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Services Reseller Agreement

THIS AGREEMENT is entered into between Team Cymru, Inc., with offices located at 901 International Parkway, Suite 350, Lake Mary, FL 32746, USA and ______________________, with offices located at _________________________ on the _______________ 2024.

 

APPOINTMENT. Team Cymru, Inc. ("Team Cymru") agrees to appoint _________________________ (“Reseller”) as our RESELLER for Team Cymru products listed in Exhibit A (the "Products"), and RESELLER accepts this appointment. Team Cymru authorizes RESELLER to License the Software only to approved end user customers ("Customers") within any region approved by Team Cymru in writing. Other markets will be nominated on a case-by-case basis.  As a condition of resale, RESELLER agrees to transfer the Products to customers only through the use of Team Cymru -Trademark- Software License Agreement or related agreements.

 

RESELLER represents and covenants that the Product(s) purchased or licensed by RESELLER under this Agreement will be resold or licensed to RESELLER's Customers only and exclusively within a "Value-Added-Context" created by RESELLER. A Value-Added-Context is created when one or more of the following products and services is furnished and/or delivered by RESELLER to the Customer along with, and at the same time, the Product(s): Pre-Sale prospect needs analysis and system definition/configuration; Turnkey security systems; RESELLER's proprietary software and hardware products that enable the use of the Product(s); RESELLER's integration of the Products(s) into the Customer's existing computing environment.

 

RESELLER acknowledges and agrees that the prices for the Product(s) in this Agreement are offered to the RESELLER in consideration of the foregoing representation and covenant being true during the term of this Agreement. Any resale of Product(s) by RESELLER other than represented and covenanted shall constitute a material breach of this Agreement.

 

Team Cymru, Inc. ("Team Cymru") is providing to RESELLER specific information to assist RESELLER in enhancing/establishing business relationships with third party RESELLERs. Such information, whether provided upon the execution of this Agreement or subsequently, and which includes not only written materials but also information transferred orally, visually, electronically or by other means, together with the analyses, compilations, studies, or other documents prepared by a party or its representatives which contain or otherwise reflect any of the information (and any copies of the foregoing), is herein referred to collectively as the "information".

 

As parties to this Agreement, Team Cymru and RESELLER agree as follows:

 

Terms and Conditions

 

1.     Reseller Responsibilities. It is the Reseller's responsibility under this Agreement to:

a.     Comply with this Agreement;

b.     Work with the Prospects and Customers, face to face, in a competent, professional, and effective manner;

c.     Identify, contact and assess Prospects for their suitability to purchase Specific Services;

d.     Provide Team Cymru with Prospect identify information – Company Name, Contact Name, Contact Email, Contact Phone Number;

e.     Ensure the Prospect executes a mutual non-disclosure agreement (mNDA) between themselves and Team Cymru OR provides to Team Cymru an executed mNDA between Prospect and Reseller that 1) evidences protection of Team Cymru’s Confidential Information and 2) has terms similar, but in any case, no less restrictive, to Team Cymru’s confidentiality terms;

f.      Once executed mNDA is provided, provide specific collateral and pricing for Specific Services.

g.     Determine the Prospect’s interest in and fit for Specific Services;

h.     Working with Team Cymru, perform demos of Specific Services;

i.       Working with Team Cymru, provide samples, trials, proof-of-concepts, pilots to Prospects to prove value of Specific Services;

j.       If applicable, working with Team Cymru, negotiate the final terms of the License Agreement;

k.     Make certain that every Customer understands and accepts the License Agreement provided with the Product;

l.       Make certain that Team Cymru receives a copy of the signed License Agreement;

m.    Deliver to the end user Customer all products purchased by Customer, including all media, documentation, and related materials;

n.     Working with Team Cymru, conduct onboarding of every Customer;

o.     Utilize best efforts to ensure that Customers are satisfied and able to use the Product;

 

2.     Relationship.  RESELLER is an independent contractor and not a Team Cymru agent, partner, or representative. RESELLER has no power to bind Team Cymru, or to change or vary any of Team Cymru terms, conditions, warranties, or promises.

