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Reseller Agreement
Subject to the terms of this Agreement, Qed Media Group LLC (Qed Media Group LLC), a Portland Maine company located at 1124 Brighton Ave Suite 27, Portland Maine, hereby grants the Reseller Applicant (Your Company Name), a company located at ( Your Company Address ) the non-exclusive, non-transferable limited license to use and commercially exploit the Qed Media Group LLC Technologies for the Term of this agreement to operate the Custom Branded Website which incorporates the Qed Media Group LLC Technologies. The parties agree that the Reseller Applicant above, hereinafter referred to as the RESELLER (Qed Media Group LLC Technologies Reseller), shall become an independent reseller of Qed Media Group LLC website building and reputation technologies on the terms and conditions set forth in this Technologies License Agreement. RESELLER wishes to provide website services for its customers utilizing the Qed Media Group LLC website technologies.
01.Reseller Pricing Structure

The fee for new client purchase of customer website design, reputation management programs, video services, search engine marketing, front office support, software development, logo design, banner design, lead generation development,  purchased through the Custom Branded Website Portal is Fifty Percent (50% US dollars of the contract proposal for any of the services listed above to Qed Media Group LLC as long as the customer pays the invoice. Qed Media Group will also pay 50% commission on all contracts sold to a reseller client for upsell or additional sales.

