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This Ideanote Reseller Agreement (the “Reseller Agreement”) is between the applicable reseller (“You” or “Reseller”), and Ideanote ApS, with offices at Søengen 1, DK-2840, Holte, Denmark, registered at the Danish business authority with VAT ID 36896183 - in short referred to as “Ideanote”, “Us”, or “We”.
Together You and Ideanote make out the “Parties” of these ToS (individually the “Party”).
If you are agreeing to this Reseller Agreement not as an individual but on behalf of your company, then “Reseller” or “You” means your company, and you are binding your company to this Reseller Agreement.
“Purchaser” means the company or individual on behalf of which You are ordering a Subscription. All such information must be accurate and complete and must reflect orders you have received from the Purchaser.
This Reseller Agreement is a separate agreement from the Terms of Service (“ToS”). Capitalized expressions not defined in the Reseller Agreement have the meaning set out in the ToS.
Any rights granted to You hereunder are subject to You first obtaining written approval (via email) by Ideanote as a Reseller under this Reseller Program. The Agreement is effective from the date at which you receive such written approval from Ideanote “Effective Date”.
Ideanote grants to the Reseller the non-exclusive license to access and use Ideanote for purposes of facilitating and marketing the sale and selling Ideanote Subscriptions to other individuals and/or businesses (“Purchasers”).
The Reseller is authorized to grant individual sublicenses to End Users of Ideanote, and both the Reseller and the End Users must at all times access and make use of Ideanote in conformity with the general business terms in force at any given time (the “Terms of Service”) which must be specifically agreed to when accessing Ideanote.
Reseller’s rights under this Agreement are non-transferable and non-sublicensable. You may not resell Offerings to Customers or third parties for further resale, redistribution, sharing or transfer.
For clarity, Reseller will not act as a sublicensor or provider of the Service and has no right to rebrand, reframe, operate or control the Subscriptions.
The rights granted to Reseller hereunder are non-exclusive and nothing under this Reseller Agreement will be deemed to prohibit Ideanote from entering into any reseller, affiliate, referral, end-user license, services or other agreement with any party anywhere in the world.
During the term of this Reseller Agreement, you are permitted to identify yourself as an “Ideanote Reseller” and “Ideanote Partner” based on Our approval and solely in connection with your resale of Subscriptions.
You may use the Ideanote trademark, logo and name for the aforementioned purpose. All use of Ideanote trademark, logo and name must solely be for the benefit of Ideanote. Paid advertising by the Reseller using the Ideanote trademark, logo or name is not permitted.
Ideanote may use Your logo, name, company profile and contact information to list You as a “Partner” and “Reseller” on the Ideanote Partner listing at https://ideanote.io/partners and its subpages and to make a routine public announcement of the execution of this Agreement. Ideanote might highlight individual Partners as “Featured” from time to time at its sole discretion. Ideanote might offer prospects the opportunity to fill out a contact form to get in touch with a specific Reseller.
All use of the Services by Purchaser is subject to the ToS and you may not purport to impose any other terms pertaining to their use of the Service. For clarity, Reseller has no authority to (and may not) alter, remove or negotiate the terms of the ToS.
You are responsible for ensuring that each Purchaser enters into the ToS. You must provide evidence of such acceptance by the end user to Ideanote upon request.
You are responsible for informing the Purchaser of functionality, and usage limits or other limitations for the Service and Subscriptions.
You agree to immediately notify us of any known or suspected breach of the ToS or other unauthorized use of the Service and to assist us in the enforcement of the terms of the ToS.
If Reseller receives access to a Workspace directly from a Customer (e.g., in Reseller’s capacity as a contractor of Customer), then Reseller’s access or use of any Service on behalf of a Customer will remain subject to the applicable ToS between Ideanote and such Customer, with Reseller as an “Member” (or other applicable end user) of such Customer under the Customer Agreement.
If Reseller purchases any Offerings for its own use, its use of such Offerings will be governed by the Customer Agreement between Reseller and Ideanote and not this Agreement.
Ideanote sets the “List Price” for Subscriptions as per the Customer Terms and ToS. Current List Prices can be seen on Our pricing page at https://ideanote.io/pricing.