 

3.     Ownership.  As between the parties: (a) Team Cymru (or its licensors, heirs, successors and assigns, as may be applicable) owns all right, title, and interest in and to, or has obtained license to, the Services and Team Cymru Data (as defined in the Order or EULA), any updates thereto, and any technology used to provide the services, Team Cymru’s trademarks, copyrights, patents, trade secret rights, logos and any other intellectual property right (“Team Cymru IP”), and any other materials of a kind or nature provided by Team Cymru to RESELLER under or in relation to this Agreement; and (b) RESELLER owns all right, title, and interest in and to derivative works (excluding the Services and Team Cymru Data and all updates thereto), and any other materials of any kind or nature provided by RESELLER to Team Cymru under or in relation to this Agreement. RESELLER hereby acknowledges that RESELLER does not acquire any ownership rights in or to the Services in connection with the Team Cymru IP and RESELLER shall not attempt to break the encryption or other security mechanisms used by Team Cymru in relation to the above.

 

4.     Reservation.  The rights holder expressly reserves all rights not expressly granted herein.

5.     Resale Provision.  All prices for services provided by Team Cymru to Reseller are in US dollars and exclusive of sales tax.  Reseller may set the prices paid to it by customers.  To be eligible for a Resale Commission, Reseller much first identify a qualified Prospect (Team Cymru must confirm the Prospect as a “Qualified Prospect”), handle all contractual matters including NDA, provide presales support, coordinate negotiations and present Team Cymru with a signed agreement with terms acceptable to Team Cymru, hereinafter referred to as “Qualifying Transaction”. Team Cymru has the right to revise its prices to Reseller with thirty (30) days written notice.  Such revisions shall apply to orders received by Team Cymru on or after the effective date of the revision after giving notice.  Reseller shall be responsible for paying all taxes of any nature which become due with regard to Team Cymru services, except for taxes on Team Cymru's income, irrespective of which party may be responsible for reporting or collecting such taxes. 

 

6.     Resale Fee. Team Cymru shall provide to Reseller discounted pricing for each opportunity to sell the Team Cymru Product. Unless, otherwise agreed to in writing, this pricing shall constitute the “Reseller Fee” owed to Team Cymru. Reseller shall be responsible for determining the retail price of the Team Cymru Product offered to the End User. Reseller agrees that payment obligations are independent of their success in selling the Team Cymru Product, or the timing of payment by the End User. Payment of any Team Cymru invoices are due net 30 days from receipt of the invoice and shall not be delayed due to timing of sales by the Reseller to the End User.

 

7.     Contract Administrator.  In regard to administrative and contractual matters relating to this Agreement, the parties hereby appoint the below listed persons, or their duly authorized designees, as the only persons empowered to make commitments on behalf of their respective organizations to effect changes to any portion of this Agreement.

 

For                                                                         For Team Cymru Inc.:

Name:                                                                    Name:  Jeffrey Vosburg

Title:                                                                       Title:     EVP, Business Development

Address:                                                                 Lake Mary, FL 32746 USA

Phone:                                                                   Phone:     1-847-378-3319

Email:                                                                     Email:      jeffv@cymru.com

 

8.     Representations and Warranties. Team Cymru has all rights, approvals, and/or authorizations necessary to provide the Data Services described in the Order, free from all liens, encumbrances and claims of others. Team Cymru agrees that they will not submit information that they know at the time of submission to be false, and that they will submit information only in good faith. RESELLER acknowledges and agrees that information submitted may be unevaluated and unverified, and except as provided in the preceding sentence, no such submission shall constitute any representation or warranty. RESELLER acknowledges and agrees that they must use their own judgment in assessing the nature and accuracy of all the information. EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN THE ORDER, TO THE EXTENT PERMITTED BY LAW, TEAM CYMRU AND ITS LICENSORS, HEIRS, SUCCESSORS AND ASSIGNS HEREBY DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE WEB APPLICATION IS PROVIDED ON AN “AS AVAILABLE BASIS”.

 

9.     Data Disclosure. No attribution to Team Cymru shall be made to any third parties or any client, agent, representative, contractor, subcontractor, consultant, advisor or other individual or entity affiliated with RESELLER, unless: a) such individual or entity is bound by this Agreement or similar confidentiality obligations no less restrictive than those in this Agreement; b) such individual or entity has executed a non-disclosure agreement with Team Cymru, or c) Team Cymru has consented to said disclosure in writing.  In furtherance of preventing the general disclosure of information learned or obtained, RESELLER also agrees to exercise due care in disseminating among its own employees any information learned or obtained.  Nothing in this Agreement is meant to prohibit RESELLER from using the information to benefit the security or systems administration of a third party that is not a party to this Agreement, provided that in doing so RESELLER does not disclose the source of the information. 

