These Accredible Reseller Terms and Conditions (“Terms”) are entered into by and between EdInvent, Inc., d/b/a Accredible (“Accredible”) and the reseller listed in the Cover Page (“Reseller”). These Terms and any exhibits attached and incorporated to the Cover Page constitute the entire, integrated agreement between the parties with respect to the resale of the Accredible Service by Reseller (“Agreement”). If a conflict arises between these Terms, a Purchase Order and an Ordering Document, these Terms shall prevail unless otherwise expressly agreed to by the parties.
“Accredible Service” means the cloud based services currently offered by Accredible under the name “Accredible Certificates”, “Accredible Portfolios”, “Accredible Professional Profiles” or successor branding. The Accredible Service includes any Feature Packs that Reseller purchases, but excludes: (a) third party Credentials including without limitation any certification, testing, identity verification; and (b) Third Party Applications.
“Channel Partner Managers” shall mean the individuals appointed by the parties who shall act as liaisons between the parties with respect to their respective performance of this Agreement and shall provide the parties from time to time with the names and telephone numbers of additional specific contact persons (e.g., to communicate specific information regarding support, enhancements, etc.) when such direct contact is preferable. The names and email addresses of the initial Channel Partner Managers are set forth in the Cover Page. In the event that either party appoints a new Channel Partner Manager, such party will promptly notify the other.
“Confidential Information” shall have the meaning set forth in Section 8.1.
“Credentials” means evidence of achievement, ability, attainment, authenticity, compliance, completion, eligibility, entitlement, experience, identity, membership, qualifications, title or other attributes, qualities or traits.
“End User” means a person or entity to whom or which the Reseller has resold the Accredible Service for the End User’s own use and not for further resale or distribution. End User also means individual employees or users in the End User organization.
“Feature Packs” shall mean a set of additional service features that an End User may opt to purchase.
“Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, mask work rights, moral rights, contract rights, and other proprietary rights recognized by the laws of any country.
“Minimum Sales Quota" means the minimum sales of the Accredible Service as set forth in Exhibit A necessary for Reseller to maintain its appointment as an Accredible authorized reseller.
“Ordering Document” means an Accredible quote, order form and/or SOW.
“Purchase Order” or “PO” means a written or electronic order from Reseller to Accredible for the Accredible Service to be provided by Accredible under these Terms.
“Terms of Service” or “TOS” means Accredible’s terms and conditions for use of the Accredible Service which can be found at https://www.accredible.com/terms/
“Territory" means the geographic region listed on the Cover Page.
“Third Party Applications” means third party applications, websites, and services that Accredible may make available in connection with the Accredible Service.
2.1. Non-Exclusive Appointment. Subject to the terms and conditions herein, Accredible hereby appoints Reseller as its non-exclusive reseller of the Accredible Service directly to Customers in the Territory. Reseller may resell the Accredible Service only to Customers that have accepted – or will accept - the Terms of Service. This Agreement does not confer on Reseller any exclusive rights in the Territory. Accredible reserves the right to market, distribute and license the Accredible Service and any of Accredible's other present or future products directly to customers in the Territory, and Accredible may appoint other dealers, distributors, value-added resellers, original equipment manufacturers, licensees, partners or agents to market, distribute and sublicense the Accredible Service.
2.2 No Indirect Resales. Reseller may not use third party sales agents or other resellers or third parties to market or resell the Accredible Service without Accredible’s prior written approval.
2.3 Limits of Authority. Reseller shall not take any of the following actions: (a) waive, alter, or change any provision of the TOS; (b) modify or extend the amount of or time for the payment of any charge or fee required for the Accredible Service; (c) incur any expense or obligation in the name of Accredible; or (d) use Accredible's name, trade names, trademarks, or logos in connection with its business other than as expressly authorized herein
2.4 Territorial Limitation. Reseller may solicit Customers only within the Territory. Reseller shall not solicit orders from outside the Territory without the prior written consent of Accredible.
2.5 Conflict of Interest. Reseller shall pursue aggressive sales policies and procedures to realize the maximum sales potential for the Accredible Service in the Territory. During the Term of this Agreement, Reseller shall not sell, market, advertise, promote, solicit the sale of, or offer to sell any offering or service that competes with the Accredible Service without the prior written consent of Accredible.