As an Ideanote Reseller you are eligible for a 30% “Wholesale Discount” on our List Price.
In order for the Reseller to be able receive Wholesale Discount for an existing Workspace, the Reseller must add the Reseller’s unique reseller Wholesale Discount code in the Billing settings of the Workspace.
The Reseller will independently set your own pricing for each Purchaser. You bear all risk of non-payment by Purchaser, and you are solely responsible for all of your costs and expenses.
To the extent that we make Subscriptions available, You may order such Subscriptions for resale for Workspaces You create.
There are two ways to initiate a Reseller Order, via Credit Card or via Manual Invoice.
Credit Card: A Reseller Order can be initiated and paid as a monthly or annual Subscription via Credit Card in the Workspace billing settings.
Manual Invoice: A Reseller Order can also be initiated by reaching out to Us and requesting a manual invoice. A manual invoice can be paid via Bank Transfer and can only be requested for amounts exceeding $2000 USD.
Reseller will pay all amounts due for Reseller Orders under this Agreement in United States Dollars, unless Ideanote designates another currency at the time of the Order. Payment is due when you submit your Reseller Order.
An example for clarity: A Reseller is based in Turkey. They create a Workspace for a Purchaser and add their Wholesale Discount code to the Workspace. They then use the billing interface to order a Subscription at an example List Price of $1.000 USD minus the 20% Wholesale Discount of $300 plus any applicable VAT (in this case, 0%). Ideanote then sends the Reseller an invoice, in this case $700 that is paid via Credit Card. To recoup these costs the Reseller invoices the Purchaser at the Resale Price that they have determined directly or as part of a bundled service for example $1.200. The Purchaser is then given access to the Workspace with an active Subscription by the Reseller and starts using the Service. The Reseller can choose to retain Workspace Owner access if permitted by the Purchaser, thereby staying in control of the billing settings of the Workspace.
Ideanote Subscriptions are non-refundable. You can not terminate an Order or receive any refunds due to non-payment by a Purchaser.
Payments made by You under this Reseller Agreement include VAT taxes but exclude any other taxes or duties payable in respect of the Service in the jurisdiction where the payment is either made or received.
To the extent that any such additional taxes or duties are payable by Ideanote, you must pay to Ideanote the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement and help facilitate the payment.
Reseller will maintain complete, clear and accurate records of its transactions and performance under this Reseller Agreement, including evidence of each Purchaser’s entry into the ToS.
You must provide all of the requested information including, without limitation, the identity of the Purchaser, the Purchaser’s business and email addresses, and the specific Subscription to be resold in your order (“Reseller Order”).
Upon 10 days’ advance written notice, Reseller will permit Ideanote or its representative to audit Reseller’s records to ensure Reseller’s compliance with this Agreement.
Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on Reseller’s ordinary business activities. Reseller will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.
You agree not to represent yourself as an agent or employee of Ideanote and agree that we will have primary control over any end user communication regarding the Software once you submit an Order. You will not make any representations regarding Ideanote, on Ideanote’s behalf, or about any Software. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Ideanote or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction
You acknowledge and agree that the Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by the US or EU regulatory bodies as to embargoed nations which include Iran, North Korea, Cuba, Syria and Sudan.
Ideanote is making the Service available to you for Resale on the grounds that you certify that You and the Purchaser are not such a person or entity and that the resale is not otherwise in violation of US or EU export control and sanctions regulations.
If the Reseller experiences that Ideanote Service is not in conformity with all of the requirements in this Agreement, the Reseller must notify Ideanote without delay through Ideanote’s support. Ideanote will use commercially reasonable efforts to answer questions and correct reported errors that can be reproduced by Ideanote (or to provide suitable temporary solutions or workarounds for errors) during the initial response. If the Reseller states that the reported error is substantial and material for the use of Ideanote Service or that the reported error causes Ideanote Service to be inoperable, Ideanote will use its best efforts to correct the error within a commercially reasonable time after Ideanote’s initial response.
The technical support services provided herein will be provided without charge unless otherwise stated. Ideanote bears responsibility for providing First-Line Technical Support to Purchasers using the Ideanote Service.
