RESELLER AGREEMENT

RESELLER AGREEMENT

This Reseller Agreement is entered into as of [insert date] (“Effective Date”) by and between GVE GLOBAL VISION INC., a corporation incorporated and registered in Canada and located at 16800 Rte Trans-Canada, Kirkland, Quebec, H9H 4M7, Canada (“GlobalVision”) and [CORPORATE NAME] a corporation incorporated and registered in [JURISDICTION] and located at [ADDRESS] (“Reseller”). GlobalVision and Reseller shall hereafter individually be referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, GlobalVision is in the business of developing and licensing proprietary software and providing related services;

WHEREAS, Reseller is in the business of marketing and reselling software and related services;

WHEREAS, Reseller wishes to purchase the Products and Cloud Services from GlobalVision, market, promote and resell these Products and Cloud Services, and provide related services to Reseller Clients, subject to the terms and conditions of this Agreement; and

WHEREAS, GlobalVision wishes to sell the Products and Cloud Services and provide related services to Reseller and appoint Reseller as a non-exclusive reseller under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

For the purposes of this Agreement, the following terms shall have the following meanings:

1. 1. .
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1. 1. . Subject to the terms and conditions of this Agreement and for the duration of the Term, GlobalVision hereby appoints Reseller, and Reseller accepts the appointment, to act as a non-exclusive reseller.
   1. . Nothing in this Agreement shall prevent GlobalVision from licensing the Software or granting the right to access and use the Cloud Services, and selling and/or providing hardware products and Services to Third Parties during the Term, either directly or via other resellers or agents. All rights not specifically and expressly granted to Reseller under this Agreement are reserved to GlobalVision.
2. 1. . Subject to Reseller’s payment of the applicable fees and Reseller’s compliance with all terms and conditions of this Agreement, GlobalVision hereby grants to Reseller a limited, revocable, non-exclusive, non-transferable right to grant licenses to the Software and/or the right to access and use the Cloud Services and Documentation, and to resell the hardware products and/or provide Services to Reseller Clients. The aforementioned right granted by GlobalVision is conditional upon Reseller entering into a Software Agreement with Reseller Clients.

• . The Software and/or Cloud Services may include Third Party Materials, and a list of all Third Party Materials, if any, included in the Software and/or Cloud Services may be provided to Reseller upon written request.
  • . Except as otherwise expressly set forth in this Agreement, Reseller shall not, and shall not permit the Reseller Clients to, directly or indirectly:
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• . Notwithstanding anything to the contrary in this Agreement, neither Reseller nor any of its Representatives shall:
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• . Reseller may not appoint any reseller, agent, dealer, distributor or other Third Party to fulfil its obligations under this Agreement, and may not subcontract the provision of any Services to a Third Party without the prior written approval of GlobalVision.
• • . Reseller shall, in good faith and at its own expense:
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• ;

• ; and

• .Reseller shall, in good faith and at its own expense:

GlobalVision reserves the right to review and approve all sales, promotional and marketing materials prepared by Reseller in connection with the Products, Cloud Services and Services. In the event Reseller’s sales, promotional and marketing materials are in a language other than English, Reseller shall provide a translated copy of such materials to GlobalVision. Furthermore, upon GlobalVision’s written request, Reseller shall also provide to GlobalVision a translated copy of any other documents that Reseller provides to Reseller Clients or any correspondences between Reseller and Reseller Clients. Reseller hereby irrevocably assigns all copyrights in the translations to GlobalVision’s sales, promotional and marketing materials, subject to a worldwide, non-exclusive, non-transferable and non-sublicensable, limited license to Reseller, hereby granted by GlobalVision, to use these translations during the Term solely for the purposes of this Agreement.

