Non-Exclusive Software Reseller Agreement (this “Agreement”) is entered into as of
[insert date] (the “Effective Date”) by and between MIRROR WORLD INC
incorporated under the laws of Panama with its registered office at 6B-906, 6 FLOOR,
OMEGA BUILDING, OBARRIO, SAMUEL LEWIS AVENUE AND 53 STREET PANAMA
CITY, REPUBLIC OF PANAMA (“MIRROR WORLD”), and CHANNEL PARTNER a
corporation having its principal place of business at[insert company address] is entered
into as of the date of last signature below (“Reseller”).
RECITALS
MIRROR WORLD provides a software application known as Mirror World’s SDK
Codebase (“Software”), and the Parties have agreed that Reseller will resell Software
and provide any such services as reasonably necessary to ensure enjoyment of Software
by End Users.
Therefore, in consideration of the mutual covenants, terms, and conditions set forth
below, the adequacy of which consideration is hereby accepted and acknowledged,
MIRROR WORLD and Reseller (the “Parties”) agree as set forth below.
TERMS AND
CONDITIONS
1. Definitions. The following capitalized terms will have the following meanings
whenever used in this Agreement:
i. "Confidential Information" includes: (a) Software; (b) any personal data or
information regarding any End User; (c) any and all information disclosed by
MIRROR WORLD to Reseller, in whatever format, that is either identified as or
would reasonably be understood to be confidential and/or proprietary; (d) any
notes, extracts, analyses or materials prepared by Reseller which are copies of or
derivative works of Confidential Information or from which Confidential
Information can be inferred or otherwise understood; and (e) the terms and
conditions of this Agreement; “Confidential Information” does not include
information received from MIRROR WORLD that Reseller can clearly establish by
written evidence: (x) is or becomes known to Reseller from a third party without
an obligation to maintain its confidentiality; (y) is or becomes generally known to
the public through no act or omission of Reseller; or (z) is independently
developed by Reseller without the use of Confidential Information.
ii. “MIRROR WORLD Trademarks” means all names, marks, logos, designs, trade
dress and other brand designations used by MIRROR WORLD in connection with
its products and services.
iii. “End User” means a person or entity that desires to use Software for its own use,
rather than for resale or distribution.
iv. “End User License Agreement”, or “EULA” means a legal instrument defining and
governing the permitted use of Software as between the End User and MIRROR
WORLD, containing terms identical with or substantially similar to the General
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Software License Terms available at: [insert link] as may from time to time be
amended at MIRROR WORLD’s sole discretion.
v. “Market” means all territories across the globe, unless otherwise expressly
agreed upon by the Parties.
vi. “Package” means physical or electronic media containing Software, related
documentation, and EULA as it may be modified by MIRROR WORLD for use in
the Market.
vii. “Reseller Order” means an instrument whereby Reseller provides MIRROR
WORLD with all of the necessary information including, without limitation, the
identity of the End User, the End User’s business and email addresses, as well
as requirements and purposes concerning Software and MIRROR WORLD’s
involvement as expected by the End User. In the event of any conflict between the
Reseller Order and this main body of this Agreement, the following order of
precedence will govern: (i) the Reseller Order signed in handwriting by MIRROR
WORLD’s representatives; overruling (ii) this main body of this Agreement;
overruling
viii. the Reseller Order accepted otherwise than in handwriting by MIRROR
WORLD’s representatives.
2. Appointment.
i. General. On the terms and subject to the conditions set forth herein, MIRROR
WORLD appoints Reseller as an independent, non-exclusive, authorized
Reseller of Software in the Market, and Reseller hereby accepts such
appointment. Reseller may advertise, promote and resell Software solely to End
Users within the Market. Reseller may not authorize or appoint any dealers, sub-
resellers, agents, representatives, subcontractors, or other third parties to
advertise, promote, resell, or distribute Software. All rights not specifically
granted by MIRROR WORLD hereunder are reserved by MIRROR WORLD.
Without limiting the generality of the foregoing, MIRROR WORLD reserves the
right to advertise, promote, market and distribute Software, and to appoint third
parties to advertise, promote, market and distribute Software, worldwide,
including in the Market. Further, MIRROR WORLD reserves the right, in its
sole discretion, at any time and from time to time, to modify any or all of
Software and services it offers, or to discontinue the service, support, publication,
distribution, sale or licensing of Software without liability of any kind. (2)
Identification. Subject to this Agreement, Reseller may identify itself as
“MIRROR WORLD Partner” solely in connection with its resales of Software.