Ideanote will provide information about all significant updates of Ideanote Service’s functionality at updates.ideanote.io
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk (as specified in Article 32 of the EU General Data Protection Regulation) in order to protect the Reseller’s End Users’ customer data from unauthorized access by physical and electronic intrusion. Unless Ideanote fails to perform the aforementioned obligations, the parties agree that Ideanote must not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses or flaws unknown to Ideanote at the time.
Ideanote will promptly report to the Reseller any unauthorized access to customer data upon discovery by Ideanote, and Ideanote will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such customer data is required, the Reseller bears the sole responsibility for passing on any and all such information at its own expense.
When advertising Ideanote Service, the Reseller is obligated to observe all relevant requirements in national law. The Reseller must expressly inform all Purchasers that they bear the sole responsibility for being compliant with European Union and national legislation, including but not limited to legislation concerning information and consent requirements in regard to cookies. If the Reseller becomes aware of developments in this regard, including but not limited to changes in national law and/or enforcement, the Reseller must inform Ideanote of these developments without undue delay. All actions in this regard are at the Reseller’s own cost.
Ideanote Service will be branded with trade names, service marks, trademarks, logos and indicia of origin and other distinctive branding features (“ Ideanote Branding Features ”). All non-exclusive distribution rights and licenses granted herein for Ideanote Service are subject to the following branding requirements. All use of Ideanote Branding Features must solely be for the benefit of Ideanote. The Reseller may not (i) apply for registration of the Ideanote Branding Features (or any marks or features confusingly similar thereto) anywhere in the world, (ii) alter, modify or change the Ideanote Branding Features in any manner, or (iii) use any of the Ideanote Branding Features except as expressly authorized herein or by prior written approval from Ideanote.
Ideanote reserves the right to internally monitor the Reseller’s usage of Ideanote Service.
Ideanote may, at any time during the term of the Agreement, set out and amend such minimum system requirements and/or recommendations that will provide the End User with the optimal functionality of Ideanote Service.
Ideanote Service must be operated in an environment that protects the security and privacy of Purchaser data.
Ideanote Service will be provided through Internet Data Centers that are configured consistently with reasonable and appropriate safeguards for fireproofing, power and backup generation, structural integrity, seismic resistance and resistance to other natural and man-made disruptions. Ideanote may outsource its Internet Data Center operations to third parties.
Ideanote must undertake commercially reasonable efforts to operate and maintain its web servers that provide sufficient access to Ideanote Service twenty-four (24) hours per day, seven (7) days per week, except when routine or emergency maintenance is required. Ideanote must monitor such servers and undertake commercially reasonable efforts to promptly restore all failures of service at Ideanote’s own expense.
Ideanote represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) all intellectual property rights in the Ideanote Service as set out in Section 9 are either owned by Ideanote or are properly licensed from third parties granting Ideanote the right to use same as contemplated hereunder.
Reseller represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) Reseller shall not, and any data input by Reseller and Reseller’s use of the Ideanote Service does not, infringe or misappropriate any proprietary right of Ideanote or a third party; (iii) regarding the collection and use of Purchaser data, Reseller will not violate any rights of any person or entity; (iv) any and all sublicenses granted by the Reseller in connection with Ideanote Service must be in compliance with the Terms and Conditions provided at Ideanote.com.
Reseller shall defend, indemnify and hold harmless Ideanote, its affiliates, successors, assigns, officers and employees from and against any and all claims, costs, damages, losses, liabilities, actions, recoveries, judgments and expenses (including actual attorneys’ fees and expenses regardless of whether litigation was commenced) (a “ Claim “) arising out of or in connection with a breach/untruth of the representations and warranties set out in this Section 10.2. With respect to such Claim: (i) Ideanote will notify the Reseller in writing of the Claim promptly upon becoming aware of such Claim; (ii) the Reseller will have control of the settlement or defense of any action to which the Claim relates; and (iii) Ideanote will reasonably cooperate with the Reseller to facilitate such defense or settlement.
The initial term of this Agreement will commence as of the Effective Date hereof and continues for a period of one (1) year. The initial term hereof will automatically renew for a successive one (1) year term unless one party notifies the other in writing no less than thirty (30) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein.