• Reseller shall, at its own expense: (a) upon GlobalVision’s request, submit the name and addresses of Reseller Clients to whom the Products, Cloud Services and/or Services are sold, in a format mutually agreed upon by the Parties; and (b) maintain books, records and accounts of all transactions and activities covered by this Agreement for a period of three (3) years as of the effective date of expiration or termination of this Agreement or such longer period as required under Applicable Laws and permit full examination thereof by GlobalVision and its Representatives, in accordance with Section 20.1.
  • . Reseller must achieve the Minimum Sales Quota outlined in Schedule 1 associated with Reseller’s Classification. If Reseller does not meet the Minimum Sales Quota in a given year, GlobalVision reserves the right to reclassify Reseller under a different Classification upon written notice.In the event Reseller is reclassified as a referral partner (also known as a ready partner), this Agreement would terminate immediately upon written notice from GlobalVision, and Reseller would have to enter into a separate agreement with GlobalVision in order to act as a referral (or ready) partner. For further clarity, a referral (or ready) partner does not have the right to resell Products, Cloud Services and/or Services, but rather will receive a commission for referring clients to GlobalVision.
  • . Reseller shall provide GlobalVision, within thirty (30) days of the Effective Date, a business plan for the upcoming twelve-month period, which shall include without limitation, Reseller’s forecasted sales for such period, its planned marketing activities, its go-to-market strategy for the year, market potential and trends, and common practices governing the sale, marketing and promotion of the Products, Cloud Services, and Services (“Business Plan”). Reseller’s Business Plan shall be subject to GlobalVision’s approval. Reseller shall update its Business Plan on an annual basis and shall provide the updated Business Plan to GlobalVision at least thirty (30) days prior to the anniversary of the Effective Date of this Agreement.
  • . Reseller must maintain a space in its place of business, such as a specific room, for the performance of Product and Software demonstrations. In the event that Reseller intends to sell GlobalVision’s Print Inspection product to Reseller Clients, Reseller must acquire a Print Inspection system which will be used for the purpose of product demonstrations. 
  • . Reseller must enter into a Software Agreement with Reseller Clients in order to provide Products and Cloud Services to such clients, provided that Reseller employs its own resources for the management of all agreements with Reseller Clients. The Software Agreement must:

• • . During the Term of this Agreement, GlobalVision shall:

• . Updates to the Software will be announced by GlobalVision via its website or any other marketing channel. All Updates to the Software that are commercially available to GlobalVision’s clients shall be made available to Reseller in accordance with the terms of the GVE Maintenance and Support Agreement, which can be accessed via the link in Section 10.1.

• • . Either Party grants the other Party a worldwide, non-exlcusive, non-transferable (except as otherwise provided herein), non-sublicensable, royalty-free, limited license to use the other Party’s Marks in accordance with the terms of this Agreement and for the duration of the Term.
  • . A Party may use the other Party’s Marks in any sales, promotional and marketing materials prepared in connection with this Agreement. Notwithstanding the foregoing, Reseller shall obtain the written approval of GlobalVision prior to using GlobalVision’s Marks. Furthermore, GlobalVision shall have the right to use Reseller’s Marks on its website.
  • . Reseller’s use of GlobalVision’s Marks in any sales, promotional and marketing materials shall be subject to Reseller’s compliance with any applicable guidelines or requirements communicated by GlobalVision regarding such use, which may be updated by GlobalVision from time to time. If GlobalVision determines, in its sole discretion, that Reseller’s use of GlobalVision’s Marks does not comply with the terms of this Agreement or any guidelines and/or requirements communicated by GlobalVision, Reseller shall modify or stop using the materials.

• . GlobalVision may revoke Reseller’s right to use GlobalVision’s Marks in the event that such use does not comply with the terms of this Agreement, any guidelines and/or any requirements communicated by GlobalVision.
• • . The Software and Documentation shall be transmitted electronically to Reseller and deemed delivered seventy-two (72) hours from the date Reseller places the order in accordance with Section 8 below. Notwithstanding the foregoing, in the event the Software is purchased together with hardware under this Agreement, the Software shall be deemed delivered as of the date of receipt of the hardware by Reseller in accordance with the terms of this Agreement. Lead times for the delivery of such hardware shall be communicated by GlobalVision upon Reseller’s request.  

