Reseller Terms

1. Scope and Acceptance

1.1 These Reseller Terms ("Terms") apply to any person or entity that resells, rebrands, bundles or otherwise makes available to a third party any service supplied by Bamboozle Web Services, Inc. or its subsidiaries ("Bamboozle", "we", "us"), whether or not a separate written reseller agreement exists.

1.2 A Reseller accepts these Terms by placing an Order for services intended for resale, by reselling any Bamboozle service, or by continuing to resell any Bamboozle service thirty (30) days after these Terms are published or notified to the Reseller, whichever occurs first.

1.3 These Terms are supplemental to the Terms of Service Agreement, the Master Agreement for IP Services, the Acceptable Use Policy and the applicable Service Level Agreements, each of which is incorporated by reference. Where these Terms conflict with those documents, these Terms prevail in respect of resale activity only. Where an individually negotiated and signed reseller agreement conflicts with these Terms, that agreement prevails.

1.4 Nothing in these Terms creates a partnership, joint venture, franchise, employment or agency relationship. The Reseller is an independent contractor, contracts with its End Customers in its own name and on its own account, and has no authority to bind Bamboozle or to make any representation on Bamboozle's behalf.

2. Definitions

End Customer — any third party to which the Reseller supplies a Resold Service.

Infrastructure — the data centre space, power, cooling, network, interconnection, IP transit and address space operated or procured by Bamboozle and used to deliver a Resold Service.

Marks — the Bamboozle name, logos, trade marks, service marks, domain names and autonomous system name.

Published Facts — statements of fact about the Infrastructure that Bamboozle has published on its own websites or supplied to the Reseller in writing for the purpose of onward publication, in each case as current at the time of use.

Reseller — a person or entity within the scope of Section 1.1.

Resold Service — any Bamboozle service supplied to an End Customer by the Reseller, whether under the Bamboozle name, the Reseller's own name or any other name.

3. Attribution

3.1 Where the Reseller describes the Infrastructure underlying a Resold Service — including any description of a data centre, facility, network, interconnection, IP transit or IP address space — the Reseller shall identify Bamboozle as the provider of that Infrastructure.

3.2 Where the Reseller describes the network or the origin of IP address space, the attribution shall include the autonomous system number AS200851.

3.3 The following forms of words satisfy Sections 3.1 and 3.2, and the Reseller may use them without further permission:

• "Network and colocation provided by Bamboozle Web Services (AS200851)."
• "Infrastructure by Bamboozle Web Services, AS200851."
• "Hosted on the Bamboozle Web Services network (AS200851)."

3.4 The attribution shall appear on each page or document in which the Infrastructure is described, in legible text of no less prominence than the surrounding body copy. Attribution in an image, a tooltip or a footer alone does not satisfy this Section.

3.5 The Reseller shall not present the Infrastructure as owned or operated by the Reseller, and shall not use possessive formulations such as "our data centre", "our network" or "our IP addresses" in relation to it.

3.6 Where Bamboozle notifies the Reseller in writing that attribution is absent or non-compliant, the Reseller shall correct it within ten (10) business days.

4. Accuracy of Representations

4.1 The Reseller shall not state or imply any characteristic of the Infrastructure other than a Published Fact. This obligation applies to the Reseller's websites, marketing materials, proposals, contracts, social media, submissions to directories and comparison sites, and statements made to End Customers.

4.2 Without limiting Section 4.1, the Reseller shall not state or imply:

• any tier classification, tier rating or tier certification of a facility, unless Bamboozle has published that the facility holds a current certification of that level from the certifying body named;
• any certification, accreditation, audit report or compliance status, including any standard issued by the International Organization for Standardization, SOC reports, PCI DSS or equivalent;
• any availability, uptime or service level figure in respect of the Infrastructure;
• any figure for redundancy, power capacity, cooling capacity, power usage effectiveness, network capacity, latency or throughput;
• any peering, interconnection, carrier or transit relationship;
• any ownership, tenancy or exclusive right in respect of a facility, cabinet, network or address space.

4.3 The Reseller may repeat a Published Fact verbatim or in substance, provided it remains accurate at the time of publication and is attributed in accordance with Section 3. Bamboozle may notify the Reseller that a Published Fact has changed or been withdrawn, upon which the Reseller shall cease using it within ten (10) business days.

4.4 Where Bamboozle notifies the Reseller in writing of a statement that does not comply with this Section, the Reseller shall correct or remove that statement within ten (10) business days. Bamboozle may suspend the supply of services for resale where the Reseller fails to do so.

4.5 The Reseller shall indemnify and hold harmless Bamboozle against all Claims arising out of or relating to any representation made by the Reseller in respect of the Infrastructure, including any Claim brought by an End Customer.

5. Service Levels

5.1 The Reseller shall not offer, publish or contract for any service level, availability commitment, response time or remedy in respect of a Resold Service that exceeds the corresponding commitment given by Bamboozle to the Reseller under the applicable Service Level Agreement.

5.2 Where the Reseller offers a commitment that exceeds Bamboozle's, the Reseller bears the whole of the excess. Bamboozle's liability to the Reseller is limited to the service credits provided for in the applicable Service Level Agreement.

