Trakker Partner/VAR Program Agreement


By filling out the signup form you acknowledge that you have read the terms and conditions below for our Partner/VAR Program, understand, and agree to be bound by them.

VAR Program Agreement
This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with Cressman Consultants Limited VAR Program, the establishment of links from your Web site to Cressman Consultants Limited’s Web sites and direct sales of Trakker Software. As used in this Agreement, "we," "us", "our", "Trakker," "Trakker Software", "Trackitsoftware", "TrackitSoftware.com", "Polylabel", "PolyLabel.com", or "Cressman Consultants, " means Cressman Consultants Limited, and "you," "your", ‘affiliate’, "VAR" or ‘Var/Partner" means the affiliate.

  1. Term and Termination
    The term of this Agreement ("Term") will begin upon our acceptance of your participation in our VAR Program and your acceptance of this Agreement. The agreement will continue to be enforced until such time as cancelled by either party. Either you or we may terminate this Agreement at any time, without cause, by providing the other no less than five (5) days written notice of termination. Either party may terminate this Agreement immediately if the other has breached any term of this Agreement.
  2. Promotion
    1. We will make available to you, or you will create, subject to our approval, a variety of graphic and textual links ("Links" collectively, or "Link" individually) to link to our Web sites. Each Link will permit recipients to navigate directly to a page on a our Web sites designated by us via a special tagged link format. No Link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.
    2. You will be responsible for integrating the Links into your site so we can properly track sales, and we will have no liability for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
    3. VAR shall not: (i) display or use a Link in a manner that causes our site or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the site, or otherwise incorporate the site’s content into a third-party Web site; (ii) display or use an inline link to any information file contained in our site; (iii) alter, block or otherwise prevent display of any content of our site; or (iv) link to our site if, to a reasonable person, Affiliate’s site may be considered obscene, defamatory, harassing, discriminatory, offensive, or malicious.
  3. Referral Fees
    1. We will pay you referral fees ("Referral Fees") based upon a percentage of the aggregate Net Proceeds received from the sale of Products (as defined below) that are purchased by users during the initial visit to the our web site that immediately follows navigation to the designated URL through a hypertext link from your Web site. In addition should the referred party download software or otherwise enter required customer information we will track this customer for 90 days and Referral Fees will be payable on sales made during this 90 day period, providing that the customer does not, during this 90 day period, revisit the site by redirection from a different affiliate to purchase or input customer information again. The most recent affiliate referral is given precedence and that affiliate will earn referral fee.
    2. The term "Products" shall mean Asset Labels, Security Labels, Hologram Labels and Asset Branding Tools and accessories and Software available for sale on our Web sites and/or Software available for sale on our TrackitSoftware web site. The term "Net Proceeds" will mean the gross proceeds received by us from the sale of goods, less costs and expenses including, but not limited to, taxes, shipping and handling, fraud and bad debts, duties, and credit card processing. (For purposes of calculating Net Proceeds, credit card sales will be subject to a flat deduction of 3% of the gross sale price.)
    3. You will earn Referral Fees according to the following schedule, unless special terms have been agreed to in writing by us:
      1. 20% of the Net Proceeds received by us for software sales during the Term of the agreement.
      2. 15% to 30% of Net Proceeds received by us for product sales made from our web sites you may link to or refer customers to according to the schedule outlined immediately below.

Schedule of referral fees on non software products
20% on sales of labels up to 3000 labels and 15% on larger quantity sales. 20% on sales of 1 to 9 scanners, 25% on sales of 10 to 19 and 30% on larger sales. 15% on other products.

*Note that if you purchase directly from our web sites for your own use or for resale an immediate discount equivalent to above referral fee will be automatically applied.

