This agreement is submitted by the Applicant that signs up for our services (herein referred to as "you", "your" or "Applicant") to NorthStar Solutions, LLC (herein referred to as "NorthStar" or "NorthStar Solutions"). Upon explicit acceptance by NorthStar, this agreement will be a binding contract (the "Agreement") between NorthStar and the Applicant according to the terms and conditions set forth below.
SERVICES AND FEES
1.1 Basic Services. During the term of this Agreement you will receive the NorthStar services, pursuant to which NorthStar will resell your products and/or services, which may be paid for using credit cards, Paypal, cash, checks, and money orders via NorthStar's e-commerce platform.
1.2 Extended Services. During the term of this Agreement you may receive the extended NorthStar services, pursuant to which NorthStar will provide certain value-added services at no extra charge beyond our usual reseller fees. These may include, upon proper setup in the Control Panel for your goods, the following: on-demand CD-ROM fulfillment services, E-Goods Delivery (ESD), and automated delivery of software unlock codes. NorthStar may also provide high-level technical support to customers to assist them with software installation; to provide assistance in locating complimentary products such as upgrades to your software; or the resending of invoices, unlock codes, download instructions, or like information related to their purchase. NorthStar may escalate any technical support questions which are beyond its level of expertise to ensure customers are assisted to the best extent possible.
1.3 Observance of Policies. NorthStar shall charge reseller fees, herein referred to as the "Fee Schedule". You agree to abide by the Fee Schedule as it is in effect from time to time. If changes to the Fee Schedule occur and impact you, NorthStar will e-mail you using the last known e-mail address provided via NorthStar's online Control Panel. Changes to your Fee Schedule shall be effective on the first day of the month following publication or notice to you unless a different effective date is indicated.
1.4 Payment to Applicant. NorthStar shall send payment to you at least every thirty (30) days for the sum of orders taken for your products and/or services, minus all fees in the Fee Schedule and any other reasonable charges from NorthStar. Payments will be sent to your last known address, as provided via NorthStar's online Control Panel; or via Paypal or wired to a bank account as previously arranged with NorthStar. NorthStar reserves the right to wait until a minimum amount of one hundred (100) dollars is owed to you before payment is made. NorthStar may hold payment for 60 days for one or more payments that, at its sole discretion and in its professional judgement, it deems has a higher risk of resulting in a chargeback. NorthStar shall have the right to deduct or bill you: (i) fees as set forth in the then effective Fee Schedule described on NorthStar's web site at www.nstarsolutions.com and (ii) other usual administrative fees due NorthStar for services or charges beyond usual reseller fees.
1.5 Term. The term of this Agreement shall be indefinite. Either party, however, has the right to terminate the Agreement at any time for any reason by giving notice to the other party via the last known e-mail address for the other party. You agree, upon termination, to immediately cease using the name "NorthStar Solutions", NorthStar's address, NorthStar's telephone number, and all other words or symbols that would indicate to the public that NorthStar should be contacted for anything related to you, your business, or your products and/or services. You agree that NorthStar may delay final payments to you for 60 days to ensure that all administrative fees and potential chargebacks can be applied to your final account balance.
GENERAL RIGHTS AND RESPONSIBILITIES
2.1 Rights of Applicant to Collect Fees. You acknowledge and agree: (i) you shall be solely responsible for ensuring you have sufficient rights to receive all compensation for any products and/or services you represent as its own; and (ii) NorthStar shall not be liable or responsible for any liability, loss, damage, claim or complaint, including reasonable attorneys' fees, arising out of your use, infringement, or exploitation of copyrights, patents, trademarks, trade secrets, or other proprietary rights.
2.2 Taxes, Tariffs and other Assessments Imposed. You acknowledge and agree you are solely responsible to calculate, collect and submit any use tax, sales tax, excise tax, tariff or other assessment (and related interest and penalties) imposed on the fees collected.
2.3 Indemnification. You agree to defend, indemnify and hold NorthStar harmless from and against any claims, demands, liabilities, obligations, costs and expenses of any nature whatsoever (including attorneys' fees) arising out of or based upon: (i) the proper, improper, or negligent use of your products and/or services rendered; (ii) any fees collected for the use of your products and/or services; or (iii) any infringement or exploitation of copyrights, patents, trademarks, trade secrets, or other proprietary rights that you may be charged with. NorthStar reserves the right to charge you for any costs (including attorneys' fees) arising out of or based upon: (i) the proper, improper, or negligent use of your products and/or services rendered; (ii) any fees collected for the use of your products and/or services; or (iii) any infringement or exploitation of copyrights, patents, trademarks, trade secrets, or other proprietary rights that NorthStar may be charged with related to your products and/or services.
