Registered Reseller Agreement
THIS AGREEMENT is made and entered into by Reseller and between Seating Innovations, LLC(the “Company”) a Utah Limited Liability Company located at 128 South 1380 West, Suite A, Lindon, UT 84042.
NOW THEREFORE, for and in good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
1. PRODUCTS. Reseller is contracting with Company for products and services (the “Product” or “Products”) as set forth in Exhibit A of this Agreement. Reseller agrees to buy, and Company agrees to sell the Products, according to the pricing schedule also set forth in Exhibit A. If in conjunction with this Agreement, any additional products or services are required from Company, a scope of work document may be attached as Exhibit B.
2. NON-DISCLOSURE. Both parties, for their mutual benefit, may desire to disclose to the other certain proprietary information (the “Information”) which is proprietary to the disclosing party. The receiving party, shall hold such Information in confidence, and shall use such Information only for the purpose of providing or accepting products and/or services.
3. TERM. The term of this Agreement is for one year beginning the date of the last signature. This Agreement shall renew automatically for an additional year, unless one party provides notice to the other cancelling the automatic renewal. This termination notice must be received at least thirty (30) business days before the automatic renewal. The automatic renewal shall continue annually until terminated.
4. RESELLER TERMS. Company grants Reseller a non-exclusive right to resell Products to its customers. Reseller is granted a limited license to use Company name and logo for the sole purpose of reselling Company Products. Company will provide Reseller with information about the capabilities of the Products. Reseller is responsible for all Reseller service issues associated with the redistribution of Products unless there is a quality assurance issue relating to the Products.
5. QUALITY ASSURANCE. All issues with the Products shall be promptly reported to Company using the email address email@example.com or by calling the main Company phone number and selecting the option or directly asking for customer service. Company will either resolve the issue or provide an estimated timeline for resolution within fourteen (14) business days.
6. PAYMENT TERMS. Company will submit orders and invoices to Reseller. Reseller shall pay a 50% down payment when submitting an order to Company with the balance due upon order completion when an invoice is created. All unpaid accounts will be charged interest at the rate of 18% a year (1.5% a month) on the entire balance. The prices and rates for the Products do not include applicable federal, state or local taxes. Reseller will be solely responsible for all federal, state and local taxes levied or assessed in connection with Company’s Products provided to Reseller.
7. RELATIONSHIP OF PARTIES. The relationship of Company to Reseller under this Agreement is that of an independent contractor. Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership, joint venture or employer-employee relationship between Company and Reseller.
10. NO LICENSE. Notwithstanding the limited exception set forth in Section 4, Company does not transfer, and Reseller does not obtain, any patent rights, copyright interest or other right, claim or interest in the Products or any information, systems, forms, formats, schedules, manuals or other proprietary items utilized or provided by Company. Nothing contained in this Agreement shall be deemed to convey to Reseller, or to any other party, any right, title or interest, including any patent, copyright or other proprietary right, in or to Company’s Products. Company retains all intellectual property rights to Products whether registered or not.
11. COMPLIANCE. Reseller certifies and warrants that it will comply with all federal, state and local statutes, regulations, and rules applicable to it.
12. LIMITATION OF LIABILITY. Reseller agrees it is responsible for determining that the Products are in accordance with Company’s obligations under this Agreement. If Reseller reasonably determines that the Products do not meet Company’s obligations under this Agreement, Reseller shall so notify Company in writing within five (5) business days after receipt of the Products in question. Reseller’s failure to so notify Company shall mean that Reseller accepts the Products as is, and Company will have no liability whatsoever for the Products. If Reseller so notifies Company within five (5) business days after receipt of the Products, then, unless Company disputes Reseller’s claim, Company will, at its option, either repair/replace the Products in question. This repair/replace constitutes Reseller’s sole remedy and Company’s maximum liability for any breach of this Agreement by Company. NO EVENT, REGARDLESS OF CAUSE, SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER BASED ON THIS AGREEMENT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET RESELLER’S REQUIREMENTS. RESELLER USES THESE PRODUCTS AT ITS OWN RISK AND ASSUMES ALL RISK. THESE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY MAKES NO REPRESENTATION OR WARRANTY, AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO THE PRODUCTS RENDERED, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, COPYRIGHT, LIBEL, INFRINGEMENT OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, MORAL RIGHTS, PATENT RIGHTS, ANY OTHER INTELLECTUAL PROPERTY RIGHT AND ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO RESELLER UNDER ANY THEORY OF LIABILITY INCLUDING BUT NOT LIMITED TO NEGLIGENCE, TORT, OR STRICT LIABILITY. THIS INCLUDES BUT IS NOT LIMITED TO ANY LOST PROFITS, LOST BUSINESS, DATA LOSS, LOSS OF GOODWILL, OR REPUTATION, ANY HARM SUFFERED BY CHANGES TO THE PRODUCTS, ANY HARM SUFFERED IN RELIANCE ON MARKETING OR ADVERTISING, OR ANY HARM SUFFERED THROUGH USER FAILURE TO KEEP ACCOUNT AND PASSWORD INFORMATION CONFIDENTIAL.
13. FORCE MAJEURE. Neither party will be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party.
14. NOTICE. Any notice given in connection with this Agreement must be in writing and must be given by personal delivery, email, overnight delivery, confirmed facsimile or United States certified or registered mail with postage prepaid and return receipt requested, addressed to Reseller or Company at the addresses above (or at another address or email address as Reseller or Company or the person receiving copies may designate in writing). Notice is deemed to have been received on the date the notice is actually received or delivery is refused.
15. This Agreement shall be binding upon the heirs, successors and assigns of each of the parties. Reseller or Company may not assign or transfer this Agreement in whole or in part without consent in writing from Company.
16. This Agreement constitutes the entire understanding between the parties hereto. Any amendment or modification of this Agreement shall be made in writing. If any provision of this Agreement or the application of such provision to any person or circumstances, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.
17. This Agreement shall be governed by the laws, including conflicts of laws of the State of Utah, as an agreement between residents of the State of Utah, and to be performed in the State of Utah. The parties agree that any and all disputes between them shall be resolved by a court of general jurisdiction of the State of Utah.
18. Failure to insist upon strict compliance with any of the terms of this Agreement shall not be considered a waiver of such term, nor shall any waiver or relinquishment of any right at one time be considered a waiver or relinquishment of such right or power exercisable at a later time. The use of captions and headings herein is for convenience and in no way defines, limits, or restricts the application of the substantive provisions hereof.
19. This Agreement may be executed on any number of separate counterparts and all of said counterparts taken together will be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates entered below.
Registered Reseller pricing schedule including available products sent in a separate email attachment (Prices, styles subject to change without prior notice):