  1. Payment Schedule
    Referral fees will be payable with in thirty (30) days from the end of each calendar quarter. If during any calendar quarter of the Term your referral fees do not exceed thirty dollars ($30.00), then you will not receive payments or reports until the following calendar quarter during which your aggregate referral fees equal or exceed said amount or until the termination of this Agreement, whichever occurs earlier.
    VAR will not receive Referral Fees for Products that are returned to us for any reason. If a Product is returned to us after referral fees have been paid to VAR for that Product, we will decrement the current Referral Fees due to VAR in the amount of the original Referral Fee for the returned Product.
    You are only eligible to earn Referral Fees on sales occurring during the Term, and Referral Fees earned through the date of termination will remain payable only if the Product orders are not cancelled or the Products are not returned. We may withhold final payment for a reasonable time to ensure against cancellations or returns.
  2. Representations and Warranties; Limitation of liability
    1. Each of us hereby represents and warrants that:
      1. it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and
      2. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement.
    2. We will remain solely responsible for the operation of our Web sites, and you will remain solely responsible for the operation of your site. Each party
      1. acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control
      2. subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.
    3. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING
      1. THE AMOUNT OF SALES THAT WE MAY GENERATE DURING THE TERM, AND
      2. ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
    4. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND THE UNAUTHORIZED USE OF INTELLECTUAL PROPERTY, NEITHER POLYLABEL NOR VAR WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF THE OTHER PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE EXCLUSIVE REMEDIES STATED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. OUR ENTIRE LIABILITY ARISING OUT OF OR RELATED TO OR FROM THIS AGREEMENT WHETHER IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED THE TOTAL AMOUNT PAYABLE TO AFFILIATE BY US UNDER THIS AGREEMENT FOR THE SIX MONTH PERIOD PRIOR TO THE ALLEGED OCCURRENCE GIVING RISE TO THE LIABILITY.
    5. THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY US. We EXPRESSLY DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED INDEMNITIES.
  3. Fulfillment and Policy
    We or our assigned agent will be solely responsible for fulfilling all orders for the Products and payment processing, and customers who buy Products through the VAR program will be deemed customers of ours. We may accept or reject an order for Products from a customer who links to our site from VAR’s site in its sole discretion. No Referral Fees shall be payable to VAR for any Product order rejected by us regardless of the reason, if any, for the rejection.
  4. Intellectual Property Rights
    1. We hereby grant to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use certain of our trade names, logos, trademarks and service marks provided to you by us on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement. All use of the our VAR Program Marks shall be subject to our prior written approval and shall conform to our style guide requirements.
    2. You hereby grant to us during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use your trade names, logos, trademarks and service marks ("VAR Marks") solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement. All use of the Affiliate Marks shall conform to the written policies provided to us.
    3. Except as set forth above, you and we each reserve all rights, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other's marks except as set forth herein is strictly prohibited.
  5. Indemnification
    1. We agree to indemnify, defend and hold harmless you and your directors, officers, and employees from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.
    2. You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.
  6. General Provisions
    1. You and we will each monitor and periodically test the general availability and operation of our respective Web sites.
    2. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
    3. In its performance of this Agreement and in the operation each party's respective Web sites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect.
    4. Neither you nor we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
    5. This Agreement shall be interpreted, construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario, Canada, excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods. Venue and jurisdiction of any claim or action involving this Agreement shall exist exclusively in the Provincial and Federal courts located in Ontario, Canada.
    6. Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices given by other means shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) upon confirmation of receipt by fax by the party to be notified, (iii) one (1) business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (iv), or (iv) three (3) days after deposit with the United States post office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address indicated for such party from time to time. Notices to us will be sent to: Cressman Consultants Limited, 196 McIntyre Drive, Unit 1, Kitchener, Ontario, Canada N2R 1H4
    7. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and permitted assigns.
    8. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
    9. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
    10. If any provision of this Agreement violates any law or becomes unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer in violation of law or unenforceable. The remaining provisions of this Agreement shall remain binding on the parties.
    11. Given the difficulty of ascertaining the physical location of an internet web site. for the purposes of establishing where a referral takes place it is agreed by all parties that the services rendered by the ‘Affiliate’ are deemed to take effect from and at the physical location of the Affiliate’s place of business as communicated to us at the time of entering into this agreement.
    12. Tax Reporting, ‘Var/Partner’ shall be responsible for all taxes and other similar levies applicable to referral fees or commissions paid by us pursuant to any law or regulation. The Affiliate shall report income received from us to their tax authorities as required by law.
    13. Given the difficulty of ascertaining the physical location of an internet web site. for the purposes of establishing where a referral takes place it is agreed by all parties that the services rendered by the ‘Var/Partner’ are deemed to take effect from and at the physical location of the Var/Partner’s place of business as communicated to us at the time of entering into this agreement.