2.6 Status as Independent Contractor. Reseller is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any End User or other third party. The operations of Reseller are subject to the sole control of Reseller. All personnel of Reseller are employees of Reseller and not of Accredible. Without limitation of the foregoing, Reseller is solely responsible for, at its own expense: (a) providing such office space and facilities, and such personnel (and their training) as may be necessary to carry out its obligations under this Agreement; (b) compensating its personnel for any services rendered in connection with the performance of its obligations under this Agreement; (c) covering all personnel under any applicable social benefit laws (including workers' compensation and applicable state disability insurance); and (d) making any and all payroll deductions and contributions that may be required by applicable law or otherwise with respect to its personnel. Reseller shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations hereunder.
3.1 Reseller shall order the Accredible Service for resale by issuing a Purchase Order, signed, if requested by Accredible, or (in the case of electronic transmission) sent by its Channel Partner Manager, indicating the Feature Pack(s), Third Party Applications and Accredible Service SKU numbers, quantity, unit price, total purchase price, bill-to and ship-to addresses, tax exempt certifications, if applicable, and identity of the end user for each subscription. No contingency contained on any Purchase Order shall be binding upon Accredible. These Terms shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by Reseller to Accredible, and any such additional or conflicting terms are deemed rejected by Accredible.
3.2 Accredible shall use commercially reasonable efforts to provide order acknowledgement information within five (5) business days of receipt of a Purchase Order, however, Accredible’s failure to timely respond shall not be deemed acceptance of a Purchase Order. Accredible has the right, in its sole discretion, to accept or reject any Purchase Order. Any change requested by the Reseller to the specifications, quantities, or any other aspect of the scope of an Ordering Document must be agreed to in writing by the parties and may result in a price and/or delivery adjustment as determined by Accredible.
3.3 Reseller acknowledges and agrees that the Accredible Service is provided to End Users directly by Accredible. Reseller acknowledges that: (a) the Accredible Service contains a license key that is enabled upon activation and may be used to restrict access to and use of the Accredible Service if the applicable subscription term has expired or if the End User is in breach of the TOS; and (b) Accredible does not warrant the Accredible Service under this Agreement. The Accredible Service is warranted in accordance with the TOS that governs its use.
3.4 Changes. Accredible reserves the right, in its sole discretion and without incurring any liability to Reseller to: (a) alter the specifications and/or functionality of the Accredible Service; (b) discontinue all or any components of the Accredible Service; or (c) discontinue the development of any new Accredible Service, whether or not such Accredible Service has been announced publicly. Notwithstanding the above, Accredible shall use commercially reasonable efforts to provide Reseller with thirty (30) days written notice of any change that materially and adversely affects the features or functionality of the Accredible Service unless such change is due to reasons outside of Accredible’s control.
4.1 Market the Accredible Service. Reseller shall, at its own expense: (a) market, advertise, promote, and solicit the sale of the Accredible Service to prospective and existing End Users consistent with good business practice, in each case using its best commercial efforts to maximize Product sales volume in the Territory and meet the Minimum Sales Quotas; (b) initiate and attend sales calls and meetings with prospective and existing End Users; (c) develop and execute a sales and marketing plan sufficient to fulfill its obligations under this Agreement, including meeting or exceeding the Minimum Sales Quotas; (d) observe reasonable directions and instructions given to it by Accredible in relation to the marketing, advertisement, and promotion of the Accredible Service; (e) promptly notify Accredible of, and provide reasonable assistance to Accredible to address and investigate, any complaint or adverse claim about the Accredible Service or its use of which Reseller becomes aware; (f) have sufficient knowledge of the industry and products competitive with the Accredible Service (including specifications, features, and benefits) so as to be able to explain in detail to End Users the differences between the Accredible Service and competing products; and (g) ensure that an adequate number of trained, capable, and qualified technical personnel with sufficient knowledge of the Accredible Service are available to respond to End Users with respect to the general operation and use of the Accredible Service
4.2 Forecasts. On or before the beginning of each quarter, Reseller agrees to provide Accredible with a rolling six (6) month non-binding forecast indicating Reseller ’s intended resale of Accredible Service during each month of such period and the prospective End Users contacted or to be contacted, as well as such other information as Accredible may reasonably request. In the event the Territory consists of more than one country, each rolling forecast shall in addition indicate Reseller ’s intended resale allocated for each country comprising the Territory.
4.3 Obtain Government Approval. Reseller shall, at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations under this Agreement.
4.4 Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, Reseller shall (and shall not permit any third party to), directly or indirectly: (a) make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) on behalf of Accredible; or (ii) to any prospective or actual End User with respect to the Accredible Service, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation published by Accredible; or (b) engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Accredible Service, including any product disparagement.