• . In the event that GlobalVision provides Reseller with a lead, Reseller must provide GlobalVision with an update within three (3) business days as to whether it has contacted or attempted to contact the lead. In the event no update is provided to GlobalVision by Reseller within the aforementioned delay, GlobalVision shall have the right to transfer the lead to another reseller.  
  • . Reseller shall register any opportunities under this Agreement in accordance with GlobalVision’s “Step-by-Step Guide for Lead and Opportunity Registration”, as amended from time to time, which can be accessed at the following link: https://globalvision.force.com/s/files.
  • . The following terms and conditions apply to the registration of any opportunities by Reseller:

• . GlobalVision shall be entitled to revoke its approval of a registered opportunity in certain circumstances, subject to providing Reseller with a prior written notice. Such circumstances include, without limitation:

• . If Reseller registers an opportunity, and the client decides that it wants to place its order with another reseller, Reseller will receive a commission for the registration of the opportunity valued at twenty percent (20%) of the amount of the final order placed by the other reseller for the client. The other reseller shall receive a ten percent (10%) discount, rather than the standard thirty percent (30%) discount, on the list price for the Products and/or Cloud Services in the final order it places for the client. Notwithstanding the foregoing, GlobalVision reserves the right to resolve such opportunity conflicts in any other manner it deems appropriate at its sole discretion.
  • . Reseller shall place an order for Products, Cloud Services and/or Services in accordance with GlobalVision’s “Step-by-Step Guide for Order Processing in the Partner Portal”, as amended from time to time, which can be accessed at the following link: https://globalvision.force.com/s/files. All orders placed by Reseller and approved by GlobalVision are final and cannot be subsequently modified by Reseller, unless otherwise agreed upon by the Parties in writing.
  • . At any time upon GlobalVision’s written request, Reseller must send a copy of Reseller Clients’ purchase orders to GlobalVision for review.

• • . The Fees, Hardware Fees, Support Fees, Hardware Support Fees, and Professional Services Fees for the Products, Cloud Services and Services, as amended from time to time, are set out in Schedule 2 of this Agreement.
  • . For any Software licensed on a subscription basis hereunder, Support Services shall be offered by GlobalVision to Reseller free of charge. For any Software licensed on a perpetual basis hereunder, Reseller shall have the option to purchase Support Services from GlobalVision in accordance with Schedule 2 of this Agreement.
  • . As of the first anniversary of the Effective Date, Reseller shall pay to GlobalVision an annual partner fee of one thousand five hundred US dollars (USD $1500). This annual partner fee will be invoiced on the first anniversary of the Effective Date of this Agreement and every year thereafter. Notwithstanding the foregoing, in the event the Reseller is classified as a premier partner by GlobalVision, the annual partner fee shall be waived.
  • . In the event that GlobalVision enters into a Master Agreement directly with a Reseller Client at the request of Reseller, Reseller shall be charged a five percent (5%) administrative fee on the applicable invoice.
  • . Reseller retains the right to determine its own pricing for the Products, Cloud Services and Services. GlobalVision may provide Reseller with a manufacturer’s suggested retail price for the Products, Cloud Services and Services. Pricing information related to the Products, Cloud Services and Services shall not be shared by Reseller with any Third Party other than Reseller Clients, and shall not be advertised or made available to the general public.

