Reseller Agreement

Last Updated: January 2026
This Reseller Agreement (“Agreement”) is entered into between RSCU Cloud Backup (“RSCU”) and the approved reseller (“Reseller”).

1. Appointment
RSCU appoints Reseller as a non-exclusive reseller of RSCU Cloud Backup services.

2. Relationship of the Parties
Reseller is an independent contractor. Nothing in this Agreement creates a partnership, agency, joint venture, or employment relationship between the parties.

3. Customers & Responsibilities
Unless otherwise agreed in writing:
RSCU contracts only with Reseller.
Reseller contracts directly with its end customers.
Reseller is responsible for:
Customer billing and collections
First-line customer support
Ensuring customer compliance with applicable laws and regulations

4. Branding & Marketing Restrictions
4.1 Authorized Branding
Reseller is authorized to market and resell the Service only under the RSCU Cloud Backup brand name.
Reseller may:
Present RSCU Cloud Backup as part of its overall service offerings
Identify itself as an “Authorized RSCU Reseller” or “RSCU Partner”
4.2 Prohibited Branding
Reseller shall not:
Rebrand, rename, white-label, or market the Service under any other product name
Represent the Service as proprietary or internally developed
Remove, obscure, or alter RSCU branding, trademarks, or product naming
Any goodwill arising from use of the RSCU name or trademarks shall inure solely to the benefit of RSCU.

5. Pricing & Payment
Reseller may set its own end-customer pricing unless otherwise restricted by RSCU.
RSCU pricing to Reseller is provided separately and may be updated with notice.
Fees are due according to the billing terms specified at purchase.
Non-payment may result in suspension or termination of access.
Unless otherwise stated, fees are non-refundable.

6. Acceptable Use
Reseller agrees not to misuse the Service or permit use that:
Violates applicable laws or regulations
Infringes intellectual property rights
Creates security, privacy, or operational risk to RSCU

7. Data Protection & Compliance Disclaimer
RSCU Cloud Backup provides technical features that may assist customers in meeting regulatory and security requirements, including HIPAA and NIST frameworks.
RSCU does not guarantee compliance. Reseller and its end customers are solely responsible for assessing, implementing, and maintaining compliance with all applicable laws, regulations, and industry standards.

8. Confidentiality
Reseller agrees to keep confidential all non-public information disclosed by RSCU, including but not limited to:
Pricing and licensing details
Technical and security information
Documentation and internal processes
This obligation survives termination of this Agreement.

9. Intellectual Property
All rights, title, and interest in and to the RSCU Cloud Backup service, including all software, documentation, trademarks, and related intellectual property, remain the exclusive property of RSCU.
No ownership rights are transferred under this Agreement.

10. Suspension & Termination
RSCU may suspend or terminate Reseller access for:
Non-payment
Policy or Agreement violations
Security or operational risks
Effect of Termination
Upon termination:
Reseller must immediately cease marketing and reselling the Service
All RSCU branding must be removed from Reseller materials
Outstanding fees remain due
Customer data handling is governed by the RSCU Terms of Service

11. Limitation of Liability
To the maximum extent permitted by law, RSCU’s total liability under this Agreement shall not exceed the amounts paid by Reseller to RSCU in the three (3) months preceding the claim.

12. Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles.
Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within Illinois, and the parties consent to such jurisdiction and venue.

13. Entire Agreement
This Agreement supplements and incorporates the RSCU Terms of Service and constitutes the entire agreement between the parties regarding the subject matter herein.