4.5 Reports. Reseller shall submit to Accredible weekly written reports detailing Reseller's sales activities. Such reports shall include without limitation potential purchasers, including contact person and phone numbers, etc. Reseller shall also maintain a record of any End User complaints regarding either the Accredible Service or Accredible and immediately forward to Accredible the information regarding those complaints. Reseller shall also maintain and make available to Accredible accurate books, records, and accounts relating to the business of Reseller with respect to the Accredible Service.
5.1 Accredible Materials. Accredible shall provide Reseller with copies of its current price lists, its policies and procedures, and its Terms of Service, as established from time to time. Reseller acknowledges that the policies and procedures include, but are not limited to, matters relating to: (a) the proper representation of the Accredible Service; (b) use of Accredible trademarks and promotional materials; and (c) terms and conditions regarding evaluations, demonstrations and proof of concepts.
5.2 Marketing Support. Accredible shall: (a) provide any information and support in the Territory that may be reasonably requested by Reseller regarding the marketing, advertising, promotion, and sale of Accredible Service; and b) allow Reseller to participate in any marketing, advertising, promotion, and sales programs that Accredible may make generally available to its authorized resellers of Accredible Service in the Territory, provided that Accredible shall have the right to alter or eliminate any such program at any time;
6.1 Prices. Prices on Accredible’s website or in Ordering Documents are based on the latest information available and may be subject to change without notice. Unless otherwise extended in writing, all prices listed in an Ordering Document will be deemed to expire and become invalid upon the expiration date listed in the applicable Ordering Document, provided however, Accredible reserves the right to update its Ordering Document in the event of a material exchange rate fluctuation, adjustments in third party components, tariff or duties increases, importation cost increases, or supplier price increases. In such event, Accredible will provide an updated Ordering Document and will not provide the Accredible Service until a Purchase Order with the correct price is received from Reseller. Any mathematical, stenographic, technical, or clerical errors are not binding and Accredible reserves the right to cancel Ordering Documents arising from such errors.
6.2 Taxes. All fees payable under this Agreement are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts, and all applicable export and import fees, customs duties and similar charges. Reseller shall be responsible for assessment, collection, remittance, accounting, reporting, and payment of all such taxes (other than taxes based on Accredible’s income), fees, duties and charges, and any related penalties and interest, and all other such legal responsibilities of sales tax for Reseller's sales of the Accredible Service. Reseller will make all payments required hereunder to Accredible free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Accredible will be Reseller’s sole responsibility, and Reseller will, upon Accredible’s request, provide Accredible with official receipts issued by the appropriate taxing authority, or such other evidence as Accredible may reasonably request, to establish that such taxes have been paid.
6.3 Payment. Terms of payment are net thirty (30). Any portion of any fee or other amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. All payments to Accredible under this Agreement shall be made in US Dollars. Reseller represents and warrants that no currency control laws applicable to Reseller will prevent the payment to Accredible of any sums due under this Agreement. All expenses incurred of currency conversion and transfer to Accredible shall be borne by Reseller. Accredible may invoice parts of an Ordering Document separately or together in one invoice. Reseller must provide notice of any payment dispute within ten (10) days of the date of the invoice or Reseller waives any right to dispute such invoice; however, any such dispute shall not delay timely payment to Accredible. Any invoices issued by Accredible are deemed to include any special terms identified on the applicable Ordering Document as if fully incorporated within the invoice. Accredible reserves the right to require guarantees, security or payment in advance from any Reseller. In the event Reseller fails to pay the total purchase price within the time indicated on the face of the invoice, the entire outstanding balance due to Accredible on all invoices shall be accelerated and become due in full immediately and the maximum allowable charge and/or interest allowed by applicable laws shall be applied to all past due accounts commencing from the due date of the invoice until paid. Accredible shall also be entitled, in addition to all other remedies available at law or in equity, to recover reasonable attorneys’ fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending these Terms.
6.4 End User agrees to give Accredible at least seven (7) business days’ notice if its financial position changes or it becomes a credit risk, intends to make an assignment for the benefit of creditors, file for relief under the U.S. Bankruptcy Code (or other similar law under the jurisdiction in which it is located), or seek the appointment of a receiver. In which case, in addition to any other remedies available, all amounts due to Accredible shall be accelerated and become immediately due and payable.