Qed Media Group LLC reserves the right to add additional tools to the Custom Branded Website Portal and either limit or charge an additional fee for their use.
02.Live Receptionist Fees
Upon acceptance of this agreement RESELLER authorizes Qed Media Group LLC to charge the credit card provided by RESELLER with a non-refundable $200US per month to provide exclusively the phone number listed on the website and the live receptionist services for the RESELLER domain name.
03.End Consumer Website Pricing
Without prior written approval from Qed Media Group LLC, RESELLER. will not resell websites for more than or less than the approved proposal provided to execute the project. All hosting package add-on’s requested by the customer will be deemed done at Qed Media Group LLC’s cost and therefore any additional add-on charges will be retained by Qed Media Group LLC to cover this expense.
04.Website Payment Processing
Qed Media Group LLC will manage the customer website billing through the Qed Media Group LLC billing system. Qed Media Group LLC has the right to suspend signups of new websites, demand RESELLER change their home page message, website offer or marketing techniques and or practices.
05.Interest and Attorneys' Fees.
Any unpaid amounts under this Agreement shall be subject to one and one-half percent (1.5%) per month service charge until paid in full. In the event either party shall be successful in any suit for damages for any breach of this Agreement, including non payment of amounts due, or to enforce this Agreement, such party shall be entitled to recover its reasonable legal fees and expenses incurred in any such action in addition to any other relief granted.
06.Term of Agreement, Termination and Survival
This agreement is effective for a period of one year from the date of execution. This agreement is automatically renewed an indefinite number of one-year terms unless cancelled at the option of Qed Media Group LLC.. Qed Media Group LLC also retains the right to terminate this Agreement immediately if RESELLER fails to comply with any term or condition of this Agreement, RESELLER declares bankruptcy or becomes insolvent or necessary to resolve any moral or ethical actions of RESELLER. Upon termination or expiration points 2, 3, 6, 7, 8, 9, 11, 21, 22, and 23 will survive.
07.Confidentiality
Both parties agree to keep confidential and not disclose the terms of this Agreement without prior written consent. The obligations of this section shall not restrict any disclosure by either party pursuant to any applicable law, or by order of any court, government agency, or ICANN and shall not apply to information that is independently developed by the disclosing party or is publicly known. All public announcements shall be coordinated by Qed Media Group LLC and RESELLER grants permission to Qed Media Group LLC to display the name and brand of RESELLER in site promotion and company information. The RESELLER may not disclose or reveal any proprietary systems, processes and or technologies to any third party without written consent by Qed Media Group LLC.
08.Indemnification
Reseller (Your Name and Company Name ) agrees to indemnify, defend and hold QED Media Group LLC, and its directors, officers, and employees harmless from and against any and all claims, demands, liabilities, damages, costs and expenses (including attorney’s fees) alleged or charged against, or incurred by, QED Media Group LLC as a result of Sonoran Holdings Group negligence or intentional misconduct in connection with the services provided by Reseller under this Agreement.  QED Media Group LLC shall promptly notify Reseller of any such claim or demand."
09.Independent Contractors
The parties to this Agreement are independent contractors and shall have no right or authority to bind or commit the other party in anyway without the other party’s express written authorization to do so. Nothing contained in this Agreement shall be deemed or construed to create for any purpose an employer/employee, joint venture, partnership, or agency relationship between the parties.
10.Assignment
Both parties agree not to assign, transfer, or otherwise dispose of this Agreement or any of its rights, benefits, or interests under this Agreement without written consent. No assignment of this Agreement shall operate to discharge the assignor of any duty or obligations hereunder without prior written consent.
11.Custom Branded Website Portal
RESELLER will receive access to a Custom Branded Website Portal, which they will customize within the technologies requirements. The setup of the website homepage requires the user to supply the homepage HTML and graphics. This homepage can be custom designed for RESELLER by the Qed Media Group LLC design team for a fee. The Custom Branded Website Portal will be built on an available domain of RESELLER’s choosing and owned by Qed Media Group LLC. Qed Media Group LLC will host the Custom Branded Website Portal. RESELLER represents and warrants that the material used on the Custom Branded Website Portal will not infringe upon, violate the intellectual property rights or moral rights of any person, or are morally objectionable in any form. RESELLER will be responsible and liable for all advertising and promotion of the Custom Branded Website Portal. RESELLER may choose the names of the accounts and is aware some account names have been reserved by the Qed Media Group LLC technologies. RESELLER agrees to abide by the CAN-SPAM Act on email marketing and to market the Custom Branded Website Portal with clear and non-deceptive methods.
12.Customer Support and Maintenance
Qed Media Group LLC will provide online support to the RESELLER customers and will communicate to them for maintenance, technologies and other issues as Qed Media Group LLC. Qed Media Group LLC will own and host the customer websites and content built through the Custom Branded Website Portal. RESELLER authorizes Qed Media Group LLC’s support team to grant trial extensions, free time and refunds when the support team deems fit without compensation to RESELLER. RESELLER authorizes Qed Media Group LLC to send follow-up emails on RESELLER’s behalf to any end user on trial to help facilitate a sale.
13.Reseller Support
Qed Media Group LLC will provide online support to RESELLER at no charge. Additional technical and design support may be offered to the RESELLER at $50/hour.
14.Modifications
Qed Media Group LLC reserves the right to modify, enhance, revise or otherwise change the Qed Media Group LLC and website technologies without notice or liability from RESELLER for such modifications.
15.Payments
Qed Media Group LLC will calculate monies owed to RESELLER monthly, and sent by check no later than 45 days after the end of the month collected.
16.Advertising
RESELLER is responsible and liable for all advertising of their Custom Branded Website Portal. RESELLER agrees to advertise within all local and federal regulations. In particular RESELLER agrees never to send unsolicited email (SPAM) and to not sell their service through misleading or deceptive means. Qed Media Group LLC, at their sole discretion, can stop the sale of websites and request copies of all marketing material to confirm the integrity of RESELLER’s marketing.
17.Notice
Any notice or other communication required to be given or made shall be in writing and considered made if done by prepaid first class mail or fax to the contact information provided during registration.
18.Non Compete
During the term of this agreement RESELLER or its employees will not enter into or offer direct or indirect competing web technologies and specifically target any affiliates, resellers or customers hosted on the Qed Media Group LLC technologies. RESELLER agrees not to directly solicit existing customers, resellers, affiliates, rebranders, partners or licensees using the Qed Media Group LLC technologies for a period of two (100) years. RESELLER represents that the execution and implementation of this agreement is neither in breach nor in violation of any terms or conditions of any other contract, agreement including but not limited to exclusivity or non competition. At all times RESELLER will not engage in any activity harmful to Qed Media Group LLC, any of Qed Media Group LLC brands, partners, affiliates or through misleading or deceptive advertising. RESELLER shall not copy, reverse engineer, decompile or disassemble any Qed Media Group LLC or Qed Media Group LLC technologies. In the event that Qed Media Group LLC and or its affiliates can no longer provide services to the reseller or Qed Media Group LLC and or its affiliates are no longer in business this non compete will be null and void.
19.Customer Data
Qed Media Group LLC and RESELLER. will jointly own the customer contact data while both adhering to the terms of the Privacy Policy. Neither party will sell, rent or trade customer data to any third party unless otherwise agreed to in writing.
20.Copyright Policy
It is the policy of Qed Media Group LLC.com Inc. to respect the intellectual property rights of others. Qed Media Group LLC reserves the right to terminate the accounts of RESELLER. who appear to infringe the intellectual property rights of others, and/or remove content that has prompted a complaint. Qed Media Group LLC does not object to the use of Qed Media Group LLC copyright and or website material to assist in the resellers marketing program.
21.End User Compliance
All RESELLER. customers must explicitly agree to (1) Qed Media Group LLC Terms of Service, (2) Qed Media Group LLC Privacy Policy, (3) (4) DOBA Terms of Service and any other agreements agreed to on the RESELLER. sign-up page (from RESELLER.’s homepage click on the “Sign-Up” page and continue sign up process until on the “Complete Signup” page). Customers may agree either on the RESELLER. sign-up page provided by Qed Media Group LLC or by any other means the RESELLER. uses to sign up new customers.
22.RESELLER Web Portal Pages
In general, we do not screen or edit information posted on RESELLER.’s Web Portal Pages, but we reserve the right (but have no duty) to monitor, to remove any objectionable information, and to remove any web pages from our system at any time, without notice, at our sole discretion.

