CLEARSALE SERVICES RESELLING PROGRAM

THIS CLEARSALE RESELLER AGREEMENT (THE “RESELLER AGREEMENT”) IS BETWEEN THE APPLICABLE RESELLER (“YOU” OR “RESELLER”) AND CLEARSALE LLC (“CLEARSALE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO THAT ENTITY. BY SIGNING THIS AGREEMENT OR BY USING THE CLEARSALE SERVICES RESELLING PROGRAM, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN.

This Reseller Agreement is a distinct agreement from the agreement found at the following link (“ClearSale Customer Agreement”) that should govern the relationship with CLEARSALE’s end users, which are listed in the applicable executed Reseller Order. ClearSale's end users may be (i) interchangeable with the Reseller, when the Reseller represents the businesses that are hiring its services, thereby hiring ClearSale; or (ii) distinct from the Reseller, when the Reseller is only acting as a commercial intermediary between ClearSale and its end users.

  1. Agreement Definitions

“ClearSale” refers to ClearSale LLC. “You” and “your” refer to the individual or entity that has ordered the CLEARSALE SERVICES by signing this agreement or otherwise having used or sold the CLEARSALE SERVICES.

The term “services” refers to the service offerings that ClearSale makes available, including, but not limited to, any software, technology platform, and other materials that ClearSale offers as part of the Services available for your end user access.

The term “users” refers to those individuals authorized by You, or on your behalf, to use the Services.

The term “your data” refers to all data and data files provided by You or any user and that reside on, or run on or through, your Reselling Program environment.

The term “feedback” refers to any input regarding ClearSale’s products and/or Services, including the accuracy of CLEARSALE’s Services.

The term “end user” refers to a person or entity desiring to use the Services for its own use, or that of any third party that purchases ClearSale Services from You.

  1. Order Requirements

To the extent that we make Services available for resale, you may order Services for resale by executing the Reseller Order (“Reseller Order”). All information provided must be accurate, complete, and representative of bona fide orders you have received from end users.

  1. Payment and Delivery

Fees. The payment to ClearSale is as set forth in the applicable executed Reseller Order. ClearSale’s services will be invoiced every month, unless otherwise stated in the Reseller Order. Invoices will be sent via e-mail to the address provided in the applicable executed Reseller Order, unless alternate arrangements are made.

Terms of Payment. All amounts stated in the invoices and any amounts referenced herein or in the Reseller Order are in U.S. dollars, unless specifically stated otherwise. No fees charged by ClearSale include any local, state, federal, or other taxes, including sales tax or value-added tax, or any levies or duties of any kind. The invoiced party is responsible for paying any taxes. Payment shall be made within 30 (thirty) calendar days of the date that the invoice is received.  Any invoices left unpaid beyond this 30-day timeframe shall be deemed past due and will therefore start to accrue interest on the 31st (thirty-first) day, at a rate of twelve percent (12%) per annum for the first 60 days and, thereafter, at ten percent (10%) per annum, until paid. In the event that ClearSale brings suit against the invoiced party for unpaid fees, the invoiced party agrees: (i) to pay ClearSale’s legal costs associated with filing the lawsuit, prosecuting any appeals, and enforcing any judgments rendered against Client; (ii) that the exclusive forum for any claim shall be the competent courts located in Miami, FL, USA; and (iii) that if ClearSale—as a matter of courtesy—does not charge the invoiced party interest on a past-due invoice, this does not constitute a waiver of ClearSale’s right to require the invoiced party to pay interest as agreed herein if the invoiced party should, at a later time, fail to pay the invoices when due.

ClearSale’s assessment of any fee assumes that You have provided precise and comprehensive information in response to inquiries made by ClearSale and that You will provide reasonable support that allows ClearSale to perform its obligations under this Agreement, as well as any other support documents executed by the Parties. If the information You provide differs materially from the descriptions provided to ClearSale, or if You fail to provide reasonable assistance, then ClearSale may charge an additional fee for excess time and materials, at ClearSale’s then-standard rates, to compensate ClearSale for any time and materials expended to perform Professional Services that are in excess of the estimates ClearSale used to establish the original proposal.

