Reseller Master Agreement

 


1. AUTHORIZATION

1.1

MochaDocs hereby grants to Reseller a non-exclusive right and license to market and sell to end-user customers (Customers), support, use for demonstration purposes and display the MochaDocs Contract Management Solution or any part thereof, globally. Primary Places Of Business in Geographical AREA are stated in Exhibit "C" Subscriptions granted to Customers shall be between MochaDocs and such Customers. Such subscriptions include the license terms set forth on this website hereto. MochaDocs hereby grants Reseller a non-exclusive right to use any of MochaDocs' trade names, trademarks or logos, as supplied by MochaDocs from time to time, on or with the Products and or material in connection with the marketing of the Products, provided that Reseller obtains MochaDocs' prior written approval of any materials distributed by Reseller which contain MochaDocs' trade names, trademarks or logos. Reseller shall use commercially reasonable efforts to market and promote the Products.

 

1.2

MochaDocs hereby grants to Reseller the right to use and display MochaDocs' trademarks (the MochaDocs Trademarks), but solely in connection with and to the extent necessary for the marketing, distribution and support of the Products under this Agreement. Resellers use shall be in accordance with MochaDocs' trademark guidelines, as issued by MochaDocs to Reseller in writing from time to time. Reseller shall not remove or alter Products copyright notices, trademarks, logos or packaging. MochaDocs retains all rights in the MochaDocs Trademarks except as specifically granted to Reseller in this section. In connection herewith, Reseller authorizes MochaDocs to use its name and pre-approved Reseller trademarks solely for purposes of marketing the nature of the Reseller relationship contemplated by this Agreement. Reseller retains all rights in and to such name and trademarks, which must be used in accordance with Resellers trademark guidelines.

 

1.3

MochaDocs hereby grants to Reseller the right to use and display MochaDocs' copyrighted materials (including software and printed materials included with the Products), but solely in connection with and to the extent necessary for the marketing, distribution and support of the Products under this Agreement. MochaDocs retains all rights in the materials except as specifically granted to Reseller in this section.

 

2. OBLIGATIONS OF RESELLER 

2.1

Reseller will use commercially reasonable efforts to make the Products available to Customers.

 

2.2

Reseller and MochaDocs will advertise and/or promote the Products in a commercially reasonable manner and will transmit Product information and promotional materials to Customers, as reasonably necessary. Reseller will also use its own Reseller network (affiliates) and has the right to do so.

 

3. OBLIGATIONS OF MOCHADOCS

3.1

MochaDocs will grant Reseller a non-exclusive, non-transferable, worldwide right to use one (1) trial MochaDocs account at no charge, solely for Resellers own internal business purposes, subject to the terms and conditions of the Master Agreement MochaDocs when Reseller has signed up at least 5 customers who remain active. All rights not expressly granted to you are reserved by MochaDocs and its licensors. MochaDocs can terminate this trial account at anytime.

 

4. PRICING AND COMMISSION

4.1

Standard subscription pricing will be published on all MochaDocs commercial websites including mochadocs.com. Pricing is non-negotiable.

 

4.2

For each subscription transmitted hereunder by Reseller for which MochaDocs is paid in full, MochaDocs shall pay the Reseller as stated in exhibit B.

 

4.3

Any subsequent upgraded subscription transmitted hereunder by Reseller for which MochaDocs is paid in full, MochaDocs shall pay the Reseller as stated in exhibit B.

 

4.4

MochaDocs charges and collects in advance for use of the MochaDocs Service. MochaDocs will automatically renew and bill the Customer

a. every month for monthly licenses,

b. every quarter for quarterly licenses,

c. each year on the subsequent anniversary for annual licenses, or

d. as otherwise mutually agreed upon.

 

The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless mochadocs.com has given the customer at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Unless MochaDocs in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in the Netherlands will be billed in Euro's and subject to Dutch payment terms and pricing schemes ("Dutch Customers"); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency supported by PayPal and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of MochaDocs ("Non-U.S./Dutch Customers"). If the customer believes the bill is incorrect, the customer must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

 

5. GENERAL INDEMNITY; WARRANTY

5.1

MochaDocs AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MochaDocs AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MochaDocs AND ITS LICENSORS.

 

5.2

Reseller agrees to protect MochaDocs and hold it harmless from any other kind of loss or claim incurred by Reseller to the extent arising out of its installation of any of the Products sold hereunder, including any loss or injury to the property or person of Customers or Customers representatives or employees, or any other person, provided that MochaDocs gives Reseller immediate notice of any such loss or claim and cooperates fully with Reseller in the handling thereof.

 

5.3

MochaDocs warrants that the Products will perform in accordance with all specifications relating thereto. MochaDocs shall use its commercially reasonable efforts to insure that the Products, at the time of delivery, shall be free of any virus or other program routine designed to erase or otherwise harm data or other programs of the end user. MochaDocs further warrants that MochaDocs owns the Products, including all associated intellectual property rights, or otherwise has the right to grant Reseller and its customers the right and license provided in this Agreement, and that neither the Products nor the associated documentation infringe any patents, copyrights, trademarks, or other proprietary rights of any third parties.

