NXLog FZE PARTNERSHIP AND RESELLER AGREEMENT Number:
SPECIAL TERMS
This Partnership and Reseller Agreement (“Agreement”) is by and between the below referenced NXLog entity (“NXLog”) and …………………..……..……………………………………………………………………………………., having its primary place of business at: …………………..………………………….., (“Reseller”) and is effective as of the date of the last signature below (“Effective Date”).
-
Objectives. Reseller wishes to be enrolled in NXLog’s partnership and reseller program in order to promote and distribute NXLog software products and related documentation (the “NXLog Software”) and provide direct support services related to the NXLog Software to its customers.
-
Term. This Agreement will become effective as of the Effective Date and shall continue in force for a period of one (1) year (the “Initial Term”), subject to earlier termination as provided in Section 10.1(b) or (c). Thereafter, this Agreement shall only renew upon the mutual written agreement of both NXLog and the Reseller for additional one (1) year periods (each a “Renewal Term”, and together with the Initial Term, the “Term”) subject to the provisions of Section 10.1.
-
Grant of Licenses.
-
The use of any NXLog Software by any third party receiving such NXLog Software from Reseller shall be subject to the terms and conditions of the End User License Agreement terms of the respective NXLog product. NXLog reserves the right to amend or modify the End User License Agreement terms or other sublicense terms at any time and from time to time in its sole discretion.
-
The use of any NXLog Software by the Reseller for internal evaluation use or demonstration purposes shall be subject to the terms and conditions of the End User License Agreement terms. NXLog reserves the right to amend or modify the End User License Agreement terms or other sublicense terms at any time and from time to time in its sole discretion.
-
Reseller shall not have or purport to grant to any party any right to merge or embed the NXLog Software or any portion thereof into any other computer program or work or to create derivative works of the NXLog Software or to undertake any other action contrary to NXLog’s sublicensing terms.
-
Title to and ownership of the NXLog Software, and any portion or derivative thereof, including all copyrights and other intellectual property rights applicable thereto, shall at all times remain solely and exclusively with NXLog or its licensors, and Reseller shall not take, or purport to grant any right to take or cause to be taken any action inconsistent with such title and ownership.
-
NXLog may, at its option, make available to Reseller certain software, media and/or related documentation for products or versions of products not generally commercially available (“Pre- released Software”). Reseller agrees to use Pre-released Software for testing and evaluation purposes only, and to treat Pre-released Software as trade secrets subject to the provisions of this Agreement and protected pursuant to the Non-Disclosure Agreement. Reseller agrees to abide by the terms of the click-wrap license or other form of license agreement specified by NXLog associated with such Pre-released Software.
-
-
Prices and Payment
-
NXLog agrees to provide Reseller Deal Registration deal registration and an extra discount according to the agreed partner level on all NXLog Software license fees and on all service fees (as defined in the attached Exhibit A) and Reseller agrees to pay the Reseller Price for each product and service ordered hereunder. Nothing in this Agreement shall be construed to limit Reseller’s ability to set its own fees and prices for distribution of the NXLog Software in its sole discretion.
-
NXLog, in its sole discretion, shall have the right from time to time to change the license fees and/or add or delete NXLog Software by giving thirty (30) days’ prior written notice to Reseller. Orders accepted by NXLog prior to the effective date of any such change and scheduled for delivery within thirty (30) days following receipt by NXLog shall be processed at the lower of (i) the Reseller Price in effect on the date of acceptance of the order or (ii) the Reseller Price in effect on the scheduled shipment date.
-
The payment terms for NXLog Software ordered shall be net thirty (30) days from date of NXLog invoice, and if Reseller fails to pay any amounts when due, Reseller shall pay NXLog a late payment charge equal to 1.5% per month or, if less, the maximum amount permitted by law. NXLog reserves the right to require full or partial payment in advance, or to revoke any credit previously extended, if, in NXLog’s judgment, Reseller’s financial condition does not warrant proceeding on the terms specified.