5.3 Service credits are claimed by the Reseller from Bamboozle and are payable to the Reseller alone. Bamboozle has no obligation to any End Customer.

6. Use of Marks

6.1 Bamboozle grants the Reseller a non-exclusive, non-transferable, revocable licence to use the Bamboozle name during the term of these Terms, solely to describe the relationship and to comply with Section 3.

6.2 Any other use of the Marks, including use of a logo, requires Bamboozle's prior written consent.

6.3 The Reseller shall not register or seek to register any domain name, trade mark, business name, social media handle or account name that incorporates or is confusingly similar to any of the Marks, and shall not present itself as Bamboozle or as an office, branch or division of Bamboozle.

6.4 The Reseller shall not bid on the Marks as keywords in paid search or other paid advertising without Bamboozle's prior written consent.

6.5 The licence in this Section ends on termination, and the Reseller shall then remove all use of the Marks within thirty (30) days, save that the Reseller shall continue to comply with Section 4 in respect of any statement that remains published.

7. IP Address Space

7.1 IP addresses supplied or assigned by Bamboozle remain the property of Bamboozle at all times, are not portable, and are subject to the policies of the relevant Regional Internet Registry. The Reseller acquires no right, title or interest in them.

7.2 The Reseller shall maintain accurate registration and reassignment records for all address space supplied to End Customers, in the form and within the timescales required by the relevant Regional Internet Registry and by Bamboozle, and shall keep contact data current.

7.3 The Reseller shall not sub-allocate, lease, sell, transfer or otherwise make available any address space to any party other than an End Customer using it on the Infrastructure, without Bamboozle's prior written consent.

7.4 The Reseller shall not use, and shall not permit an End Customer to use, address space in a manner that causes it to be listed on a public blocklist or reputation list, and shall co-operate in the remediation and delisting of any address space so listed.

7.5 On termination, the Reseller shall cease using all address space within thirty (30) days and is responsible for renumbering or migrating its End Customers within that period. Bamboozle may withdraw the announcement of any address space at the end of that period.

7.6 Where the Reseller holds address space registered in its own name and announced by Bamboozle, Bamboozle may cease announcing it on termination or on thirty (30) days' notice, and the Reseller is responsible for arranging alternative transit.

8. End Customers, Support and Abuse

8.1 The Reseller contracts with End Customers in its own name and is solely responsible for their acceptance of terms no less protective of Bamboozle than these Terms and the Acceptable Use Policy.

8.2 The Reseller provides all first-line support to End Customers. Bamboozle has no support obligation to any End Customer and may decline to deal with an End Customer directly.

8.3 The Reseller shall maintain a monitored abuse contact, shall acknowledge an abuse report forwarded by Bamboozle within four (4) hours, and shall take effective action within twenty-four (24) hours.

8.4 Bamboozle may act directly in respect of a Resold Service, including suspension, where required by law or a competent authority, where necessary to protect the Infrastructure or other customers, or where the Reseller has not acted within the timescales in Section 8.3. Bamboozle will notify the Reseller as soon as reasonably practicable.

8.5 Where the Reseller becomes insolvent, ceases trading, or these Terms are terminated for the Reseller's breach, Bamboozle may contact End Customers directly for the sole purpose of maintaining continuity of service.

9. Confidentiality

9.1 Wholesale pricing, discount schedules, capacity availability and technical documentation supplied to the Reseller are confidential. The Reseller shall not publish them or disclose them to any third party other than to the extent necessary to serve an End Customer.

9.2 This Section does not restrict the Reseller from disclosing the existence of the relationship, which Section 3 in any event requires.

10. Compliance

10.1 The Reseller shall comply, and shall require its End Customers to comply, with all applicable Laws, with the Acceptable Use Policy, and with all applicable trade, export control and sanctions regimes.

10.2 The Reseller shall not supply a Resold Service to any party that is subject to sanctions, or that is located in a jurisdiction to which supply would be unlawful.

11. Suspension and Termination

11.1 Either party may terminate these Terms on thirty (30) days' written notice where the other materially breaches them and fails to cure the breach within that period.

11.2 Bamboozle may suspend supply for resale, or terminate these Terms immediately, where the Reseller breaches Section 4, Section 7 or Section 10, or where continued supply would expose Bamboozle to legal or reputational risk.

11.3 Termination of these Terms does not of itself terminate any Order, but Bamboozle may decline to renew any Order supplied for resale.

11.4 Sections 4.5, 7.1, 9 and 13 survive termination.

12. Changes to these Terms

12.1 Bamboozle may amend these Terms by publishing an amended version and notifying the Reseller in writing at the address held for it. An amendment takes effect thirty (30) days after notification.

12.2 Continuing to resell any Bamboozle service after an amendment takes effect constitutes acceptance of it. A Reseller that does not accept an amendment may terminate under Section 11.1 before it takes effect.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising under these Terms is subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and both parties irrevocably consent to the personal jurisdiction and venue of those courts.

Contact Us

If you have any questions about these Reseller Terms, please contact us at legal@bamboozle.me.