Delivery. Upon the signing of the Reseller Order, we will deliver the applicable software license key, hosted Services login information, and any other information necessary to use or access the applicable Services directly to the delivery contact specified in the Reseller Order, in accordance with our standard delivery procedures. 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.

User Pricing and Payment; Refunds. You will set your own pricing independently for each of your clients. You bear all risk of nonpayment by your clients, and are solely responsible for all of your costs and expenses. You may not terminate a Reseller Order or receive any compensation due to nonpayment by your clients. If ClearSale provides any refund, pursuant to our standard refund policy, ClearSale, at its option, will refund the applicable amounts, either directly to the end user or to you for distribution to the end user, as specified in the Reseller Order. You agree to cooperate with ClearSale in connection with any such refund.

  1. Termination

Termination. We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to rectify that breach within five (5) days of receiving written notice of the breach. In addition, either party may terminate this Reseller Agreement, for any reason or no reason, subsequent to providing thirty (30) days’ written notice to the other party. ClearSale may also terminate this Reseller Agreement immediately upon giving notice to you if (i) it ceases to offer the current Reseller Program or (ii) it reasonably believes that continuing hereunder may result in a business-related or legal liability for ClearSale or otherwise harm ClearSale or its end users.

Effect of Termination. You expressly agree that ClearSale 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, you must (i) immediately cease identifying yourself as a ClearSale Reseller and using ClearSale Marks in connection with your resale activities hereunder, and (ii) destroy all Confidential Information in your possession and certify its destruction (unless we request the return of those materials to ClearSale). Provisions that survive termination or expiration of this agreement are those which, by their nature, are intended to survive.

  1. 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 make reasonable efforts to notify you of any changes through our website or other forms of communication, but we also suggest that you bookmark this Reseller Agreement and read it periodically.

  1. Enforcement of ClearSale Customer Agreement

End User Terms. All use of the Services by end users is subject to the ClearSale Customer Agreement, and you may not purport to impose any other terms pertaining to their use of the Services. You are responsible for ensuring that each end user enters into the ClearSale Customer Agreement (which includes all limitations on authorized users and other restrictions applicable to the end user’s order) in a manner that is legally binding upon the end user. This may require you to notify each end user that ClearSale Services are subject to the ClearSale Customer Agreement and that, by placing an order with Reseller the end user agrees to the ClearSale Customer Agreement. You must provide evidence of acceptance by the end user to ClearSale upon request.

Enforcement Cooperation. You agree to notify us immediately of any known or suspected breach of the ClearSale Customer Agreement or other unauthorized use of the Services and to assist us in the enforcement of the terms of the ClearSale Customer Agreement.

  1. Rights Granted

Subject to this Reseller Agreement, ClearSale grants you a nonexclusive, nontransferable right to resell the Services specified in your Reseller Order, to the business(es) specified in the Reseller Order, solely for use by those business(es) and in accordance with the ClearSale Customer Agreement. This right to resell does not apply to any other business or Services (including, without limitation, any sale to any related party, organization, or affiliate, or to any subsequent or additional sale to the same party).

  1. Identification as Reseller

Subject to this Reseller Agreement, you are permitted to identify yourself as a ClearSale Reseller solely in connection with your resales of Services. You may not use any ClearSale trademark, logo, or Service mark (“ClearSale Marks”) except as permitted by ClearSale’s trademark guidelines, available upon request. All goodwill arising from your use of ClearSale Marks inures to the benefit of ClearSale.

  1. Ownership and Restrictions

You acknowledge that you are obtaining only a limited right to resell the Services and that, irrespective of any use of the words “purchase,” “sale,” or like terms, no ownership rights are being conveyed to you under this Reseller Agreement or otherwise.