Reseller may not use any MIRROR WORLD Trademarks, except when
necessary for sales and marketing purposes, subject to revocable consent of
MIRROR WORLD. All goodwill arising from Reseller’s use of MIRROR
WORLD Trademarks inures to the benefit of MIRROR WORLD.
3. Licenses.
i. License. Subject to Reseller’s payment of the applicable fees and to Reseller’s
compliance with other terms and conditions of this Agreement, MIRROR WORLD
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hereby grants Reseller a non-exclusive, one-time, non-transferable limited
license to resell Software within the Market.
ii. License restrictions. This Agreement grants Reseller no title to or ownership of
Software, and Reseller receives no rights to Software other than those
specifically granted in Subsection 3.1 above. Without limiting the generality of the
foregoing, Reseller will not reverse engineer, decompile, disassemble, or
otherwise attempt to derive any of Software’s source code; Reseller may not use,
or authorize to use, Software as on-demand software (SaaS, PaaS, or the like
model) or otherwise permit any person or entity to have access to Software by
means of a time sharing, remote computing services, networking, batch
processing, service bureau or time sharing arrangement.
iii. End user terms. All use of Software by End Users is subject to EULA, and
Reseller may not purport to impose any other terms pertaining to their use of
Software. Reseller will be responsible for ensuring that each End User enters
into EULA in a manner that is legally binding upon the End User. This may
require Reseller to (a) notify each End User that Software is subject to EULA
and that by placing an order with Reseller the End User agrees to EULA, (b)
include either a copy of or link to EULA in each quotation and order form
Reseller issues to the End User, and (c) obtain from each End User written
confirmation of acceptance of EULA prior to the earlier of (i) acceptance of
the order by Reseller and (ii) delivery of Software. Reseller must provide
evidence of such acceptance by the End User to MIRROR WORLD upon
request. Reseller agrees to immediately notify MIRROR WORLD of any
known or suspected breach of EULA or other unauthorized use of Software
and to assist MIRROR WORLD in the enforcement of the terms of EULA.
4. Pricing, Delivery, and Taxes.
i. Price. Reseller’s initial price and any available discounts, rebates and the like
(“Price”) for Software will be as set forth in a subsequent quarterly product and
pricing tables made available to Reseller from MIRROR WORLD website.
Reseller acknowledges that MIRROR WORLD has the right, at any time between
quarterly updates, to modify the Price.
ii. Delivery. MIRROR WORLD will ship Software upon acceptance of the Reseller
Order and Reseller’s payment in full, except as otherwise mutually agreed in
writing, for Software. Reseller will pay for Software in immediately available funds
by way of wire transfer, or in such other manner as MIRROR WORLD may
approve. Upon receipt of payment, MIRROR WORLD will deliver Software
license key or other information necessary for End Users to use or access
Software, directly to the delivery contact specified in the Reseller Order in
accordance with MIRROR WORLD’s standard delivery procedures. If MIRROR
WORLD delivers the keys, logins or the like to Reseller, Reseller agrees to
deliver them directly to the End User specified in the Reseller Order, and not to
use or access Software, MIRROR WORLD services, or other products in any
way. Reseller will either delete all related information promptly thereafter or
maintain them in confidence.
iii. Taxes. Except as otherwise mutually agreed in writing, Reseller will be
responsible for all costs associated with its performance of this Agreement. Each
Party will be responsible for paying all taxes assessed against it in connection
with this Agreement. Without limiting the generality of the foregoing, in no event
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will either Party be liable for the other Party’s taxes in connection with this
Agreement in respect of income, payroll or property. In the event Reseller fails to
remit any of its own taxes due in accordance with the above, Reseller agrees to
indemnify and hold MIRROR WORLD harmless from and against any and all
liabilities, fees, penalties, interest, deductions, or additions to taxes which may be
assessed against MIRROR WORLD for such failure, and all costs and expenses
incurred in the defense of any such assessment, based upon such failure.
Notwithstanding any other provision of this Agreement, in the event Polish
withholding tax become due or payable out of any fees paid or payable under this
Agreement, MIRROR WORLD may withhold such amounts and promptly provide
Reseller with a copy of a tax receipt, documenting payment of withholding tax.
