Reseller Agreement

This SJS Solutions Reseller Agreement (the “Reseller Agreement“) is between the applicable reseller (“you” or “Reseller“), and SJS Solutions Ltd (Company Number: 4192996). 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.

This Reseller Agreement is a separate agreement from the agreement that SJS Solutions has with its end users at https://www.sjssolutions.com/terms-of-service (as may be modified by SJS Solutions from time to time, “SJS Terms of Service“). For convenience and consistency, however, the definitions of certain terms related to our products and services (namely Software, Hosted Services, Products, and Authorized Users) will be the same as those in the SJS Solutions Terms of Service.

This Reseller Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by clicking on the “I agree” (or similar button) that is presented to you at the time of your order.

1. Order Requirements.

To the extent that we make Products available for resale, You may order such Products for resale by signing up as a reseller via our website (currently at https://www.sjssolutions.com/reseller-signup/). You must provide all of the requested information including, without limitation, the identity of the end user, the end user’s business and email addresses, and the specific Software licenses, Hosted Services subscriptions, or other Products to be resold in your order (“Reseller Order“). All such information must be accurate and complete and must reflect bona fide orders you have received from end users.

2. Limited Right to Resell.

Subject to this Reseller Agreement, we grant you a one-time, non-exclusive, non-transferable right to resell the Products specified in your Reseller Order to the end user specified in the Reseller Order, solely for use by such end user in accordance with the SJS Solutions Terms of Service. This right to resell does not apply to any other end user or products (including without limitation any sale to any related party, organization or affiliate, or to any subsequent, additional or renewal sale to the same party).

3. Enforcement of SJS Solutions Terms of Service.

3.1. End User Terms. All use of the Products by end users is subject to the SJS Solutions Terms of Service, and you may not purport to impose any other terms pertaining to their use of the products. You are responsible for ensuring that each end user enters into the SJS Solutions Terms of Service (which includes all limitations on Authorized Users and other quantity restrictions applicable to the end user’s order) in a manner that is legally binding upon the end user. This may require you to (a) notify each end user that SJS Solutions products are subject to the SJS Solutions Terms of Service and that by placing an order with Reseller the end user agrees to the SJS Solutions Terms of Service, (b) include either a copy of or link to the SJS Solutions Terms of Service in each quotation and order form you issue to the end user, and (c) SJS provide a pre-requisites document for each end user to complete which provides written confirmation of acceptance of the SJS Solutions Terms of Service prior to the earlier to occur of acceptance of the order by Reseller or delivery of the Product. You must provide evidence of such acceptance by the end user to SJS Solutions upon request.

3.2. Enforcement Cooperation. You agree to immediately notify us of any known or suspected breach of the SJS Solutions Terms of Service or other unauthorized use of the products and to assist us in the enforcement of the terms of the SJS Solutions Terms of Service.

4. Identification as Reseller.

Subject to this Reseller Agreement, you are permitted to identify yourself as an SJS Solutions “Reseller” solely in connection with your resales of Products. You may not use any SJS Solutions or Optymyse trademark, logo or service mark (“SJS Solutions & Optymyse“) except as permitted by SJS Solutions.

5. Payment and Delivery.

5.1. Fees. Payment to SJS Solutions is due within the number of days shown on the SJS Solutions Invoice or as agreed between You and SJS Solutions.

5.2. Delivery. In the case of Capex agreements upon receipt of an official Purchase Order, we will deliver the applicable Software license key, hosted Services login information, or other information necessary for end users to use or access the applicable products directly to the delivery contact specified in the Reseller Order in accordance with our standard delivery procedures. For Opex agreements the same access will be provided once the first months payment has been received. If we deliver the license keys or logins to you, you agree that you will, in turn, deliver them directly to the end user specified in the Reseller Order, and not to use or access the Software, Hosted Services, or other Products in any way. You must either delete all license keys promptly thereafter or maintain them in confidence.