 

10.  Protection of Confidential Information

 

a.     Confidential Information Defined. As used herein, “Confidential Information” means any closely held data, information or financial information in the possession of the disclosing party (“Discloser”), which is disclosed to the receiving party (“Recipient”), not generally available to the public and relates to, but is not limited to, techniques, methods, skills or operations developed or employed by Discloser and which Discloser desires to protect against unrestricted disclosure or exploitation. Any information disclosed by Discloser to Recipient hereunder is designated without marking to be, at the time of delivery, “Confidential Information”. The terms of any Quotation and Order are Confidential Information.

 

b.     Information Disclosed Under a Prior Non Disclosure Agreement. Information disclosed by Discloser prior to the effective date of this Agreement pursuant to the terms of a prior non disclosure or similar agreement between the parties, the disclosure of which information was restricted under such agreement, shall retain confidential status and shall be treated as Confidential Information under the terms of this Agreement without further action on the part of Discloser or Recipient.

 

c.     Recipient Shall Exercise Care to Protect Confidential Information. Recipient agrees to use the same degree of care in protecting confidential information received under this Agreement as they exercise with respect to their own confidential information. The parties agree to restrict access to confidential information received under this Agreement to only those employees, contractors, subcontractors, consultants, or advisors bound by this or a similar agreement and with a validated “need to know” such information.

 

d.     Confidential Information Exceptions. This Agreement imposes no obligation upon the Recipient with respect to Confidential Information which: (a) was in the possession of, or was known by, the Recipient prior to its receipt from the Discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the Recipient from a third party, without an obligation to keep such information confidential; (d) is identified in writing or by cryptographically signed email by Discloser as no longer Confidential or for disclosure; or (e) must be disclosed in connection with judicial or regulatory proceedings, or in accordance with a court order or statutory requirement, provided, if legally permitted, notice of same is given by the Recipient to the Discloser prior to such disclosure, giving Discloser an adequate opportunity to interpose an objection or take action to secure handling of the Confidential Information.

 

11.  Indemnification

 

a.     Team Cymru hereby agrees to indemnify, defend and hold harmless RESELLER from and against any and all third party claims, actions, proceedings, liabilities or losses including, without limitation, reasonable attorneys’ fees, arising from or based on arising from or relating to (a) any acts or omissions of Team Cymru within the scope of this Agreement, or (b) a breach of the representations and warranties contained in Section 4 hereof.

 

b.     RESELLER hereby agrees to indemnify, defend and hold harmless Team Cymru from and against any and all third party claims, actions, proceedings, liabilities or losses including, without limitation, reasonable attorneys’ fees, arising from or based on arising from or relating to (a) any acts or omissions of RESELLER within the scope of this Agreement, or (b) any and all third party claims alleging that a third party’s rights have been violated by RESELLER’s use of the Team Cymru Data.

 

12.  Limitation of Liability. Except for breaches of the confidentiality obligations defined in the above section titled “Protection of Confidential Information”, in no event will either party be liable for any Special, Incidental, Indirect, or Consequential Damages whatsoever (including, but not limited to, damages for loss of profits, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the data/analysis provided under or in connection with any provision of this Agreement, even in the event of default, Tort (including negligence), Strict Liability, Breach of Contract or Breach of Warranty, and even if advised of the possibility of such damages.

 

13.  Miscellaneous Provisions

 

a.     Assignment. This Agreement and any and all of the rights and obligations of the parties hereunder shall not be assigned, delegated, sold, transferred, licensed or otherwise disposed of, by operation of law or otherwise, without the prior written consent of the other party, which will not be unreasonably withheld, provided, however, that a party may assign the entire Agreement to any third party in connection with any merger, acquisition, consolidation, reorganization, liquidation, or sale of all or substantially all of the business or assets of the party upon thirty (30) days prior written notice to the other party.

 

b.     This Agreement Creates No Implied Rights For Third Parties.  Except as otherwise expressly provided herein, this Agreement is not intended, and should not be construed, to create any right or benefit, substantive or procedural, enforceable at law or otherwise by any third party against Team Cymru, or the officers, directors, employees, detailees, agents, representatives, contractors/subcontractors, consultants, advisors, successors, assigns or other agencies thereof.

 

c.     Privity Of Contract.  No privity of contract exists between Team Cymru and RESELLER’s customers. Team Cymru may neither take direction from, nor discuss any terms and conditions of this Agreement, with RESELLER’s customers.

