MPORTANT: PLEASE READ THESE RESELLER TERMS AND CONDITIONS CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS.
BY SUBMITTING: (A) A user or an order, OR (B) A PROSPECTIVE user or prospective order; OR (C) ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO ANY KASEYA ENTITY, OR BY CLICKING THE "ACCEPT" BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY THESE RESELLER TERMS AND CONDITIONS, THE DOCUMENTATION, AND THE OTHER ITEMS REFERENCED HEREIN AND THEREIN (COLLECTIVELY, THE "AGREEMENT"), ALL OF WHICH ARE INCORPORATED INTO AND FORM PART OF THE AGREEMENT WHERE (“Documentation”) means the OFFICIAL written information pertaining to the Agreement and made available by Kaseya to you as updated or amended by Kaseya from time to time. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THE AGREEMENT.
YOU MUST ACCEPT THE AGREEMENT BEFORE YOU CAN: (A) SUBMIT A user or an order, OR (B) SUBMIT A PROSPECTIVE user or prospective order; OR (C) SUBMIT ANY SIMILAR BUSINESS OPPORTUNITY OR OFFER TO ANY KASEYA ENTITY; OR (D) RECEIVE ANY PRODUCT OR CONSIDERATION OF ANY KIND FROM KASEYA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN KASEYA IS UNWILLING to sell any products AND HAS NO OBLIGATION TO PAY ANY CONSIDERATION OR ANY AMOUNTS TO YOU.
THE AGREEMENT IS BETWEEN THE KASEYA ENTITY THAT ACCEPTS THE ORDER FOR THE APPLICABLE PRODUCT (“KASEYA,” “WE,” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY THAT SUBMITS THE ORDER OR THAT CLICKS THE "ACCEPT" BUTTON (“RESELLER” “YOU,” OR “YOUR”). THE AGREEMENT MAY APPLY TO MULTIPLE KASEYA ENTITIES WITH RESPECT TO DIFFERENT PRODUCTS PROVIDED THAT NO KASEYA ENTITY HAS THE RIGHT TO ENTER ANY CONTRACT ON BEHALF OF OR AS AGENT FOR ANY OTHER KASEYA ENTITY. IF YOU ARE PART OF OR OTHERWISE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “RESELLER,” “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.
1.0 PRODUCTS, NON-EXCLUSIVE APPOINTMENT & TERRITORY.
1.1 Products. The Agreement governs the purchase, resale and use of the IT automation software and related documentation, products, maintenance, support, features and services provided by Kaseya (the “Kaseya Products”) or its third party Suppliers (“Suppliers” of “Third Party Products”) (the Kaseya Products and Third Party Products are referred to collectively as the “Products”) for which Kaseya in its sole discretion accepts an order.
1.2 Appointment. Subject to the terms and conditions of this Agreement, Kaseya hereby appoints Reseller as a non-exclusive Reseller of the Products for resale to and use by its direct customers and managed service provider customers and those who install or use Products through its direct customers or managed service provider customers (collectively “User/s”). Reseller’s territory shall be as set forth in the Documentation or as otherwise agreed by Reseller and Kaseya (the “Territory”). Reseller agrees that it shall not directly or indirectly market, sell or otherwise promote the Products outside the Territory unless otherwise agreed by Kaseya
1.3 Non-Exclusive. Each party acknowledges and agrees that this appointment from Kaseya is non-exclusive, and Kaseya may appoint other Resellers and may use its own sales personnel to market, promote and sell the Products and nothing contained herein shall prohibit or otherwise restrict Kaseya from soliciting or doing business with Users or marketing, promoting, or referring leads to third parties engaged in a business similar to or competitive with Reseller. Furthermore, Kaseya may, at any time and in its sole discretion, refuse to approve the resale of the Products to any User for any reason or no reason without liability or payment obligation of any kind.
2.0 TERM, TERMINATION AND SURVIVAL.
2.1 The term of the Agreement is indefinite until terminated. Either party may terminate this Agreement for convenience for any reason or no reason and with no termination liability or cost upon ten (10) calendar days written notice to the other.
2.2 Any termination of this Agreement shall not relieve either party from any obligations hereunder due and owing prior to termination of this Agreement. Upon any termination or expiration of this Agreement: (i) all rights and licenses of Reseller to sell additional Products shall terminate; (ii) Reseller shall destroy or purge any and all Products related to this Agreement from all media in Reseller's possession or under its control on which any of the Products are stored, and each party will return or destroy the other parties’ Confidential Information and certify the above in writing to the other party; and (iii) provided that Reseller complies with this Agreement in all respects (including the requirement to timely make payments due Kaseya hereunder), this Agreement shall continue in effect solely with respect to Reseller orders existing at the time of termination solely for the term of such User’s then current order (i.e. indefinitely with respect to paid up software or for the current term of the maintenance or software subscription).
2.3 The parties specifically acknowledge and agree that without any Kaseya liability or obligation of Kaseya to pay Reseller any amount,: (i) Kaseya or its third party contractors will exclusively contract, invoice and collect payments from the Users for any orders placed after termination or for term renewals made after termination; and (ii) in cases where Reseller fails to make payments required under the Agreement, Reseller agrees to pay or assign any and all future amounts due Reseller from Users with respect to the Products to Kaseya or its designee and Kaseya may directly invoice and collect from all Users for amounts otherwise owed Reseller for the Products.