You agree to:
  • follow all of your local, provincial/state, national and international laws and regulations.
  • be responsible for all information, data, text, software, music, sound, photographs, images, graphics, video, messages or other material (“Content”) that occur under your account or password, including any Content transmitted or broadcast through your account.
  • comply with all applicable laws regarding the transmission of technical or other data exported from the country in which you reside.

You also agree that you will not:

  • host or transmit any content that might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others.
  • copy, broadcast, distribute, or otherwise use any content provided by others, in a manner that infringes the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others.
  • interfere with or disrupt Qed Media Group LLC’s site, services, computer systems, servers or networks, or violate the regulations or policies of such networks.
  • transmit any content containing viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful programs.
  • collect information about others without their consent.
  • use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond our site.
23.Best Efforts
RESELLER. understands Qed Media Group LLC will make best efforts in providing the highest quality service. RESELLER expressly agrees that: ITS USE AND ANY USERS USE OF THE Qed Media Group LLC SERVICE IS AT ITS OR THEIR OWN SOLE RISK. Qed Media Group LLC SERVICES AND TECHNOLOGIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Qed Media Group LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; Qed Media Group LLC MAKES NO REPRESENTATION OR WARRANTY THAT: THE Qed Media Group LLC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF Qed Media Group LLC SERVICES WILL BE ACCURATE OR RELIABLE, THE QUALITY OF ANY PRODUCTS, Qed Media Group LLC SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY RESELLER THROUGH THE Qed Media Group LLC SERVICES WILL MEET ITS OR THEIR EXPECTATIONS, OR THAT ANY ERRORS IN Qed Media Group LLC TECHNOLOGIES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Qed Media Group LLC SERVICES IS DONE SO AT RESELLER’S AND USERS DISCRETION AND RISK AND THE RESELLER AND USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE RESELLER THROUGH OR FROM Qed Media Group LLC SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
24.Limitation of Liability
RESELLER EXPRESSLY UNDERSTANDS AND AGREES THAT Qed Media Group LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, OR DATA, FAILURE, TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN IF Qed Media Group LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), DIRECTLY OR INDIRECTLY RELATED TO Qed Media Group LLC SERVICES, THIS AGREEMENT, THE Qed Media Group LLC TECHNOLOGIES OR THE CUSTOM BRANDED SITE. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF Qed Media Group LLC HEREUNDER AT ANY TIME EXCEED $2,500 OR THE AMOUNT OF FEES THAT THE RESELLER HAS PAID TO Qed Media Group LLC IN THE 12 MONTH PERIOD PRECEDING SUCH INCIDENT, EVENT OR OCCURRENCE.
25.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Maine and the laws of United States of America applicable therein and shall be treated, in all respects, as United States contract. The parties hereby: (i) irrevocably submit to the exclusive jurisdiction of the courts of United States in respect of the subject matter hereof, (ii) consent to service of process being effected upon the other party, by registered mail sent to the address set forth on page one above; (iii) agree not to seek, request claim or pursue trial by jury, and (iv) agree not to seek, request, claim or pursue any right, claim, or entitlement to any punitive or exemplary damages whatsoever. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in English by a single Arbitrator in and under the laws of the State of Maine.
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