-
-
Purchase Orders; Shipment; Delivery; Title. Reseller shall order NXLog Software from NXLog by submitting a written purchase order and/or order form identifying the quantity of and specific NXLog Software ordered, at the appropriate Reseller Prices. All purchase orders/order forms for NXLog Software, must include end user customer name, address and contact information (including the main contact email address and technical contact email address) and are subject to acceptance by NXLog. Reseller acknowledges that it is responsible for credit and cash collection risks with its end user customers. Upon the occurrence of a default by Reseller, NXLog, in its sole discretion, shall have the right to cancel any or all unfilled orders for NXLog Software submitted by Reseller. Purchase orders shall be binding upon NXLog only if accepted by NXLog and consistent with this Agreement and the Schedules, Exhibits, annexes and addenda hereto. Purchase Orders shall not contain any terms and conditions inconsistent with or in addition to the terms required by this Section 6, and any such terms are hereby rejected by NXLog.
-
Taxes. All amounts paid by Reseller to NXLog hereunder are exclusive of all EU, federal, state, municipal, excise, sales, use, value added, property or other similar taxes and import duties, now in force or enacted in the future by any community of nations or any nation or political subdivision, all of which shall be paid by Reseller, except for such taxes as are imposed on NXLog’s income, which shall be paid by NXLog. Reseller is responsible for obtaining and providing to NXLog any certificate of exemption or similar document required to exempt any sale from sales, use or similar tax liability.
-
General Terms of Business. The NXLog Software is sold with the permission of NXLog Ltd and their use is subject to the NXLog General Terms of Business located at https://nxlog.co/general-terms-of-business/terms/current/general-terms-of-business.html, the terms and provisions of which shall be considered as part of this Agreement and shall be applicable for this Agreement between the Parties hereof as well.
-
Termination; Remedies.
10.1. Termination.
(a) By Either Party at end of Term. This Agreement will terminate at the end of the Initial Term, or any Renewal Term thereafter, unless the parties mutually agree in writing to extend the term for additional one (1) year periods in accordance with Section 2.
(b) By Either Party upon Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or in equity, each party (except in the case of (v) below) shall have the right, at such party’s sole option, to terminate this Agreement immediately:
(i) if the other party fails to pay any payments required under this Agreement when due and payable; or (ii) if the other party fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under this Agreement, and such failure or breach shall continue unremedied for a period of thirty (30) days after the other party is notified in writing by such party of such failure or breach; or (iii) if the other party becomes insolvent, dissolves, liquidates, terminates its existence or assigns its assets for the benefit of its creditors, or upon the institution of a bankruptcy or reorganization proceeding by the other party; or (iv) if a custodian or receiver is appointed for the other party or any of its property or upon the institution of a bankruptcy or reorganization proceeding filed against the other party, and such appointment or proceeding is not terminated or dismissed within thirty (30) days; or (v) in the case of NXLog only, upon any assignment or attempted assignment by Reseller in violation of Section 11 hereof.
(c) By Reseller. Reseller may terminate this Agreement by giving thirty (30) days prior written notice to NXLog.
10.2
If either party terminates this Agreement under Section 10.1(b), in addition to any other rights and remedies such party may have, the breaching party shall pay all costs and expenses incurred by the non-breaching party in the enforcement or preservation of such party’s rights or remedies under this Agreement, including reasonable attorney’s fees. Termination or expiration shall not release either party from its obligation to pay any fees accruing prior to the date of the termination or expiration. Upon the termination of this Agreement for any reason, Reseller shall (i) immediately cease all use of or distribution of the NXLog Software, (ii) return all copies of the NXLog Software in its possession or under its control to NXLog or at the direction of NXLog destroy such materials (and provide an officer’s certificate attesting to the return or destruction of all such material as is satisfactory to NXLog), (iii) pay to NXLog, in full within thirty (30) days of such termination, all amounts owed to NXLog and (iv) cooperate with NXLog in completing all outstanding obligations to customers.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed and delivered by their respective authorized signatories.
NXLog Ltd/FZE ………………….. Address: ……………………………
By_…………………………… By……………………………
Name:…………………………… Name:……………………………
Title:…………………………… Title:……………………………
Date:…………………………… Date:……………………………