6.5 Auditing and Required Records. Reseller will maintain complete and accurate records during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters covered by this Agreement. Accredible will have the right, at its own expense, upon reasonable prior notice, periodically to inspect and audit the records of Reseller as well as Reseller’s use of the Accredible Service for purposes of determining Reseller’s compliance with the terms and conditions herein. Reseller agrees to cooperate with Accredible in the performance of any such audit, and shall provide to Accredible such access to Reseller’s relevant records, data, information, personnel and/or facilities as Accredible may reasonably request for such limited purposes. If Accredible’s inspection and audit reveals that Reseller has underpaid Accredible with respect to any amounts due and payable during the period to which such inspection and audit relates, Reseller shall promptly pay such amounts as are necessary to rectify such underpayment, together with interest in accordance with Section 5.4 and further provided that if the amount of such underpayment equals or exceeds five percent (5%) of the total amounts due and payable by Reseller during such period, Reseller shall reimburse Accredible for the cost of such inspection and audit.
7.1 Quality Control. Reseller may use Accredible’s trademarks in Reseller’s advertising and promotional media; provided (a) that Reseller conspicuously indicates in each such medium that such names are trademarks of Accredible; and (b) that, as requested by Accredible from time to time, Reseller submits all such media to Accredible for prior approval and follows reasonable trademark usage guidelines communicated by Accredible.
7.2 Marketing. Within forty-five (45) days after the Effective Date, and on each anniversary thereafter, Accredible and Reseller shall meet to discuss and agree upon a marketing communications program for the following twelve (12) months to market, advertise, promote and resell the Accredible Service consistent with good business practice, in each case using its best commercial efforts to maximize the sales volume of the Accredible Service. Such efforts shall include, by way of example, inclusion in Reseller’s marketing communications, trade shows, blogs and placement on Reseller’s website
7.3 Obligation Upon Termination or Expiration. Upon expiration or termination of this Agreement for any reason, Reseller will immediately cease all further use of Accredible trademarks and, at Accredible’s election, either destroy or deliver to Accredible all materials in Reseller’s control or possession which bear such marks.
7.4 Reseller hereby agrees to: (a) cooperate and assist in the publication of a customer success story outlining the key business issues, its reasons for selection of Accredible, and key benefits of the Accredible Service; (b) be an active Accredible reference account; and (c) allow Accredible to list Reseller as a customer on Accredible’s website and customer lists.
8.1 Any information that is transmitted by one party (the “Disclosing Party”) to the other (the “Receiving Party”) hereunder and: (a) if in written form, is marked “confidential” or with a similar legend by the Disclosing Party before being furnished to the other; or (b) if disclosed orally or visually is identified as such prior to disclosure and summarized, in writing, by the Disclosing Party to the Receiving Party within thirty (30) days, shall be deemed to be the confidential information of the Disclosing Party for purposes of this Agreement (“Confidential Information”). Each Receiving Party expressly undertakes to retain in confidence and not to disclose to any third party any such Confidential Information received from the Disclosing Party hereunder. Each Receiving Party further agrees to make no use of such Confidential Information except as necessary to exercise the rights or fulfill the obligations expressly granted under this Agreement. Each Receiving Party shall take reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information and to prevent such Confidential Information from falling into the public domain or into the possession of any unauthorized person. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and legal or accounting advisors who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with such party which protects the Confidential Information of the Disclosing Party. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure of its Confidential Information.
8.2 Confidential Information shall not include information that: (a) was in the public domain at or subsequent to the time it was communicated to the Receiving Party by the Disclosing Party through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to the Receiving Party by the Disclosing Party; (c) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or (d) was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.
Reseller acknowledges that: (a) the Accredible Service, related documentation, Accredible methodologies and any copies, modifications, enhancements, adaptations, translations and derivative works thereof, and any and all related and underlying technology; (b) the Accredible trade marks, logos or designations of origin or ownership owned by Accredible and used in connection with or embodied in such Accredible Service; and (c) any Intellectual Property Rights in any of the foregoing (“Accredible IP”), are and will remain the sole and exclusive property of Accredible.
10.1 Reseller 's Representations and Warranties. Reseller represents and warrants to Accredible that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation/organization/formation; (b) it is qualified and licensed to do business and in good standing in the Territory; (c) it has the full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (d) the execution of this Agreement has been duly authorized by all necessary corporate action of Reseller; and (e) when executed and delivered by each of Accredible and Reseller, this Agreement will constitute the legal, valid, and binding obligation of Reseller, enforceable against Reseller in accordance with its terms.
