or logos of Reseller except as expressly authorized by Reseller.

• Survival of obligations: The parties agree that the obligations imposed by paragraphs 11, 12, 13 and 15 will survive the termination of this Agreement.
• Election of remedy and waiver: The exercise of one right or remedy hereunder or at law will not constitute an election or preclude either party from exercising or pursuing all other rights or remedies available to them hereunder or at law. The failure of either party at any time to require performance by the other party of any provision hereof will in no way affect the right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any other provision, or constitute a waiver of the provision itself.
• Assignment, amendment and severability: Neither this Agreement nor any rights hereunder or interest herein may be assigned by either party without the written consent of the other, which consent will not be unreasonably withheld. This Agreement constitutes the entire agreement between the parties and may not be substituted, varied or abridged in any manner, except as provided herein, unless by written amendment executed by an authorized agent or officer of either party. In the event any provision of this Agreement is found to be void or unenforceable, all remaining provisions of this Agreement will remain in full force and effect.
• Governing law and jurisdiction: This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America. The parties hereby submit to the jurisdiction of any state or federal court located in New York. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in New York County and the Southern District of the State of New York, United States of America.
• Notice: All notices under this Agreement shall be in writing (standard mail) and email (when sent by TBA) and shall be deemed sufficient if delivered personally or if addressed to the receiving party if for TBA at 8020 Excelsior Drive, Suite 200, Madison, WI 53717, and if for Reseller to the address and email provided in your Reseller Application or to such other address as such party may designate in writing. Any such notice shall be deemed to have been received by U.S. mail, return receipt requested.