You agree that ClearSale or its licensors retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any feedback provided by you or any other party, and you acknowledge that ClearSale may use the feedback for any purpose, including, but not limited to, incorporation or implementation of such feedback into a ClearSale product or Service.

You agree that you, your principals, officers, owners, directors, parents, subsidiaries, and other affiliates will neither create and distribute any products nor promote or market any Service that competes with ClearSale’s Services.

  1. Reseller Obligations and Liability

End User Relationships; Business Practices. You agree not to represent yourself as an agent or employee of ClearSale and agree that we will have primary control over any end user communication regarding the Services, once you submit a Reseller Order. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to ClearSale or its services and agree to comply with all applicable federal, state, and local laws and regulations while operating under this Reseller Agreement, including, without limitation, the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. You further agree to comply with all data protection laws and regulations.

Indemnity. You are fully responsible for all liabilities and expenses of any type that may arise due to your resale of Services. You will indemnify, hold harmless, and (at ClearSale’s option) defend ClearSale from and against any claim, loss, cost, liability, or damage, including attorneys’ fees, for which ClearSale becomes liable because of or relating to (i) any breach or alleged breach, by you, of any term of this Reseller Agreement, (ii) the issuance, by you, of any warranty or representation regarding ClearSale or its products or Services not specified in the ClearSale Customer Agreement, or (iii) any other acts or omissions in connection with your marketing or resale of the Services under this Reseller Agreement.

  1. Disclaimers and Exclusion of Warranties

Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER CLEARSALE 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.

Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, THE ENTIRE LIABILITY OF CLEARSALE AND ITS THIRD-PARTY SUPPLIERS, UNDER THIS RESELLER AGREEMENT, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY A RESELLER TO CLEARSALE, WITH RESPECT TO THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.

  1. Disclaimers and Exclusion of Warranties

Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Reseller Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of sixty (60) days, any unresolved controversy or claim arising out of or relating to this Reseller Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party and a third selected by the first two. Arbitration will take place in Miami, Florida, USA, as mutually agreed between the parties. All negotiations and arbitration proceedings, pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

Governing Law; Jurisdiction. This Reseller Agreement will be governed by, and construed in accordance with, the applicable laws of the State of Florida, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit, or proceeding not otherwise subject to the arbitration provisions of the section above (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and subject to, the service of process and other applicable procedural rules of, the State or Federal court in Miami, Florida, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Miami, Florida, USA, generally and unconditionally, with respect to any action, suit, or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, ClearSale may bring a claim for equitable relief in any court that has proper jurisdiction.

Injunctive Relief; Enforcement. Notwithstanding the provisions of this section, 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.

  1. 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 ClearSale technology and performance information relating to the Products shall be deemed Confidential Information of ClearSale 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 lacked 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 can cause substantial harm, for which damages alone would not be a sufficient remedy, and therefore that, upon any informational disclosure by the Receiving Party, the Disclosing Party shall be entitled to appropriate equitable relief along with any other remedies it may have, by law.

  1. ClearSale Commitments; DISCLAIMER OF WARRANTIES

For the avoidance of doubt, any and all commitments, indemnities, and other terms and conditions offered by CLEARSALE with respect to use of the Services are made directly by CLEARSALE to the end user in accordance with the ClearSale Customer Agreement 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.

  1. Other

You agree to provide feedback and to respond to our questions or other inquiries regarding your use of the Reselling Program, as applicable.

Except for actions in response to a breach of ClearSale proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than 1 (one) year after the cause of action has accrued.

In the event of any conflict between the Reseller Order and the main body of this Agreement, the following order of precedence will govern: (i) the Reseller Order; overruling (ii) the ClearSale Customer Agreement; overruling (iii) this main body of this Agreement otherwise. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement.

Should you have any questions concerning this Reseller Agreement, or if you desire to contact ClearSale for any reason, please contact us at contact@clear.sale.