This Reseller Agreement (“Agreement”) shall be considered a legally binding agreement between You (hereinafter referred as “Reseller”), as either an individual who is a major as per applicable law or an Entity (“You” or “Your”) and Tech Account Private Limited (hereinafter referred as “the company”), a company incorporated under Companies Act, 2013 having its registered office at 428, Unnati Tower, Vidhyadhar Nagar, Jaipur and its subsidiaries and/or affiliates for reselling company’s Product (as defined below).
1.1. As used in this Agreement the term “Product” means:
2. APPOINTMENT AS A RESELLER
2.1 On the terms and subject to the conditions set forth herein, the Company appoints Reseller as an independent, non-exclusive authorized Reseller of the Products and Reseller hereby accepts such appointment and agrees to serve as a reseller of the Products to end-users as provided herein. Reseller understands and shall inform end-users (“Customers”) that the use of the Products is dependent upon Customers agreeing and adhering to the company’s End User License Agreement (EULA), where applicable, which shall be provided by Reseller to each Customer accordingly.
3.1 Reseller is hereby authorized to grant End Users a limited, non-exclusive, non-transferable, and no assignable license to download, install, and use Product on the terms given under End user license agreement at a price listed on Company’s website.
For purposes of this Agreement, the term "End User" means a person or entity that desires to use or acquire the Products for its own use, rather than for resale or distribution.
3.2 Reseller may not authorize or appoint any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties to advertise, promote, resell, or distribute the Products. All rights not specifically granted by the Company hereunder are reserved by the Company. Without limiting the generality of the foregoing the Company reserves the right to advertise, promote, market and distribute the Products, and to appoint third parties to advertise, promote, market and distribute the Products, worldwide. Further, the Company reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of the Products and Services it offers, or to discontinue the service, support of publication, distribution, sale or licensing of any or all of the Products without liability of any kind.
3.3 Reseller only have the non-exclusive right to market the Product in accordance with terms of this Agreement. Reseller shall not: (a) modify, reverse engineer, decompile, disassemble, decipher, decrypt the Product, decompile the database or attempt to discover or obtain the source code; (b) adapt or otherwise create derivative works from the Product or Documentation; (c) remove, alter or obscure any copyright, trademark or other proprietary notices or labels contained in the Product or Documentation; (d) use the Product and/or Documentation to develop a competing hardware and/or software product, or otherwise in any manner not set forth in this Agreement or in the Documentation; (e) use the Product to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Product; (f) use the Product for any unlawful purpose, and/or in any manner that breaches this Agreement; and/or (j)use the name ‘Tech Account Private Limited’ or any Tech Account Private Limited trademarks or logos; (k) commit any act or omission that results in damage to Tech Account Private Limited’s goodwill and/or reputation.
4. Pricing and Taxes
4.1 Reseller's ("Price") for Products shall be the listed price (plus applicable taxes) of the product on Company website less applicable discounts for reseller as set forth in a separate annexure-A to be made available to reseller by the Company. Such annexure shall be signed and accepted between both the parties and subsequently Company shall update applicable discount rates as given in annexure on the Reseller panel hosted on Company’s website.
4.2 Except for taxes based on the Company income, Reseller shall pay any federal, state, local and foreign taxes, fees or duties imposed on the sale, export, use or possession of the Products.
4.3 Reseller will indemnify and hold the Company harmless from any obligation to pay any federal, state, local and foreign taxes, fees or duties imposed on the sale, export, use or possession of the Products in connection with Reseller's performance under this Agreement, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or resulting there from.
4.4 Reseller acknowledges that the Company has the right, at any time, to modify any or all of the prices of product listed on Company’s website. Further Company shall have the right to alter the applicable discounts as set forth in annexure-A by giving 3 months notice to reseller and in case the new discount rates are not acceptable to reseller, Company shall have right to terminate this agreement upon completion of 3 months.
5. INTELLECTUAL PROPERTY AND OWNERSHIP
5.1 The company retains all rights to the Product and the Documentation not specifically granted in this Agreement. the company owns the Product and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to Reseller any title to or any proprietary or intellectual property rights in or to the Product, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement.
5.2 The Product and the Documentation are protected by copyright, trademark and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content in the Product. You shall not acquire the aforementioned rights in the Product, either through estoppel, implication, or otherwise. Further, Reseller agrees to notify Tech Account Private Limited immediately upon obtaining any information regarding a threatened or actual infringement of the intellectual property rights attached to the Product. Upon failure to do so, Reseller shall be solely liable for such infringement.
5.3 This Agreement does not give Reseller any ownership rights or interests in the company’s trade name, trademarks, copyrights, patents, trade secrets, know-how, proprietary data, confidential information or other intellectual property.
5.4 Reseller shall not modify, alter, delete from or add to The Company’s marks, including but not limited to any change in text, graphics or colour and shall comply with any guidelines relating to the use of The Company’s marks.
5.5 Unauthorized duplication, alteration or distribution of the Product, or any portion of it, may result in severe civil or criminal penalties, and shall be prosecuted to the maximum extent possible under all applicable laws in India.
6. Other Terms & Conditions
6.1. This agreement shall commence on the date on which annexure-A is signed between the parties.
6.2. This agreement will be renewed every year unless either party to this agreement provides a notice of non-renewal.
6.3. Reseller shall not grant any license to End-user below the prices listed on Company’s Website.
6.4. Reseller is responsible to provide requisite demo and support to customers procured by him. Any support request received occasionally by company will be handled by the Company or may be transferred to Reseller.
6.5. Company is responsible for fixing of bugs and adding new features.
6.6. Reseller is responsible to generate sales from his own market strategies and networking.
6.7. Any party can terminate this contract by giving one month notice in writing to other party.
6.8. Any dispute arising out of this agreement will be subject to Jaipur Jurisdiction only.
Kamal Jain, FCA, CCA
Prachi Shah, Senior Executive