This Agreement will terminate immediately without notice in the case of the Reseller’s insolvency, bankruptcy or similar proceedings by or against the Reseller, any attempted assignment by the Reseller for the benefit of creditors or any appointment or application for such appointment of a receiver for Reseller unless the Reseller promptly informs Ideanote of the contrary in writing in which case the Agreement may be terminated at Ideanote’s election.
If Reseller does not have any active End User subscriptions under its account for thirty (30) days or more, Ideanote may elect to terminate and/or deactivate Reseller’s reseller account (along with access to any reseller portals and/or support tools and deletion of associated data) immediately without notice or liability for such deactivation.
We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) days of written notice of such breach.
In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Ideanote may also terminate this Reseller Agreement immediately upon notice to you if (a) it ceases to offer the current reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Ideanote or otherwise harm Ideanote or its end users.
You expressly agree that Ideanote will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms.
Upon the expiration or termination of this Agreement, the Reseller must immediately cease to sell Ideanote Service and cease to identify as an “Ideanote Partner” or “Ideanote Reseller”. The expiration or termination of this Agreement will not terminate the rights of existing Purchasers and Ideanote will assume responsibility for delivery of Ideanote Service to such Purchasers under the ToS. The Reseller has no right to claim compensation for lost goodwill, lost business opportunities or similar compensation as a consequence of the termination, regardless of the reason for termination.
Ideanote, its look and feel and its logos are owned by Ideanote ApS and we reserve all rights. All other trademarks appearing on Our Service are the property of their respective owners.
You acknowledge that Ideanote and its licensors retain all intellectual property rights and title, in and to, all of Our confidential Information and/or other proprietary information. This includes but is not limited to: products, services, concepts, techniques, inventions, processes, software or writing part of the Services provided by Ideanote.
You understand that although We might use terms like “sell”, “own”, and “unlimited” - ownership of Our Service and technology remains with Us. No rights for Ideanote technology and intellectual property are transferred. You understand that the Service is hosted online and You have no rights to access, copy and/or host the source code of Our technology. You are responsible for obtaining and maintaining, monetarily or otherwise, all telephone, computer hardware, software, internet service plans and other equipment needed for access to and use of Ideanote and all charges related thereto.
The parties anticipate that each party may disclose confidential information to the other. Accordingly, in this Section, the parties desire to establish the terms governing the use and protection of certain information one party (“ Owner “) may disclose to the other party (“ Recipient “). For purposes hereof, “ Confidential Information ” means the terms and conditions in this Agreement and business and technical information regarding the Ideanote Service. The Recipient may use Confidential Information of the Owner only for the purposes of this Agreement and must protect such Confidential Information from disclosure to other using at least a reasonable degree of care. The Recipient may only disclose the Confidential Information if reasonably required to perform the Recipient’s obligations under this Agreement and remains responsible for the confidentiality of such information. The restrictions of use and disclosure of the Confidential Information do not apply to information that (i) is in the possession or control of the Recipient at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is received by the Recipient from a third party who is free to disclose the Confidential Information without any obligation towards the Owner; or (iv) is independently developed by the Recipient without reference to the Confidential Information. Upon termination of this Agreement, Recipient will destroy Owner’s confidential information. This section shall apply for the term of the Agreement and for two years following its termination or expiry.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 AND TO THE EXTENT ALLOWED BY LAW, IDEANOTE ON BEHALF OF ITSELF AND ITS SUPPLIERS HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND DATA ACCURACY. NEITHER PARTY WARRANTS OR GUARANTEES THAT THE OPERATION OF Ideanote SERVICE OR THE PERFORMANCE OF THEIR RESPECTIVE ONLINE FUNCTIONS AND WEB SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER PARTY GUARANTEES THAT DATA SUBMITTED OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS ASSOCIATED WITH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS.
Each party acknowledges that it has not relied on any representation that is not expressly set out herein.