• . In the event that GlobalVision enters into a Master Agreement directly with a Reseller Client at the request of Reseller, GlobalVision agrees to pay Reseller within sixty (60) days from the date of receipt of payment from the Reseller Client. For the avoidance of doubt, Reseller’s commission will be based on the amount collected by GlobalVision from the Reseller Client. In the event that Reseller enters into a Software Agreement directly with a Reseller Client, Reseller shall pay GlobalVision within sixty (60) days of receipt of GlobalVision’s invoice. GlobalVision shall invoice Reseller upon GlobalVision’s receipt of a purchase order from Reseller. All payments under this Agreement may be made in US dollars or in Euros. Reseller shall pay any applicable fees by wire transfer.
  • . If Reseller fails to make any undisputed payment when due, in addition to all other remedies that may be available to GlobalVision, GlobalVision may:

• . All fees payable by Reseller under this Agreement are exclusive of any Taxes and similar assessments. Reseller is responsible for all Taxes imposed on any amounts payable by Reseller hereunder, other than Taxes imposed on GlobalVisionr’s property, payroll or income. In the event that the country in which Reseller is located imposes withholding Taxes, Reseller will be responsible to provide GlobalVision with any direct pay permits or valid tax-exempt certificates prior to the execution of this Agreement. If GlobalVision is required to pay Taxes for any reason whatsoever in lieu of Reseller, Reseller shall immediately reimburse GlobalVision for those amounts upon notice and shall indemnify GlobalVision for any Taxes and related costs paid or payable by GlobalVision.
  • . GlobalVision reserves the right to change the pricing of its Products, Cloud Services and Services at any time, subject to providing Reseller a prior written notice of at least thirty (30) days. Changes to the pricing shall not affect any purchase orders already submitted by Reseller, or any opportunities registered by Reseller in accordance with Section 8, prior to such changes, provided that the aforementioned registered opportunities close within thirty (30) days of Reseller’s receipt of GlobalVision’s notification of the price changes.
• • . Tier 1 support is first line, direct support provided by Reseller to Reseller Clients (“Tier 1 Support”). Reseller agrees that it shall be responsible for supporting Reseller Clients in accordance with the terms of the GVE Maintenance and Support Agreement, as amended from time to time, which can be accessed at the following link: https://globalvision.co/software-maintenance-and-support/. In no event shall Reseller’s support hours be less than GlobalVision’s support hours outlined therein. Tier 1 Support includes:
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1. . Tier 2 support is technical support provided by GlobalVision or Reseller, subject to the terms of Schedule 1 of this Agreement (“Tier 2 Support”). Tier 2 Support includes:
2. .

1. . Tier 3 support is technical support provided by GlobalVision to Reseller (“Tier 3 Support”), subject to the terms of Schedule 1 of this Agreement. Tier 3 Support includes all other Support Services that are not expressly classified under Tier 1 Support or Tier 2 Support.
   1. . Notwithstanding anything to the contrary herein, GlobalVision will not provide any Updates as part of Tier 2 Support or Tier 3 Support to Reseller for Software licensed on a perpetual basis under this Agreement.  

1. . Reseller shall designate a mutually agreed upon number of support personnel which shall be authorized to contact GlobalVision’s support team. Reseller shall communicate to GlobalVision the contact information of such personnel within ninety (90) days from the Effective Date of this Agreement. Reseller may change the aforementioned personnel upon reasonable written notice to GlobalVision.
2. 1. . Reseller shall provide first line, direct support to Reseller Clients via telephone for hardware-related issues in connection with the Products, regardless of whether such Products were purchased by Reseller Clients directly from GlobalVision or from Reseller. Reseller shall, without limitation:

1. . GlobalVision shall provide technical support to Reseller, provided that Reseller has paid GlobalVision all Hardware Fees and Hardware Support Fees due under this Agreement. In order to escalate a hardware-related issue to GlobalVision, Reseller must first complete a GlobalVision Partner Support Form, which can be found in the Support folder located on GlobalVision’s partner portal, or can be accessed via the following link: https://docs.google.com/forms/d/e/1FAIpQLSdkt5ZaECSeoOq9AnC4ImXAISKEuaBPy7GaRqa3EEDw3yssgw/viewform. A copy of such form is outlined in Schedule 3. The GlobalVision Partner Support Form will provide GlobalVision with all pertinent information to start diagnosing the issue. GlobalVision shall support Reseller in accordance with the terms of GlobalVision’s hardware warranty, as amended from time to time, which may be consulted at: https://globalvision.co/hardware-warranty/.