 

5.4

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

6. TERM AND TERMINATION

The initial term of this Agreement shall commence on the date signed by MochaDocs, and shall continue for one (1) year thereafter unless terminated by written notice or renewed as provided below:

 

6.1

This Agreement shall be automatically renewed for successive one (1) year terms, unless terminated by either party by written notice to the other not less than sixty (60) days before the end of the initial term or any renewal period. Either Party may terminate this Agreement upon sixty (60) days written notice of a material breach to the other and failure by the other to cure such material breach within the thirty (30) day period.

 

6.2

Either Party may terminate this Agreement when: 50% of the targets as described in "Exhibit D" are not met. There's a sixty (60) days prior written notice to the other. Exhibit D will be reviewed and renewed at the 1st of January each year and need to finalized and signed by both parties before March 1st of each year.

 

6.3

This Agreement shall terminate immediately:

 

By either party:

 

• if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the breach (if capable of remedy) for a period of 30 days after written notice by the other party;

• if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the its creditors or petitions for an administration order or if a trustee, receiver, administrative receiver or manager is appointed over all or any part of its assets or generally becomes unable to pay its debts.

 

By MochaDocs

 

• if Reseller infringes or threatens to infringe any Trade Mark, trade name, copyright, patent right or other intellectual property right of MochaDocs;

• if Reseller or substantially all of its assets should be directly or indirectly taken over or its control assumed by any governmental authority or other third party.

Any termination of this Agreement under this clause shall be without prejudice to any other.

 

6.4

The parties each acknowledge and agree that certain customer relationships relating to the Products and services contemplated hereby may extend, by their terms, beyond the term of this Agreement. Accordingly, notwithstanding termination or expiration of this Agreement for any reason, the parties agree to work together in the exercise of good faith to develop and implement such post-termination support solutions, on a case by case basis, as may be reasonably necessary to satisfy any surviving customer obligations.

 

7. CONSEQUENCE OF TERMINATION

The parties agree the expiration or termination of this Agreement for any reason will not abridge or diminish the rights of existing Customers to use the MochaDocs services, but Reseller must immediately:

 

7.1

discontinue selling the Products and/or Services authorized by this Agreement

 

7.2

cease to represent Reseller as an authorized MochaDocs Reseller with respect to the Products and otherwise desist from all conduct which might lead the public to believe that Reseller is authorized by MochaDocs to distribute the Services;

 

8. MODIFICATIONS TO TERMS

MochaDocs reserves the right to modify the terms and conditions of this Agreement or its policies at any time, effective upon posting of an updated version of this Agreement. You are responsible for regularly reviewing this Agreement.

 

9. COMPLIANCE WITH LAWS

The parties shall be mutually responsible, as applicable, for complying with the laws and regulations applicable in the Territory, or any nation, or political subdivision thereof, in which they engage in business in performing their respective responsibilities hereunder. Each party will bear their applicable expenses and costs related to compliance with such laws and regulations.

 

10. COVENANT-NOT-TO-COMPETE

Covenant-Not-To-Compete. Reseller covenants and agrees that during the course of Reseller's Agreement and for the one (1) year period following the termination of Reseller's retention, Reseller shall not, in any manner, directly or indirectly, through intermediaries or other persons or entities, either as owner, shareholder, member, director, officer, Reseller, consultant, creditor, representative, investor, Reseller, employee, or on behalf of any other person or entity, or in any other capacity (i) engage in, assist, or provide capital, services, advice or information to any business or enterprise that (a) offers products or services similar in type, nature, style, function or purpose to those offered by MochaDocs, or (b) competes, either directly or indirectly, with MochaDocs; or (ii) contact for any business purpose, solicit or attempt to solicit any supplier, vendor, customer, Reseller, representative or employee of MochaDocs, or otherwise interfere with or attempt in any manner to disrupt any relationship or agreement between MochaDocs and any of its customers, suppliers, vendors, employees, Resellers, representatives or others doing business with MochaDocs (collectively the "Restricted Activities"). Reseller shall not, during the course of Reseller's Agreement and for the two (2) years period following the termination of Reseller's retention, develop a product that competes directly or indirectly with MochaDocs (compete/competes is the activity to succesfully or unsuccesfully try to create software to sell, distribute or deliver to the same personas and type of organisations and companies MochaDocs is selling, distributing or delivering their software and/or services to). Neither party shall infringe the other party's intellectual property nor disclose to third parties any business secrets it received through the Reseller's Agreement.

 

 

11. GOVERNING LAW

This Agreement shall be governed by the law of the Netherlands. The parties executing this Agreement warrant that they have the requisite authority to do so.

 

  Reseller Master Agreement

 

Last updated: November 6, 2017 

expired verion(s)