- Execution of the Agreement. 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.
- Links. 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.
- Reseller agrees to use TBA’ services to provide incorporation, formation and related services to Reseller’s customers pursuant to the terms and conditions of this Agreement.
- Independent Business. This Agreement will not in any way create the relationship of principal and agent or employer and employee between TBA and Reseller. In performing their respective duties under this Agreement, both Reseller and TBA will be independent contractors. Reseller will assume and pay all costs incurred in connection with its solicitation of orders for TBA’ services pursuant to this Agreement, including, but not limited to, salaries, commissions and expenses of any sales personnel hired by Reseller and all office and other overhead expenses. Reseller will perform the duties required by this Agreement pursuant only to the authority granted and the restrictions imposed by this Agreement, and Reseller will have no authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of TBA. Reseller will at no time make any representations or hold itself out to the public as having such authority.
- The term of this Agreement shall commence on the date we accept your application into the Reseller Program and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You will only receive the applicable discount on orders TBA receives during the term of this Agreement. Notwithstanding any other provisions of this paragraph, this Agreement shall terminate automatically in the event of either party’s bankruptcy, insolvency or assignment for the benefit of creditors, and either party may terminate this Agreement effective immediately upon notice to the other party in the event of the conviction of, or commission by, the other party or any principal, officer, shareholder, member, manager, employee, agent or any partner of the other party of any crime which may adversely affect the goodwill or reputation of TBA or Reseller. All accounts that have been inactive for 24 months will be terminated. Additionally, we may terminate this Agreement effective immediately if you use TBA’ name, logo, or graphics or include a link to the TBA’ website in any form of unsolicited communication such as spam.
- Reseller is entitled to receive a discount on TBA’ services based on the Net Revenue (as defined below) of the Paid Orders (as defined below) it places with TBA. For purposes of this Agreement, “Net Revenue” means the total amount of an order less state and/or county filing fees and discounts, less any returns or chargebacks TBA incurs on any order from Reseller. Third party costs, mail forwarding, and banking services are excluded from receiving commissions. For purposes of this Agreement, “Paid Orders” means as any orders on which payment has been received by TBA and processed.
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.
- TBA will provide you with a unique link for accessing TBA’ website and order forms online. Such link will recognize a partner code assigned by TBA to you and will apply the applicable discount automatically to Reseller’s orders, where applicable. If you place an order by phone with an Incorporation Specialist, you must specify and provide your Reseller partner code in order to have the applicable discount applied to the order.
- TBA will be responsible for completing incorporation, formation and other state filings and providing ancillary products and services to Reseller as ordered. TBA will appear as the incorporator/organizer on the incorporation/formation or foreign qualification documents for Reseller’s customers. TBA will appear as the registered agent on the incorporation/formation or foreign qualification documents in cases where TBA is selected as registered agent. Reseller shall be responsible for all aspects of customer service for its customers relating to TBA’ services. TBA will ship all completed filings and products to Reseller or Reseller’s customers depending on Reseller’s preferences indicated in the Reseller Application; provided that all registered agent communications will be directly with the customers as required by law. If TBA ships to Reseller, Reseller will then ship all materials directly to its customers. All TBA rules, prices, policies and operating procedures will apply to sales made under this Agreement. TBA expressly reserves the right to add to, delete or modify its services and prices at any time. TBA expressly reserves the right to reject any order that does not comply with any of its requirements.
- Your Obligations. 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.