2.4 Applicant's Information. You shall ensure all information maintained under the profile section of NorthStar's online Control Panel remains accurate and current. This includes, but is not limited to, your physical address and e-mail address.
2.5 Payments by Check or Money Order In the event a check or money order is presented to NorthStar and is not payable to "NorthStar Solutions", NorthStar has the right to: (i) forward the check or money order to you and bill you for all fees and rates due NorthStar, (ii) hold the check until you send all fees and rates due NorthStar or (iii) return the check to its sender and request it be made payable to "NorthStar Solutions".
2.6 No Liability. It is expressly recognized and acknowledged that the services provided by NorthStar described herein are dependent upon the cooperation and continued operation of various credit card issuers, the merchant processing system, and/or PayPal. NorthStar makes no representations or warranties, express or implied, with respect to the continuity of provision of services pursuant to this Agreement. You acknowledge that the processing and transmitting of Funds may be interrupted by labor disputes, acts of God or government, fires, power failures, computer malfunctions, civil disturbances or other causes or events not within the control of NorthStar. You agree that NorthStar shall not be liable for any error or delay on the part of any credit card issuer, the merchant processing system, and/or PayPal; nor shall NorthStar be liable for any other error or delay due to any cause other than NorthStar's own gross negligence or willful misconduct in the performance of this Agreement. You agree that all damages and other compensation due to you as a result of any such gross negligence or willful misconduct by NorthStar shall not exceed an amount equal to interest on the Net Funds at the federal funds rate paid at the close of business on each day the error or delay remains uncorrected. NORTHSTAR SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO NORTHSTAR OR YOU. You hereby indemnifies NorthStar for any damages, liabilities or expenses, including, but not limited to, attorneys' fees, arising out of any third party claims against NorthStar in connection with NorthStar's performance of its obligations hereunder, unless caused by NorthStar's gross negligence or willful misconduct.
GENERAL RULES AND REGULATIONS
(a) You shall comply with all applicable rules and regulations concerning the use of service marks and copyrights owned by MasterCard, Visa, American Express, Discover, Paypal, or NorthStar. You shall not indicate on promotional, printed or broadcast materials, directly or indirectly, that MasterCard, Visa, American Express, Discover, Paypal, or NorthStar endorses the products and/or services provided.
3.2 Bank Card Rules
(a) Discounts. You may, in accordance with law, offer cash discounts to induce any customer to pay by cash, check or similar means, rather than by use of a Bank Card (but see subparagraph (b) immediately below.)
(b) Surcharges. You shall not increase the price or impose any other fee or surcharge upon any customer who uses a Bank Card for payment of any transaction.
(c) Minimum/Maximum Transactions. You shall not establish minimum or maximum transaction amounts as a condition for honoring valid Bank Cards.3.3
REFUNDS AND CHANGES IN TERMS, POLICY AND PROCEDURE
4.1 Uncollectible Fees. You agree to pay back any sum collected and paid to you by NorthStar if it is later determined that the sale is or will become uncollectible (a.k.a. results in a chargeback via the credit card merchant system or is uncollectable via PayPal). You agree that NorthStar may, at its sole discretion, issue refunds if, upon NorthStar's professional judgement, it is anticipated that the sale will result in a chargeback.
4.2 Procedures for Changes. Because bank card systems' rules, federal, state and local law and the Bank Card market change frequently and rapidly, the relationship between NorthStar and NorthStar's merchant account, PayPal, and you may change in the future. NorthStar, in its sole discretion, may change its policy, procedures or forms, any term or condition of this Agreement or terminate any service. You agree to comply with any such changes which shall be effective as indicated on any change notice.
4.3 Indemnification. You shall indemnify and hold NorthStar and its owners, employees, and independent contractors harmless from any liability, loss, damage, claim or complaint, including reasonable attorneys' fees arising out of: (i) your failure to comply with or to enforce any provision of the Agreement; (ii) any loss in the case of any transaction; (iii) any loss caused by your violation of any rules and regulations of bank card systems; and (iv) any loss resulting from your dispute with a third party to include, but not limited to, persons or business which pay for or use your products and/or services; competitors, vendors, or other related businesses.
