Master Reseller Terms and Agreement

This Master Reseller Agreement ("Agreement") is made and entered into as of June 1, 2024 by and between Selling With Confidence (“SWC”) a Florida corporation, with its principal office at 51 NW 26th Street Miami FL 33127 ("Supplier"), and the purchaser of the master reseller rights whether purchased directly from SWC or from another Master Reseller ("Master Reseller").

1. Definitions

1.1. Products: The goods or services offered by the Supplier that the Master Reseller is authorized to sell.

1.2. Sub-Resellers: Entities authorized by the Master Reseller to sell the Products.

1.3. Territory: The geographical area within which the Master Reseller is authorized to sell the Products, specifically the state of Florida.

2. Appointment and Acceptance

2.1. Appointment: Supplier appoints Master Reseller as its non-exclusive master reseller to market, promote, and sell the Products in the Territory.

2.2. Acceptance: Master Reseller accepts the appointment and agrees to abide by the terms and conditions set forth in this Agreement.

3. Responsibilities of Master Reseller

3.1. Marketing and Sales: Master Reseller shall use its best efforts to market and sell the Products within the Territory.

3.2. Training and Support: Master Reseller shall provide necessary training and support to its Sub-Resellers.

3.3. Compliance: Master Reseller shall comply with all applicable laws and regulations in the Territory.

3.4. Reporting: Master Reseller shall provide Supplier with regular reports on sales activities and market conditions.

4. Responsibilities of Supplier

4.1. Product Availability: Supplier shall ensure that the Products are available for purchase by the Master Reseller.

4.2. Support: Supplier shall provide Master Reseller with marketing materials, training, and support as reasonably necessary.

4.3. Pricing and Payment: Supplier shall set the wholesale prices for the Products and provide the Master Reseller with a schedule of such prices. The product may not be sold for less than $595.00. Nor may the master reseller offer rebates or discounts on the $595 price point.

5. Intellectual Property

5.1. License: Supplier grants Master Reseller a non-exclusive, non-transferable license to use Supplier's trademarks, trade names, and logos in connection with the marketing and sale of the Products.

5.2. Protection: Master Reseller shall not infringe upon, dilute, or otherwise harm the intellectual property rights of the Supplier.

6. Confidentiality

6.1. Definition: "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential."

6.2. Obligations: Both parties agree to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the other party.

7. Term and Termination

7.1. Term: This Agreement shall commence on the Effective Date and continue for a period of [Specify Duration], unless terminated earlier as provided herein.

7.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.

7.3. Termination for Convenience: Either party may terminate this Agreement for any reason upon 30 days' prior written notice to the other party.

8. Indemnification

8.1. By Master Reseller: Master Reseller agrees to indemnify, defend, and hold harmless Supplier from any claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with Master Reseller's performance under this Agreement.

8.2. By Supplier: Supplier agrees to indemnify, defend, and hold harmless Master Reseller from any claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with Supplier's performance under this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

10. Miscellaneous

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

10.2. Amendments: This Agreement may be amended only by a written agreement signed by both parties.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Master Reseller Agreement as of June 1, 2024.

Selling With Confidence By:Stephanie Agramonte & Sabrina Diaz Collectively Known as “SWC”

Terms and Conditions for Profit Pathways - Master Resell Rights

Effective Date: [AUG.8/2023]

These Terms and Conditions ("Terms") govern your use of the Profit Pathways website and services ("Services"), including the purchase and use of digital courses with master resell rights, provided by [Your Company Name] ("Profit Pathways," "we," "us," or "our"). By accessing or using our Services, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, please do not use our Services.

Use of Master Resell Rights Products

1.1 Grant of License: Please See license agreement.

1.2 Restrictions: You may not transfer, sublicense, distribute, or assign your rights granted under this license to any third party. You may not claim ownership of the original Product or represent yourself as the original creator.

1.3 Resale Rights: You may resell the Product to your customers, granting them personal use rights or resell rights as outlined in the Product license. Your customers' rights and obligations must align with the terms specified in the Product license.

Intellectual Property

2.1 Ownership: All intellectual property rights, including copyrights and trademarks, in the original Product and any associated materials are retained by Profit Pathways or its licensors.

2.2 Modifications: You may modify the Product to suit your branding and business needs, but any modifications shall not infringe upon the intellectual property rights of Profit Pathways or its licensors.

Payment and Refunds

3.1 Payment: When you purchase a digital course with master resell rights through our Services, you agree to pay the specified fees. Payments are processed through secure third-party payment processors.

3.2 Refunds: No Refunds will be given for digital products.

Disclaimer of Warranties

Our Services and master resell rights products are provided "as is" and "as available." We make no warranties or representations, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

Limitation of Liability

To the maximum extent permitted by applicable law, Profit Pathways and its affiliates, partners, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising from the purchase or use of master resell rights products.

Indemnification

You agree to indemnify and hold harmless Profit Pathways and its affiliates, partners, directors, employees, and agents from any claims, liabilities, damages, expenses, or costs arising from your use of our Services, your violation of these Terms, your violation of any rights of another person or entity, or your resale of master resell rights products.

Changes to Terms

We reserve the right to update or modify these Terms at any time. Any changes will be effective upon posting the revised Terms on our website. Your continued use of our Services after the posting of any changes constitutes your acceptance of the modified Terms.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles.

Contact Us

If you have any questions or concerns about these Terms, please contact us at:

Email:Profitpathways.net@gmail.com

Last updated: [Aug.8/2023]