1. . Reseller shall designate a mutually agreed upon number of personnel which shall be authorized to contact GlobalVision’s support team for any hardware-related issues. Reseller shall communicate to GlobalVision the contact information of such personnel within ninety (90) days from the Effective Date of this Agreement. Reseller may change the aforementioned personnel upon reasonable written notice to GlobalVision.

1. 1. . In the event that Reseller requests GlobalVision to provide any Professional Services to Reseller Clients, GlobalVision and Reseller Clients shall enter into a separate professional services agreement or statement of work. Notwithstanding the foregoing, GlobalVision shall be under no obligation to provide the aforementioned services to Reseller Clients.
   1. . Reseller’s certified personnel shall have the right to provide Professional Services to Reseller Clients and shall retain one hundred percent (100%) of the revenues derived from such services. In the event that GlobalVision provides Professional Services to Reseller Clients, GlobalVision shall retain one hundred percent (100%) of the revenues derived from such services. 
2. 1. . Subject to the express rights and license granted to Reseller under this Agreement, GlobalVision and its respective licensors are and shall remain the sole and exclusive owners of all rights, title, and interest in and to the Software, Cloud Services, Documentation, GlobalVision Marks, and Third Party Materials, including, without limitation, all Intellectual Property Rights embodied therein. Reseller acknowledges and agrees that it has no right, license or authorization with respect to any of the Software, Cloud Services, Documentation and Third Party Materials except as expressly set forth in this Agreement, and does not acquire any title, Intellectual Property Rights, or ownership interest in the aforementioned, or any other rights thereto.
   1. . GlobalVision is and shall remain the sole and exclusive owner of, and shall retain all of its rights, title, and interest in, all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software and Cloud Services, all future Updates, and all other improvements, developments, revisions, hotfixes, modifications, enhancements, additions, signature sets, and policy and database updates in, of, or to the Software and Cloud Services, all derivative works based upon any of the foregoing, and all copies of the foregoing, including, without limitation, all Intellectual Property Rights embodied therein.
   1. . GlobalVision shall retain all rights, title and interest in and to all Deliverables and any other intellectual property created, developed or conceived as a result of any Professional Services performed under this Agreement. For the avoidance of doubt, GlobalVision shall retain all rights, title and interest in and to any of GlobalVision’s documentation provided to Reseller or Reseller Clients in connection with the provision of any Professional Services.
   1. . The Parties agree that a Party’s use of the other Party’s Marks in connection with this Agreement will not create any right, title, or interest in or to the Marks in favor of such Party and all goodwill associated with the use of the Marks will inure to the benefit of Party who owns the Marks.
   1. . Reseller shall use commercially reasonable efforts to safeguard the Products, Cloud Services and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse and unauthorized access. Reseller shall promptly notify GlobalVision of any actual, threatened or suspected infringement of GlobalVision’s Intellectual Property Rights and take any reasonable action at its expense as GlobalVision may direct in relation to such infringement. Reseller shall compensate GlobalVision for any use by Reseller of GlobalVision’s Intellectual Property Rights that is not in accordance with the terms of this Agreement, subject to all of GlobalVision’s other rights and remedies under this Agreement.

1. . Notwithstanding any other provision in this Agreement, if Reseller provides any ideas, suggestions or recommendations to GlobalVision regarding any of GlobalVision’s proprietary software or related services (“Feedback“), GlobalVision shall then be free to use and incorporate such Feedback in GlobalVision’s products and services and shall remain the sole and absolute owner of any revisions, updates, upgrades, versions, modifications, enhancements and/or developments made to its products and services based on the Feedback, without payment of royalties of any kind or other consideration to Reseller.
   1. . Reseller shall not:

1. . Nothing in this Agreement is intended to waive any rights in either Party’s intellectual property. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise to Reseller any Intellectual Property Rights or other right, title or interest in or to any of the Software, Cloud Services or Documentation.