 

d.     Governing Law.  This Agreement shall be construed, governed and interpreted in accordance with the laws of the State of Florida, U.S.A. without regard to its conflicts of laws provisions; provided, however, that the statutory and other requirements applicable to U.S. Federal law shall be interpreted in accordance with the decisions of applicable federal courts and boards of contract appeals in lieu of state law.

 

e.     No Oral or Implied Waivers.  No provision to this Agreement shall be deemed waived nor any breach excused, unless such waiver or consent is received in writing and signed (or cryptographically signed email) by a duly authorized representative of the entity claimed to have waived or consented. No consent to or waiver of a breach by another entity shall be construed as consent to or waiver of any other breach. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof.

 

f.      Provisions Severable.  If any provision of this Agreement or its application, in whole or in part, to any entity shall be found to be unenforceable by a court of competent jurisdiction, that provision of this Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties to this Agreement, and such unenforceable provision or part thereof shall be severable, and the remainder of this Agreement shall remain in full force and effect.

 

g.     Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and upon execution the then current versions of these Master Terms and Conditions, applicable EULA and SLA shall apply to this Agreement. This Agreement shall be binding upon and inure to the benefit of each of the parties to this Agreement and their respective heirs, successors and assigns. The numbering and labeling of the paragraphs in this Agreement are for identification purposes only and do not constitute any part of the agreement between the parties. This Agreement supersedes all prior and contemporaneous agreements and representations, whether oral or in writing, between the parties with respect to its subject matter. This Agreement may not be modified except by a writing signed by both parties.

 

h.     Disputes.  The parties shall make a good faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Agreement. Any claim, controversy or dispute not resolved by the respective contracts administrators shall be elevated to the parties’ chief operating officers or their designees. If not resolved within thirty (30) days thereafter, the dispute will then be settled by arbitration in accordance with the Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrators may be entered into any court having jurisdiction thereof. Except as set forth elsewhere in this agreement:

 

                                      i.      General. Any dispute, controversy, or claim arising in connection with this Agreement shall be settled by binding arbitration. The arbitration shall be conducted by one arbitrator, who shall be appointed pursuant to the rules of the American Arbitration Association (the “AAA”). The arbitration shall be held in Seminole or Orange Counties, Florida, U.S.A. and shall be conducted in accordance with the commercial arbitration rules of the AAA, except that the rules set forth in this Agreement shall govern such arbitration to the extent they conflict with the rules of the AAA.

 

                                     ii.     Best Efforts. The parties shall use their commercially reasonable best efforts to cause the arbitration to be conducted in an expeditious manner. All other procedural matters shall be within the discretion of the arbitrator.

                                    iii.     Judgments. The determination of the arbitrator shall be final and binding on the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties shall each be responsible for their own expenses in connection with such arbitration, including but not limited to counsel fees and fees of experts; provided, however, that the parties shall share equally in the expense of the arbitrators and of the AAA.

 

                                    iv.     Confidentiality. All files, records, papers, or documents created in connection with such arbitration, including any record or decision, shall be kept strictly confidential.

 

i.       Effective Date/Termination.  This Agreement shall become effective when signed by the duly authorized representatives of both parties and shall remain in effect for a minimum period of one year. This agreement may be renewed or extended if and as mutually agreed by the parties. If Services under an applicable order extend beyond the term of this Agreement, this Agreement will remain in effect until the satisfactory completion of such Services. Except where prohibited by applicable law, either party may terminate any order or this Agreement immediately upon notice in the event of any evidence of insolvency, bankruptcy, liquidation, dissolution, or cessation of business operations; or if a party issues a notice convening a meeting of shareholders to consider a resolution for such action, or a petition has been presented (and not set aside within seven days of its presentation) for such action. If RESELLER fails to perform any material obligation under this Agreement, including failing to make full payment of invoices by the due date, and does not cure the failure within 15 days of Team Cymru’s notice, Services may be suspended by Team Cymru. If RESELLER does not cure the failure within 30 days of Team Cymru’s notice then Team Cymru may terminate the applicable order, or this Agreement and all applicable orders, upon written notice to RESELLER.

 

As to information conveyed pursuant to this Agreement, the rights, obligations, and understandings with respect to the disclosure and use of such information shall survive any termination or expiration of this Agreement. 

 

 

AGREED by the authorized representatives of the parties on the dates indicated.

 

______________________ (RESELLER)

 

Signature: _______________________________________

Name______________________________

Title:  ______________________________

Date:  _____________________________

 

Team Cymru, Inc.

 

Signature: _____________________________

Name: ______________________________ 

Title:  ______________________________            

Date:  ______________________________            

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