3.0 PRICING, PAYMENTS, TAXES, FEES & SURCHARGES.
3.1 Pricing & Payments. Kaseya will charge Reseller for Products at discount from list price as set forth in the Documentation. Reseller will make payment in the currency specified by Kaseya for Products according to the schedule set forth in the Product order acceptance; provided that any amount due in any month must be received by Kaseya prior to the end of the following month. Unpaid amounts will be subject to a monthly late fee of 1.5% of the outstanding balance or the maximum legally allowable interest rate, whichever is lower. Reseller must notify Kaseya of any disputed charges within thirty (30) days from the payment due date, otherwise Reseller hereby agrees to such charges and Kaseya will not be subject to making adjustments. Payment will be made to Kaseya via wire transfer to the bank account as directed by Kaseya. Without altering the terms of any order acceptance or waiving any rights of Kaseya to collect interest or enforce the terms of the order acceptance, Kaseya will make reasonable efforts to provide a monthly statement to the Reseller on the 15th of the month outlining all the payments that are due as of the end of the preceding month. Reseller agrees that Kaseya may apply any amount owed by Reseller or any of Reseller’s Affiliates to Kaseya or any of its Affiliates to offset any amount owed by Kaseya or its Affiliates to Reseller or any of Reseller’s Affiliates.
3.2 User Pricing & Payments. Subject to the terms of this Agreement, with respect to Users, Reseller shall be solely and exclusively responsible for all contracting, price setting, charging, invoicing and collecting.
3.3 Taxes, Withholding. Reseller shall be solely responsible for any applicable VAT, sales, use or any other taxes (collectively “Taxes”) payable under, or arising out of, or in connection with, this Agreement and will not withhold any Taxes from payment to Kaseya. Any prices provided by Kaseya are exclusive of Taxes.
3.4 Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the due date, Kaseya shall have the right to suspend all or any portion of the Products until such time as all undisputed charges and applicable late fees have been paid. Following such payment, Kaseya may reinstate Products to Reseller only upon satisfactory assurance of Reseller’s ability to pay for Products, including modified payment terms.
3.5 Price Changes. Pricing is subject to change upon notice by Kaseya to Reseller. Any changes made to such pricing shall not retroactively affect any obligation incurred hereunder prior to the time of such change. The price modifications shall take effect after notice unless Reseller provides written notice to Kaseya that Reseller does not accept the proposed modifications to pricing, in which case the parties shall negotiate in good faith regarding the proposed changes. If the parties are unable to agree on the changes, then Kaseya may terminate this Agreement immediately without further obligation or liability. Notwithstanding the foregoing, Kaseya reserves the right to add additional charges for any new or additional Products provided to Reseller by Kaseya under this Agreement at any time.
4.0 RESELLER OBLIGATIONS.
4.1 Product Promotion, Sales Goals and Business Plan. Reseller agrees to use its best efforts to promote, offer and sell the Products within the Territory. Reseller, at its own expense, agrees to: (i) maintain a webpage on the Reseller’s website with links back to http://.www.kaseya.com, (ii) promote the Products through the Reseller’s website, newsletter and other forms of market awareness, and (iii) develop, evolve and implement marketing strategies that promote the Products.
4.2 Order Process and Acceptance. Reseller agrees to utilize Kaseya’s standard order process as amended by Kaseya from time to time and to provide all User information required by such process. Kaseya will send email confirmation(s) for order acceptance including the net payment amounts and payment schedule for the order. Reseller may not cancel or amend an order once it has been received by Kaseya without Kaseya’s written consent.
4.3 Customer Non-solicit. Reseller, its subsidiaries, Affiliates, and agents agree that during the term of this Agreement and for one year thereafter, it shall not, directly or indirectly, refer, solicit, sell to or encourage or cause any current client of Kaseya or its Resellers or agents to stop, alter or reduce its use of the Products or any products similar thereto which are directly or indirectly supplied by Kaseya.
4.4 No Redistribution. Unless approved by Kaseya in writing, Reseller may not allow other entities to resell or otherwise redistribute the Products and Reseller acknowledges that, in such event, Kaseya or its Suppliers may, with no liability to Reseller or its Users, terminate the Products to any affected Users as well as contact such Users and offer the sale of the Products from Kaseya directly.
4.5 Reseller Product and Services. Reseller shall be solely responsible for providing all products and services of Reseller or its suppliers not set forth in this Agreement and Reseller agrees to indemnify, defend and hold Kaseya, its Affiliates (as defined in Rule 405 of the Securities Act of 1933) and their employees and Suppliers harmless from any Losses, as defined herein, which arise out of or result from any such products or services.
4.6 Terms and Conditions. Reseller shall only sell to Users that comply with and shall be responsible for causing all Users using or accessing the Products to be bound by the “Agreement” as defined in the EULA and Terms and Conditions set forth at http://www.kaseya.com/Legal.aspx (the “T&C’s”). In addition, Reseller shall be responsible for causing all Users accessing the Third Party Products to agree to be bound by the terms and conditions of use and privacy policy of such Third Party Product Supplier as each may be amended from time to time. Suppliers’ shall be third party beneficiaries of the rights and protections set forth in this Agreement.
