WINWEB MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”) sets out the basic commercial terms agreed between WinWeb International Limited (“WinWeb”) and Authorised Reseller upon which they will work towards drafting a Marketing Agreement at the earliest opportunity.
1. WinWeb to grant to the Reseller a non-exclusive and non-transferable right to market, advertise and promote the WinWeb Applications online subscription services (Products) under WinWeb’s trade marks with a view to procuring sales transactions between WinWeb and Customers.
2. The Reseller will use its best endeavours to market, promote and advertise the WinWeb Applications upon terms to be agreed between the Reseller and WinWeb, which will include but not be limited to the examples set out in Schedule 1.
3. In consideration of the Reseller performing its obligations under the Agreement, WinWeb shall pay to the Reseller commission payments of twenty (20) percent of the Net Revenue. The Reseller shall be paid commission on transactions which are, demonstrably, in the opinion of WinWeb, as a result of the Reseller’s marketing actions. The Reseller shall not be entitled to any payments from WinWeb other than the commission payments. All expenses incurred by the Reseller in its business operations and in complying with its obligations under this Agreement are the sole responsibility of the Reseller. WinWeb may in its absolute discretion reject any potential Customer or repeat order from an existing Customer, for any reason. Where a Customer obtains a refund from WinWeb in respect of the Products, WinWeb may deduct the commission already paid from subsequent commission payments to the Reseller, or, on termination, require reimbursement by the Reseller, save where WinWeb is to blame for the refund. After termination of the Agreement the Reseller shall not be entitled to commission on any future Customer Products payment.
4. Following the execution of this MOU, WinWeb shall promptly assign the Reseller a temporary PID tracking number and a temporary Products sales image for placement on the Reseller’s website. The temporary PID will be used to track Customers originating from the Reseller’s website. For email referral leads, the reseller shall provide WinWeb with a list of authorised email addresses that will be used to send referral emails. Only authorised email addresses will be allocated to the Reseller’s PID.
5. WinWeb grants to the Reseller the non-exclusive and non-transferrable right to use the WinWeb trade marks and logo to enable the Reseller to carry out its obligations under the Agreement in connection with the marketing and promotion of the Products in accordance with the Agreement. The Reseller shall not use the WinWeb trade marks or logo other than for the purposes of the Agreement and all rights in the WinWeb trade marks and logo and all goodwill associated therewith, shall remain at all times the sole property of WinWeb. The Reseller shall comply with such guidelines relating to the use of the WinWeb trade marks and logo as WinWeb may issue from time to time.
6. The Reseller acknowledges that any and all Intellectual Property Rights in, to and/or in respect of the Products and any materials or equipment supplied to the Reseller by WinWeb are and shall remain the property of WinWeb (or its relevant licensors). The Reseller undertakes not to take any action which might invalidate the title of WinWeb to the foregoing Intellectual Property Rights. Any goodwill arising from the use of such rights shall accrue to WinWeb.
7. Nothing in the Agreement shall exclude or limit either party's liability for fraud and/or death or personal injury arising from that party's negligence or that of its employees or agents.
8. Subject only to Clause 7, WinWeb’s aggregate liability in relation to this Agreement whether arising from its breach of contract, negligence or otherwise, shall not in any year exceed the sum of GBP £10,000 but in any event WinWeb’s aggregate liability shall not in total exceed a sum equivalent to the total amount of the commission payable by WinWeb to the Agent in respect of the first twelve months of this Agreement
9. WinWeb shall not be liable to the Reseller for any loss of profits, goodwill, business or revenue or any type of special, indirect or consequential loss of any nature whatsoever (including loss or damages suffered as a result of an action brought by a third party) howsoever arising and such liability is hereby excluded to the fullest extent permitted by law.
10. The Reseller hereby agrees to indemnify WinWeb and keep it fully indemnified from and against any and all costs, damages, losses, liabilities and expenses (including without limitation any legal fees and expenses) which may be suffered or incurred by WinWeb arising out of or in connection with any breach by the Reseller of any of its obligations and/or warranties under the Agreement or the Reseller's negligence or wilful misconduct.
11. Term & Termination – This MOU shall be superseded and replaced by an Agreement within 3 months. This MOU may be terminated by either party upon thirty(30) days notice or immediately for material breach.
12. This MOU shall be governed by and construed in accordance with English Law and the parties hereto submit to the exclusive jurisdiction of the English courts.