10.2 Accredible's Representations and Warranties. Accredible represents and warrants to Reseller that: (a) it is a Delaware corporation, duly organized, validly existing, and in good standing in the jurisdiction of its incorporation; (b) it is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; (c) it has the full right, corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (d) the execution of this Agreement has been duly authorized by all necessary corporate action of Accredible; and (e) when executed and delivered by each of Accredible and Reseller, this Agreement will constitute the legal, valid, and binding obligation of Accredible, enforceable against Accredible in accordance with its terms.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND AND REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, COVER, COMPUTER FAILURE OR MALFUNCTION, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL ACCREDIBLE’S CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY ACCREDIBLE FROM RESELLER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION EXCHANGED HEREUNDER IS BASED IN PART UPON THE ABOVE LIMITATIONS, FORM AN ESSENTIAL BASIS OF THIS AGREEMENT, AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
12.1 Indemnification by Accredible. Accredible shall defend, indemnify and hold harmless Reseller from and against any and all loss, damage, settlement, costs or expense (including legal expenses and expenses of other professionals), arising out of any claim, action or allegation brought against Reseller that the Accredible Service infringes upon, misappropriates or violates any third party Intellectual Property Right (“Claim”) and will pay any final judgments awarded or settlements entered into, provided that Reseller notifies Accredible in writing within thirty (30) days of the discovery of any such Claim, and gives Accredible the authority to proceed as contemplated herein. Accredible will have the exclusive right to control and defend any such Claim, and Reseller may not settle or compromise such Claim, except with prior written consent of Accredible. Reseller will give such assistance and information as Accredible may reasonably require to settle or oppose such Claim. In the event any such Claim is brought or threatened, or if in the opinion of Accredible be likely to become, the subject of a Claim, Accredible may, at its sole option and expense: (a) procure for the Reseller the right to continue to resell the Accredible Service or infringing part thereof; (b) modify or amend the Accredible Service or infringing part thereof, or replace the Accredible Service or infringing part thereof with other software having substantially the same or better capabilities; or (c) if neither of the foregoing is commercially practicable, Accredible may terminate this Agreement.
12.2 Exclusions. Accredible will have no obligation or liability under Section 12.1 for any Claim based on: (a) any unauthorized use of the Accredible Service or related documentation by the Reseller; (b) use of the Accredible Service in combination with products, equipment, software or data not provided by Accredible, if such infringement would have been avoided in the absence of such combination; (c) compliance by Accredible with specifications or instructions supplied by Reseller; (d) use or incorporation in the Accredible Service of any design, technique or specification supplied by Reseller if the infringement would not have occurred but for such use or incorporation; or (f) modification of the Accredible Service by the Reseller or a third party. The provisions of Section 12.1 and 12.2 state the entire liability and Reseller’s sole and exclusive remedy for any violation or infringement of intellectual property rights.
12.3 By Reseller. Reseller shall defend, indemnify and hold harmless Accredible from and against any and all loss, damage, settlement, costs or expense (including legal expenses and expenses of other professionals), arising out of: (a) any misrepresentation, negligence, error or omission by Reseller, its representatives, distributors, or other resellers; or (b) warranties, obligations or representations it makes to Customers regarding the Accredible Service.
13.1 Term. This Agreement will be in effect as of the Effective Date and will remain in force for an initial term of 1 year (the “Initial Term”), unless terminated or extended as provided below, and will automatically renew for successive one (1) year terms, unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the expiration of the then-current term (the Initial Term, together with any renewal terms, collectively the “Term”). Neither party is obligated to renew this Agreement.
13.2 Termination for Convenience. After the Initial Term, either party may terminate this Agreement for its convenience upon at least ninety (90) days prior written notice.
13.3 Termination for Cause. Notwithstanding anything to the contrary herein, this Agreement, and the rights and obligations of the parties hereunder, may be terminated with immediate effect by either party upon written notification by the party not at fault, if: (a) the other party is in material breach of any term, condition or provision of this Agreement or any Agreement, and such breach, if capable of being cured, is not cured within fifteen (15) days after receipt of a written notification specifying the nature of such breach; or (b) the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors, files or has filed against it by a third party any petition under any bankruptcy (or similar), laws of country of registration, or an application for a receiver of either party is made by anyone and such petition or application is not resolved in favor of such party within sixty (60) days after such event taking place.