1. 1. . The Parties agree that the terms and conditions of this Agreement, the content of all discussions, reports, documents, or any other information exchanged in the context of their relationship herein is considered Confidential Information. Each Party agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.
   1. . The Receiving Party agrees that it will:

1. . Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:

1. . Confidential Information shall not be reproduced in any form without the Disclosing Party’s written consent, except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party.
   1. . If the Receiving Party or any of its Representatives is compelled by Applicable Laws to disclose any Confidential Information, then, to the extent permitted by Applicable Laws, the Receiving Party shall: (a) promptly, before such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek an injunction, protective order or other remedy or waive its rights; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking an injunction, protective order or other limitations on disclosure. If the Receiving Party remains required by Applicable Laws to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable court or other competent authority that such Confidential Information will be afforded confidential treatment.
   1. . Each Party’s rights and obligations under this Section shall survive for a period of five (5) years from the date of expiration or termination of this Agreement. Notwithstanding the foregoing, the Receiving Party’s obligations under this Agreement with respect to any Confidential Information that constitutes a trade secret under any Applicable Laws will continue until the time, if ever, that such Confidential Information ceases to qualify for trade secret protection under such Applicable Laws, other than as a result of any act or omission of the Receiving Party or any of its Representatives.
2. 1. . Each Party represents, warrants and covenants that:

1. . GlobalVision’s hardware products are subject to a one (1) year limited warranty. The terms and conditions of the hardware warranty and Hardware Support Services offered by GlobalVision, as amended from time to time, may be consulted at: https://globalvision.co/hardware-warranty/.
   1. . EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE PRODUCTS, CLOUD SERVICES, DOCUMENTATION, DELIVERABLES, AND SERVICES ARE PROVIDED TO RESELLER “AS IS”. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GLOBALVISION, ON ITS OWN BEHALF AND ON BEHALF OF ITS RESPECTIVE LICENSORS AND SERVICE PROVIDERS: (I) EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE; AND (II) PROVIDES NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE PRODUCTS, CLOUD SERVICES, DOCUMENTATION, DELIVERABLES AND SERVICES WILL: (A) MEET RESELLER’S OR RESELLER CLIENTS’ REQUIREMENTS; (B) ACHIEVE ANY INTENDED RESULTS; (C) BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, APPLICATIONS, HARDWARE, SYSTEMS OR NETWORK) THAT ARE NOT EXPRESSLY SET FORTH IN THE DOCUMENTATION; (D) OPERATE WITHOUT INTERRUPTION; (E) MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; OR (F) BE SECURE, ACCURATE, COMPLETE OR BE FREE FROM ERRORS, DEFECTS OR MALWARE.
2. 1. .The term of this Agreement shall commence as of the Effective Date and will remain in full force and effect for a period of one (1) year (“Initial Term”), unless the Agreement is terminated earlier in accordance with the terms herein. The Initial Term will renew automatically for additional successive periods of one (1) year (each a “Renewal Term”), unless terminated earlier in accordance with the terms herein or either Party gives the other Party written notice of non-renewal at least thirty (30) days before the expiration of the then-current term. The Initial Term and any Renewal Term shall collectively be referred to as the “Term”.
   1. . GlobalVision may terminate this Agreement, effective immediately upon written notice to Reseller, if:

1. . Reseller may terminate this Agreement, effective immediately upon written notice to GlobalVision, if:

1. . Either Party may terminate this Agreement, without cause, upon prior written notice of thirty (30) days to the other Party.
   1. . Upon the expiration or termination of this Agreement:
2. ; and

1. . A Party will, upon the written request of the other Party: (i) return all data and Confidential Information to the other Party, or (ii) irretrievably destroy such data and Confidential Information of the other Party and provide to the other Party a written certification attesting to such destruction. In the event a Party has physically or logically stored or processed the other Party’s data and/or Confidential Information with its own or a Third Party’s information, such that the data and/or Confidential Information of the other Party cannot reasonably be separated for return or destruction, such commingled data and/or Confidential Information will be protected under the terms of this Agreement until it is destroyed in the ordinary course of business.