5. Commission. Reseller will be paid a [insert percentage] % commission on all Software
net sales that are made by Reseller during the term of this Agreement. Reseller will
independently set its own pricing to each End User. Reseller will bear all risk of non-
payment by End Users, and will be solely responsible for all of its costs and expenses.
Reseller may not terminate a Reseller Order or receive any refunds due to non-payment
by an End User.
6. Resale. MIRROR WORLD will provide a template of its EULA to Reseller, and Reseller
will promptly review it and advise MIRROR WORLD as to what revisions, if any, should
be made to EULA for resale in the Market to ensure that the agreement comply with
requirements of local law in the Market, and that MIRROR WORLD has protection
concerning proprietary rights, warranty disclaimers and limitations of liability. Reseller
may charge End Users for Software at prices determined in Reseller’s sole discretion.
Reseller may distribute Software solely by sale of Packages. The relationship between
the End User and MIRROR WORLD will be as specified in the applicable EULA.
Notwithstanding the foregoing, as between MIRROR WORLD and Reseller, Reseller will
be solely responsible for providing customer support to End Users in the Market. Reseller
will notify MIRROR WORLD immediately in the event that it is unable to respond
effectively to any End User request.
7. Support. MIRROR WORLD will offer Reseller technical training for Software from time to
time upon reasonable request from Reseller at MIRROR WORLD’s then-current charges
for such training. All training will be held at MIRROR WORLD’s offices unless MIRROR
WORLD, in its sole discretion, agrees to offer training at another location.
8. Marketing and Promotion.
i. Promotion. Reseller will use its best efforts to market and promote Software to
End Users in the Market, including by: (a) attendance by Reseller at trade shows
at which Reseller promotes Software, (b) listing Software in Reseller’s product
lists and Reseller’s other marketing materials, (c) advertising Software in trade
journals, magazines, and other appropriate publications, and (d) at MIRROR
WORLD’s request, translating and distributing MIRROR WORLD’s press releases
and other publicity and sales materials in the Market.
ii. Marketing Practices. Reseller will at all times perform hereunder in an ethical and
professional manner and in accordance with this Agreement and any guidelines
issued by MIRROR WORLD. Reseller will: (a) conduct business in a manner that
reflects favorably at all times on Software and the good name, goodwill and
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reputation of MIRROR WORLD; (b) avoid deceptive, misleading or unethical
practices that are or might be detrimental to MIRROR WORLD, Software or the
public, including but not limited to disparagement of MIRROR WORLD or
Software; (c) make no false or misleading representation with respect to
MIRROR WORLD or Software; and (d) make no representations with respect
to MIRROR WORLD or Software that are inconsistent with EULA,
promotional materials and other literature distributed by MIRROR WORLD,
including all liability limitations and disclaimers contained in such materials.
iii. Promotional Materials. Reseller consents to the listing of its business name,
address, phone number and web site addresses in such MIRROR WORLD
advertising and promotional materials as MIRROR WORLD may determine in its
sole discretion, including Software literature and MIRROR WORLD’s web sites.
During the term of this Agreement, MIRROR WORLD may provide to Reseller
promotional materials with respect to Software. Reseller may not use the
promotional materials for any purpose other than advertising and promoting
Software to End Users in the Market. Notwithstanding anything to the contrary
herein, Reseller may not distribute any Reseller-created promotional materials
with respect to MIRROR WORLD services or Software without MIRROR
WORLD’s prior written approval of such materials.
iv. Compliance. Reseller will, at its sole cost and expense, obtain all permits and
licenses necessary in connection with its performance of this Agreement, and
will comply with all applicable laws, rules and regulations in the performance of
this Agreement. Without limiting the generality of the foregoing, Reseller will
comply with all applicable export laws.
v. Personal data. Reseller will at all times during the term of this Agreement
maintain appropriate technical and organizational measures to protect any End
User data that it collects, accesses or processes in connection with this
Agreement against unauthorized or unlawful use, disclosure, processing or
alteration. Reseller will act in all instances in accordance with all applicable laws,
rules and regulations.