13.4 Consequences of Termination.
13.4.1 Upon the expiration or any earlier termination of this Agreement, each party will promptly upon request return all Confidential Information received from the other party (and any copies thereof) and each party agrees to provide the other with reasonable assistance to transition any and all open matters.
13.4.2 In the event of any termination or expiration of this Agreement, the rights and obligations of the parties with respect to this Agreement will automatically terminate subject to the surviving clauses as specified in article 13.4.
13.4.3 Upon the expiration or any earlier termination of this Agreement, all rights granted by Accredible shall immediately cease. For the avoidance of doubt, upon the expiration or any earlier termination of this Agreement, Reseller has no further right to: (a) install or incorporate the Accredible Service into the Reseller Product(s); and (b) market, sell, distribute or otherwise dispose of Reseller Product(s) that have the Accredible Service integrated or incorporated.
13.5 Survival. Sections 1, 6.0, 7.3, 8.0, 9.0, 11.0, 12.0, 13.4, 13.5, 14.0 and 15.0 and any other provision necessary for the interpretation of this Agreement, will survive expiration or termination of this Agreement.
14.1 Reseller will at all times comply with all applicable laws and regulations in marketing and selling the Accredible Service.
14.2 Export Controls. Reseller will comply with all applicable export and import control laws and regulations in its use and distribution of the Accredible Service including regulations of the United States Bureau of Industry and Security and other applicable agencies. Reseller will not, directly or indirectly, or knowingly permit sale of the Accredible Service to any country for which approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained.
14.3 Corrupt Practices. Reseller will comply with the U.S. Foreign Corrupt Practices Act and will not use any payment or other benefit derived from Accredible to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting the Agreement.
15.1 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, earthquakes, fire, terrorism, internet service provider failures or delays, civil unrest, war or military hostilities, epidemic, pandemic, criminal acts of third parties, and public authorities acting with actual or apparent authority, but the inability to meet financial obligations is expressly excluded.
15.2 Waiver. Any waiver of the provisions of this Agreement or any agreement related to this Agreement or of a party’s rights or remedies under this Agreement or an agreement related to this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or agreement related to this Agreement, or its rights or remedies at any time will not be construed nor deemed to be a waiver of such party’s rights under this Agreement or any agreement related to this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or any agreement related to this Agreement or prejudice such party’s right to take subsequent action.
15.3 Applicable Law and Jurisdiction. This Agreement, and any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, will be governed by and interpreted in accordance with the law where Reseller is domiciled. If Reseller is domiciled in North America, then the laws of the State of California, USA, shall govern, without giving effect to principles of conflict of laws, and Reseller hereby consents to the exclusive jurisdiction and venue of the state and federal courts in the County of San Francisco, CA. If Reseller is domiciled outside of North America, then the laws of England and Wales shall govern, without giving effect to principles of conflict of laws, and Reseller hereby consents to the exclusive jurisdiction and venue of the courts in London, England. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. In the event this Agreement is translated into any language other than English, the original English version shall control and prevail on any question of interpretation or otherwise.
15.4 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. The headings in this Agreement are inserted merely for the purpose of convenience and do not affect the meaning or interpretation of this Agreement.
15.5 Relationship of Parties. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. No employee of either party shall be or become, or shall be deemed to be or become, an employee of the other party by virtue of the existence or implementation of this Agreement. Each party hereto is an independent contractor. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
15.6 Non-Assignment. Reseller may not assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of Accredible. Any attempted assignment or delegation without Accredible's written consent will be void. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns.
15.7 Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by first class mail (certified or registered), to the Channel Partner Manager of the other party. Notices will be deemed effective: (a) three (3) business days after deposit, postage prepaid, if mailed; or (b) the next day if sent by overnight mail.
15.8 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement will cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation and the non-breaching party is therefore entitled to obtain prompt injunctive relief to enjoin the breaching party from any and all acts in violation of those provisions without the necessity of posting a bond or other security. Such injunctive relief remedy shall be cumulative and not exclusive and the non-breaching party is entitled to seek any other relief available to such party at law or in equity.
15.9 No Third Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
15.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written communications between the parties relating in any way to the subject matter hereof. This Agreement is intended by the parties to be a complete and wholly integrated expression of their understanding and agreement. This Agreement may only be modified by a written document executed by the parties hereto. There are no conditions, understandings, agreements, representations, or warranties expressed or implied, that are not specified herein. This Agreement may be executed in two counterparts, each of which shall be an original and together which shall constitute one and the same instrument.
Last updated: January 27, 2021