5.1 Paragraph Headings. The paragraph headings of this Agreement are for convenience only, and shall not be deemed to define, limit or describe the scope or intent of this Agreement.
5.2 Successor and Assigns. This Agreement binds you, NorthStar and their respective heirs, representatives, successors and assigns.
5.3 Assignment. This agreement, and any of your rights hereunder, are not assignable or transferrable by you without NorthStar's written consent. If you admit a new partner, or incorporates your business, or if the control of the stock ownership of your company changes, it shall be deemed a prohibited assignment and transfer that is subject to NorthStar's written consent. You agree to notify NorthStar via NorthStar's last known e-mail address of any proposed or actual changes in ownership of your business.
5.4 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule or regulation, that determination shall not affect the validity or enforceability of any other provision of this Agreement.
5.5 Waivers. No term or condition of this Agreement may be waived unless a written waiver is signed by you and NorthStar. Any waiver of any term, condition or right of NorthStar under this Agreement on any occasion shall not be deemed a continuing waiver or a waiver of any other term or condition, unless a written continuing waiver is signed by both NorthStar and you expressing such an intention.
5.6 Sole Intention. This Agreement is the entire Agreement between NorthStar and you and supersedes all oral negotiations or prior writings.
5.7 Governing Law. You and NorthStar agree that this Agreement is entered into and its place of performance is in the county of Denton in the state of Texas, the place where the services performed by NorthStar, described herein, will be performed. You agree that in the event it is necessary for NorthStar to institute litigation to collect fees or other reimbursements, you consent to such litigation being instituted at the option of NorthStar in a court located either: (i) in the county where NorthStar's principle business is located, (ii) in the county where you reside, or (iii) in the county where your place of business is located.
5.8 Attorney's Fees. In any action to enforce any obligation under this Agreement, the prevailing party shall be paid by the other all costs, expenses and reasonable attorney's loss. In particular, you agree that in the event of delinquency in payment of Fees you will pay all expenses of collection, including reasonable attorney's fees and court costs incurred by NorthStar, whether or not suit is required to be filed.
5.9 Capacity and Authority. Each party to this Agreement hereby represents and warrants to the other that it has the full right, power and authority to enter into and perform this Agreement in accordance with all of its terms and conditions and that the execution and delivery of this Agreement constitutes a duly authorized act.
5.10 Notification of Error, Dispute or Dissatisfaction. You shall give prompt written notice via regular mail to NorthStar of any error which you believe NorthStar or NorthStar's agent(s), vendor(s), or independent contractor(s) may have committed, or of any dispute or dissatisfaction which you may have with any such person. You hereby agree to give NorthStar such notice within thirty (30) calendar days of learning of the first occurrence of such error, dispute or dissatisfaction.
5.11 Force Majeure. NorthStar shall have no obligation to provide any services when and to the extent that it is prevented from doing so by equipment failure, fire, flood, earthquake, strike, lockout, war, revolution, riot, insurrection or any act of God or government; provided that NorthStar shall take any action reasonably practical and necessary to effect prompt resumption of the services. In particular NorthStar shall not be deemed to have breached any provision of this Agreement or be in default hereunder as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from events beyond their control. FURTHERMORE, IN NO EVENT SHALL NORTHSTAR BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOST PROFITS.
5.12 Nondisclosure of Proprietary Information. You agree to treat all documents relating to this Agreement, all reference material and pricing information as confidential and proprietary information. Such documents shall be disclosed only to employees of your business with a specific need to know and only to the extent specifically required.
5.13 Relationship of Parties. Nothing contained herein, or in any other contract or agreement, or the business relationship between you and NorthStar, shall be construed to constitute a partnership, joint venture or other associated between NorthStar and any of its other customers or subscribers or among the various customers or subscribers. You acknowledges that you have no proprietary interest in NorthStar.
5.14 Truthfulness of Application. You represents to NorthStar that all of the information you have provided to NorthStar now and in the future is true and correct.
5.15 U.S. Currency. All prices, fees, and rates are to be transacted with U.S. currency.