9. Confidential information, and non-compete.
i. Confidential Information. Reseller will make no use of Confidential Information for
any purpose except as expressly authorized by this Agreement. Except as
expressly provided in this Agreement, Reseller will not disclose Confidential
Information to any third party and will protect and treat all Confidential Information
with the same degree of care as it uses to protect its own confidential information
of like importance, but in no event with less than reasonable care. Except as
expressly provided in this Agreement, Reseller will not use, make or have made
any copies of Confidential Information, in whole or in part, without the prior written
authorization of MIRROR WORLD. In the event that Reseller is required to
disclose Confidential Information pursuant to law, Reseller will notify MIRROR
WORLD of the required disclosure with sufficient time for MIRROR WORLD to
seek relief, will cooperate with MIRROR WORLD in taking appropriate protective
measures, and will make such disclosure in a fashion that maximizes protection
of the Confidential Information from further disclosure.
ii. Covenant not to compete. Commencing on the Effective Date and for two
(2) years thereafter, Reseller will not engage in developing for the benefit or
on behalf of itself any other person or entity product functionality that
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competes with any of the features or functions of Software. The Parties agree
that such covenant is necessary to protect MIRROR WORLD rights, title and
interest in and to Software and the value of MIRROR WORLD’s investment in
Software.
10. Disclaimer of warranties. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY,
MADE TO THE END USER IN THE APPLICABLE EULA, MIRROR WORLD MAKES NO
OTHER WARRANTIES RELATING TO SOFTWARE, EXPRESS OR IMPLIED. MIRROR
WORLD DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO
PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR
REPRESENTATION CONCERNING SOFTWARE OR THE MEDIA ON WHICH
PRODUCTS ARE SUPPLIED. RESELLER WILL MAKE NO WARRANTY, EXPRESS OR
IMPLIED, ON BEHALF OF MIRROR WORLD.
11. Limitation of liability. MIRROR WORLD’S AGGREGATE LIABILITY TO RESELLER
UNDER THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT OR IN TORT,
IS LIMITED TO THE PRICE PAID BY RESELLER FOR THE COPY OF SOFTWARE
WHICH GIVES RISE TO THE CLAIM. IN NO EVENT WILL MIRROR WORLD BE LIABLE
FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
(INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER
ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF MIRROR WORLD HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY
EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL
PURPOSE.
12. Indemnification.
i. Reseller will indemnify, defend and hold harmless MIRROR WORLD from and
against any and all claims, damages and expenses (including reasonable
attorneys’ fees and costs of litigation) by any third party resulting from any acts or
omissions of Reseller relating to its activities in connection with this Agreement,
including – without limitation – Reseller’s breach of this Agreement, or Reseller’s
misrepresentations relating to MIRROR WORLD, its services, Software, or this
Agreement, regardless of the form of action. Reseller will be solely responsible for
any claims, warranties or representations made by Reseller or Reseller’s
representatives or agents derogating from the warranties provided by MIRROR
WORLD in the applicable end user license agreement.
ii. MIRROR WORLD agrees to defend or, at its option, settle any claim or action
against Reseller to the extent arising from a third party claim that a permitted
use of Software by End Users infringes any EU patent or copyright, provided
MIRROR WORLD has control of such defense or settlement negotiations and
Reseller gives MIRROR WORLD prompt notice of any such claim and provides
reasonable assistance in its defense. In the event of such a claim of
infringement, MIRROR WORLD, at its option, may provide Reseller with
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substitute Software reasonably satisfactory to Reseller to replace those
affected Software then in Reseller’s inventory. MIRROR WORLD will not be
liable under this Section if the infringement arises out of Reseller’s activities
after MIRROR WORLD has notified Reseller that MIRROR WORLD believes in
good faith that Reseller’s activities will result in such infringement. The
foregoing states the entire liability of MIRROR WORLD with respect to
infringement of intellectual property rights.
13. Trademarks. In performing its obligations hereunder. Reseller may refer to Software
by the associated MIRROR WORLD Trademarks, provided that such reference is not
misleading and complies with any guidelines issued by MIRROR WORLD. Reseller is
granted no right, title or license to, or interest in. any MIRROR WORLD Trademarks.
Reseller acknowledges and agrees that any use of the MIRROR WORLD Trademarks by
Reseller will inure to the sole benefit of MIRROR WORLD. If Reseller acquires any rights
in any MIRROR WORLD Trademarks by operation of law or otherwise, it will
immediately, at no cost or expense to MIRROR WORLD assign such rights to MIRROR
WORLD along with all associated goodwill.
14. Parties’ relationship. This Agreement does not constitute either Party the agent of
the other, or create a partnership, joint venture or similar relationship between the
Parties, and neither Party will have the power to obligate the other in any manner
whatsoever. Reseller acknowledges and agrees that its relationship with MIRROR
WORLD is that of an independent contractor, and Reseller will not act in a manner that
expresses or implies a relationship other than that of an independent contractor.
