This Reseller Agreement ("Agreement") governs participation in the ixnodes reseller and white-label program operated by Innovatex Digital FZCO (IFZA, Dubai, license no. 49371) ("ixnodes", "we"). It applies in addition to our Terms of Service, Acceptable Use Policy, Fair Usage Policy, and other policies, all of which are incorporated by reference. Where this Agreement conflicts with the Terms of Service specifically in respect of reseller matters, this Agreement prevails. Capitalized terms not defined here have the meaning given in the Terms of Service.
By enrolling as a reseller, you ("Reseller", "you") agree to these terms.
1APPOINTMENT AND RELATIONSHIP
1.1ixnodes grants you a non-exclusive, non-transferable right to resell the Services to your own customers ("End Customers"), subject to this Agreement.
1.2You act as an independent contractor and principal in your dealings with End Customers. Nothing in this Agreement creates a partnership, agency, joint venture, or employment relationship. You have no authority to bind ixnodes.
1.3Your contractual relationship is with your End Customers. ixnodes has no contractual relationship with your End Customers and provides the underlying Services to you.
2WHITE-LABEL USE
2.1Where the program permits white-label resale, you may present the Services under your own brand, subject to any branding rules we provide.
2.2You may not misrepresent the nature, capabilities, or location of the Services, or make commitments (including uptime or support promises) that exceed those we provide to you.
2.3You may not imply that ixnodes is responsible to End Customers or use ixnodes or Innovatex marks except as expressly permitted.
3RESELLER OBLIGATIONS
3.1You are fully responsible for your End Customers, including their compliance with the AUP and Fair Usage Policy, which you must flow down in your own terms.
3.2You must provide first-line support to your End Customers.
3.3You must promptly respond to and action abuse notices relating to your End Customers' use, and you remain responsible to ixnodes for such use.
3.4You must perform appropriate diligence on your End Customers to prevent fraud and abuse, and must not knowingly onboard customers who intend to violate the AUP.
3.5You are responsible for billing, collecting from, and managing your End Customers, and for your own pricing.
3.6You are responsible for compliance with all laws applicable to your business, including consumer protection, tax, and data protection obligations toward your End Customers.
4DATA PROTECTION
4.1As between you and your End Customers, you are responsible for determining your role (controller or processor) and meeting the corresponding obligations.
4.2Our Data Processing Agreement governs ixnodes' processing of personal data on your behalf. You must put in place appropriate data protection terms with your End Customers.
5FEES AND PAYMENT
5.1You pay ixnodes for the Services at the reseller rates in effect, regardless of whether your End Customers pay you. Your inability to collect from an End Customer does not relieve you of payment to ixnodes.
5.2Reseller rates and any program terms may be updated on reasonable notice.
5.3Non-payment may result in suspension or termination of your reseller account and the Services provided to your End Customers.
6ABUSE AND SUSPENSION
6.1We may suspend or terminate any Service, or your entire reseller account, for violations of the AUP, Fair Usage Policy, or this Agreement, including violations by your End Customers.
6.2Where an individual End Customer's Service causes abuse, we may act on that Service specifically; for severe or systemic abuse across your account, we may act on the whole account.
6.3You acknowledge that suspension of your account may affect your End Customers, and you are responsible for managing that impact and any resulting claims.
7INDEMNIFICATION
You will defend, indemnify, and hold harmless ixnodes and Innovatex Digital FZCO from and against any claims, liabilities, damages, losses, and expenses arising out of or relating to: your resale of the Services; your End Customers' use of the Services; your representations to End Customers; and your breach of this Agreement or applicable law.
8LIMITATION OF LIABILITY
The limitations and exclusions of liability in the Terms of Service apply to this Agreement. ixnodes is not liable to you for any loss arising from your relationships with, or claims by, your End Customers.
9TERM AND TERMINATION
9.1This Agreement continues until terminated.
9.2Either party may terminate on notice as provided in the Terms of Service. ixnodes may terminate immediately for breach, abuse, or non-payment.
9.3On termination, your right to resell ceases. You remain liable for amounts owed, and you are responsible for transitioning or notifying your End Customers.
10GENERAL
10.1You may not assign this Agreement without our consent.
10.2This Agreement, with the incorporated policies, is the entire agreement regarding the reseller program.
10.3It is governed by the law and jurisdiction stated in the Terms of Service.