EXCEPT FOR OBLIGATIONS REGARDING INDEMNIFICATION AND CONFIDENTIAL INFORMATION EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WILL IN ANY EVENT BE LIABLE TO THE OTHER, UNDER ANY THEORY, INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CONJUNCTION WITH THE DISCLAIMER OF WARRANTY AS EXPLAINED ABOVE, RESELLER EXPRESSLY UNDERSTANDS AND AGREES THAT ANY CLAIM AGAINST Ideanote WILL BE LIMITED TO THE AMOUNT PAID BY RESELLER’S END USERS IN THE PREVIOUS 12 MONTHS, IF ANY, FOR USE OF Ideanote PRODUCTS AND/OR SERVICES, LESS ANY MANAGED SERVICE PROVIDER DISCOUNT OR COMMISSION FEES PAID TO RESELLER AND ANY APPLICABLE CREDIT CARD PROCESSING FEES OR TRANSACTION FEES FOR RESELLER’S END USERS.
You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of the Service.
You will indemnify, hold harmless and (at Ideanote’s option) defend Ideanote from and against any claims, demands, suits, proceedings, investigations, actions, losses, costs, expenses, settlement amounts, fines, penalties, damages and any and all other liabilities, including without limitation reasonable attorneys’ fees, arising from or relating to: (a) any breach or alleged by you of any term of this Reseller Agreement, (b) the issuance by you of any warranty or representation regarding Ideanote or its products or services not specified in the ToS, or (c) any of your other acts or omissions in connection with the marketing or resale of the Software under this Reseller Agreement.
This Reseller Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship amongst You and Ideanote.
It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party.
You agree that the provisions of these ToS that (by their nature) should survive termination will indeed survive any termination of these ToS. Any termination by either of the parties or the expiry of the term of these ToS shall only have effect for the future, and shall have no retroactive effects.
Should any provision in this Reseller Agreement be held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by the applicable law. The remaining provisions of theis Reseller Agreement shall remain in full effect.
Without foregoing the above general statement, We want to make clear that some consumer protection laws or other legislation in Your jurisdiction may not allow certain limitations of liability, warranty restrictions and/or billing policies in this Reseller Agreement. In the case that any limitation of liability, warranty restriction and/or billing policy is specifically prohibited by applicable law, such limitation of liability, warranty restriction and/or billing policy may not apply to You. In that case We kindly ask You to inform Us in advance, if You want to make use of a certain government regulation or provision that You see in conflict with this Reseller Agreement.
Neither Party may without written approval of the other assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party except that a Party may assign its rights or obligations to a third party in connection with the merger, reorganization or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.
The Reseller Agreement shall be governed by the substantive laws of Denmark without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive jurisdiction of Denmark, for the purpose of resolving any dispute relating to this Reseller Agreement.
We would not like to end up in a legal argument with You. If You are considering filing a dispute or claim We encourage you to try to settle Your claim with Us on an informal basis for 21 days before doing so through formal channels. To do so, please contact us by sending a mail to firstname.lastname@example.org with the subject line “Dispute Notice”. Together we will try to settle on a solution within 21 days of Your email - if we fail to come to an agreement, You or Ideanote are free to start a formal proceeding.
Any dispute arising out of, or in connection with, the Reseller Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
You can only resolve disputes and arbitration with Ideanote on an individual basis, not in a collective, consolidated or class action lawsuit. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.
From time to time, we may modify this Reseller Agreement. The version of this Reseller Agreement and End User Agreement in place at the time you submit each Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication, but we also suggest that you bookmark this Reseller Agreement and read them periodically
If Ideanote does not explicitly exercise a particular right under this Reseller Agreement, that does not waive them.
Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, Events of Force Majeure, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services). The performance of this Reseller Agreement shall then be suspended for as long as any such event will prevent the affected party from performing its required obligations under this Reseller Agreement.
This Reseller Agreement constitutes the entire understanding of the parties with respect to the subject matter and replaces all prior communications, understandings and agreements on the subject matter.
This Agreement may be modified only by a written agreement. Any waiver of any provision of this Agreement must be in writing and will not be deemed a waiver of any other provision. The failure of either party to enforce at any time any of the provisions of this Agreement will not be a waiver of such provision or any other provision nor of the right of such party thereafter to enforce any provision in this Agreement.