5.3. Taxes. Payments made by you under this Reseller Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by SJS Solutions, you must pay to SJS Solutions the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to SJS Solutions any such exemption information, and SJS Solutions will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

5.4. End User Pricing and Payment; Refunds. You will independently set your own pricing to each end user. You bear all risk of non-payment by end users, and you are solely responsible for all your costs and expenses. You may not terminate a Reseller Order or receive any refunds due to non-payment by an end user. If SJS Solutions provides any refund to an end user, SJS Solutions, at its option, will refund the applicable amounts either directly to the end user or to you for distribution to the end user. You agree to cooperate with SJS Solutions in connection with any such refund.

6. Feedback.

If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to us about or in connection with the products or our Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback“), then you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Reseller Agreement (including without limitation Section 12 (Confidentiality)) limits SJS Solutions right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7. No Use Rights; SJS Solutions Reserved Rights.

Only the end user customer of the Products (and its Authorized Users) may use the products. You are not permitted to use any Products resold under this Reseller Agreement for your own benefit. To the extent that you nevertheless gain any access to the products, all license restrictions in the SJS Solutions Terms of Service apply to you. Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right in Section 2 above, SJS Solutions and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all products, service descriptions, documentation, and underlying technology (“Optymyse“), and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. You acknowledge that you are obtaining only a limited right to resell the Products and that irrespective of any use of the word’s “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Reseller Agreement or otherwise.

8. Reseller Obligations and Liability.

8.1. End User Relationships; Business Practices.  You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to SJS Solutions or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement. You further agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

8.2. Indemnity. You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of Products. You will indemnify, hold harmless and (at SJS Solutions option) defend SJS Solutions from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which SJS Solutions becomes liable 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 SJS Solutions or its products or services not specified in the SJS Solutions Terms of Service, or (c) any of your other acts or omissions in connection with the marketing or resale of the products under this Reseller Agreement.

9. Termination.

9.1. Termination. We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within ten (10) 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. SJS Solutions 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 SJS Solutions or otherwise harm SJS Solutions or its end users.

9.2. Effect of Termination. You expressly agree that SJS Solutions will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as an SJS Solutions Reseller and using SJS Solutions & Optymyse trademarks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Sections 5 (Payment and Delivery) (but only with respect to Reseller Orders completed during the Term), 6 (Feedback) and 8 (No Use Rights; SJS Solutions Reserved Rights) through 15 (General) will survive.

10. Changes to Agreement.

From time to time, we may modify this Reseller Agreement. The version of this Reseller Agreement in place at the time you submit each Reseller 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 it periodically.

11. Confidentiality.

Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as “Receiving Party“) from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any SJS Solutions Technology and any performance information relating to the Products shall be deemed Confidential Information of SJS Solutions without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

12. SJS Solutions Commitments; DISCLAIMER OF WARRANTIES.

For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by SJS Solutions with respect to use of the Products are made directly by SJS Solutions to the end user in accordance with the SJS Solutions Terms of Service and do not extend to you as a Reseller. We make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO you as a RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY.

13.1. Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER SJS SOLUTIONS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13.2. Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, SJS SOLUTION’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO SJS SOLUTIONS IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.

14. Governing Law; Arbitration

14.1. Governing Law; Jurisdiction. This Reseller Agreement will be governed by and construed in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts.

14.2. Injunctive Relief. Nothing in this Reseller Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14.3. Arbitration. Except for actions to protect Proprietary Rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with LCIA rules. The arbitration shall take place in London, United Kingdom. The arbitrator shall apply the laws of the United Kingdom to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration.

15. General.

This Reseller Agreement is the entire agreement between You and SJS Solutions relating to the resale of SJS Solutions products as described in this Reseller Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Reseller Agreement. If any provision of this Reseller Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. As used herein, “including” (and its variants) means “including without limitation” (and its variants). This Reseller Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Should you have any questions concerning this Reseller Agreement, or if you desire to contact SJS Solutions for any reason, please contact us.