MIRROR WORLD and Reseller acknowledge and agree that: (a) Reseller is permitted to
promote and sell products and services of companies other than MIRROR WORLD; (b)
Reseller is not required to promote MIRROR WORLD products or services exclusively;
and (c) Reseller’s decision to devote all or some of its business efforts to the products or
services of any particular company is solely in the discretion of Reseller.
15. Term and termination.
i. Term. This Agreement will be effective for a term of one year from the Effective
Date. It will be automatically extended for further one-year terms unless
either Party gives written notice to the other at least 30 days before the
expiration of the initial or any renewal term of the Party’s intent not to renew.
ii. Termination. Notwithstanding anything in this Agreement that may be
interpreted to the contrary, MIRROR WORLD may terminate this Agreement
without cause and without liability upon 30 days’ prior written notice to Reseller.
Either Party may terminate this Agreement for any material breach of the
Agreement that is not cured to the non- breaching Party’s satisfaction within 10
days of written notice that specifies the breach.
iii. Effect of termination. Upon termination of this Agreement, Reseller will cease all
advertising, marketing and resale of Software. Termination of this Agreement will
not affect either Party’s rights or obligations with respect to Software distributed
by Reseller prior to the effective date of the termination.
iv. No liability for termination. Neither Party will be liable for any damages arising out
of the termination of this Agreement in accordance with this Section 14. Reseller
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acknowledges and agrees that MIRROR WORLD is not responsible for Reseller’s
dependence on revenues hereunder and Reseller agrees to release, hold
harmless and indemnify MIRROR WORLD from any and all claims and liabilities
relating to Reseller’s revenues, financial forecasts or economic value that may
result from any termination by MIRROR WORLD of this Agreement as permitted
hereunder.
v. Survival. Expiration or termination of this Agreement will not relieve either Party
from its obligations arising hereunder prior to such expiration or termination.
Rights and obligations which, by their nature, should survive will remain in effect
after termination or expiration of this Agreement.
16. Assignment. Neither this Agreement nor any rights or obligations of Reseller
hereunder will be assignable or transferable by Reseller, in whole or in part, by operation
of law or otherwise, without the prior written consent of MIRROR WORLD. Any attempted
assignment, subcontract or other transfer of this Agreement or any of Reseller’s rights
or obligations hereunder will have at no time any legal validity and will be considered a
material breach of this Agreement. This Agreement will be binding upon and inure to
the benefit of the Parties and their permitted successors and assigns.
17. Notices. Any notices or other communications required or permitted hereunder will be
in writing and personally delivered at the principal business addresses designated at the
beginning of this Agreement, or mailed by registered or certified mail, return receipt
requested, postage prepaid, at the address set forth above, or to such other address or
addresses as may be hereafter furnished by one Party to the other Party in compliance
with the terms hereof. Notwithstanding the foregoing, MIRROR WORLD may give
notice of changes in Prices, service offerings, product descriptions, order procedures,
delivery procedures and other routine events and procedures by way of printed materials
or newsletter.
18. Force majeure. MIRROR WORLD will not be liable for failure or delay in
performance of any of its obligations hereunder if such delay or failure to perform is
caused by circumstances beyond its control. Reseller will be required to accept any
delayed shipment, lack of service, or delivery made within a reasonable time.
19. Governing laws. This Agreement will be governed by and construed in accordance
with the laws of [China]. Each Party consents to the jurisdiction and venue of the
courts competent with respect to the registered office of MIRROR WORLD, in any
action arising out of or relating to this Agreement.
20. Entire agreement. This Agreement constitutes the entire agreement and
understanding of the Parties with respect to the subject matter hereof and supersedes
and terminates all other prior commitments, arrangements or understandings, both oral
and written, between the Parties with respect thereto. This Agreement may not be
modified or amended except by an instrument in writing executed by each of the Parties.
None of the provisions of this Agreement will be deemed to have been waived by any act
or acquiescence on the part of either Party, their agents or employees, but may be
waived only by an instrument in writing signed by an officer of the waiving Party. No
waiver of any provision of this Agreement on one occasion will constitute a waiver of any
other provision or of the same provision on another occasion.
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SIGNATURE SECTION
Please sign below to signify acceptance of the terms and conditions set out within this
Agreement.
Signed by Reseller
Print name: […]
Signed by MIRROR WORLD
Print name: […]
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