1. . The provisions set forth in the following Sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement, including: Section 1 (Definitions), Section 3.3 (Restrictions), Section 9 (Fees and Payment Term), Section 13 (Intellectual Property), Section 14 (Confidentiality), Section 15.3 (Disclaimer), Section 16 (Term and Termination), Section 17 (Indemnification), Section 18 (Third Party Intellectual Property Claims), Section 19 (Limitation of Liability) and Section 24 (General).
2. 1. . Reseller shall indemnify, hold harmless and defend GlobalVision, its respective Representatives, successors and permitted assigns (each an “Indemnified Party”) from and against any and all Third Party claims, demands, suits, actions and proceedings (“Claims”) and shall assume any damages, losses, liabilities, judgments, verdicts, court orders or settlements, including costs, expenses and reasonable attorney fees arising from or relating to (a) Reseller’s or its Representatives’ material breach of any provision of this Agreement; (b) any act or omission constituting gross negligence or willful misconduct by Reseller or its Representatives in connection with this Agreement; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by Reseller’s or its Representatives’ gross negligence or willful misconduct; (d) Reseller’s or its Representatives’ failure to comply with any Applicable Laws in the performance of its obligations under this Agreement; or (e) Reseller’s breach of its agreement with a Third Party as a result of or in connection with entering into, performing under or terminating this Agreement.
   1. . The Indemnified Party will provide Reseller with: (i) prompt written notice of any Claim; (ii) control over the defense or settlement of any such Claim (at Reseller’s own expense and with its own counsel), provided that Reseller may not settle such Claim or admit liability on the part of the Indemnified Party without the Indemnified Party’s prior written consent, which consent must not be unreasonably withheld, and provided that the Indemnified Party shall have the right to participate in such defense at the Indemnified Party’s own expense and with its own counsel; and (iii) assistance, at Reseller’s request, to the extent reasonably necessary for the defense of any such Claim. Any delay or failure of the Indemnified Party to provide notice of a Claim will not be deemed a breach by the Indemnified Party of this Agreement and will not relieve Reseller of its obligations under this Section 17 except to the extent that Reseller’s defense of the Claim is materially prejudiced thereby.

1. 1. . In the event of a Third Party claim or action filed against Reseller alleging that the use of the Software and/or Cloud Services, in accordance with the terms and conditions of this Agreement, constitutes an infringement or misappropriation of such Third Party’s Intellectual Property Rights (“Third Party IP Claim”), GlobalVision shall indemnify, defend, and hold harmless Reseller from and against such Third Party IP Claim and shall assume any damages finally awarded against Reseller (or the amount of any settlement GlobalVision enters into) with respect to such claim.
   1. . Reseller will provide GlobalVision with: (i) prompt written notice of any Third Party IP Claim; (ii) control over the defense or settlement of any such Third Party IP Claim (at GlobalVision’s own expense and with its own counsel), provided that GlobalVision may not settle such claim or admit liability on the part of Reseller without Reseller’s prior written consent, which consent must not be unreasonably withheld, and provided that Reseller shall have the right to participate in such defense at Reseller’s own expense and with its own counsel; and (iii) assistance, at GlobalVision’s request, to the extent reasonably necessary for the defense of any such Third Party IP Claim. Any delay or failure of Reseller to provide notice of a Third Party IP Claim will not be deemed a breach by Reseller of this Agreement and will not relieve GlobalVision of its obligations under this Section 18 except to the extent that GlobalVision’s defense of the Third Party IP Claim is materially prejudiced thereby.
   1. . GlobalVision will have no obligation to indemnify and defend Reseller for any Third Party IP Claims to the extent the infringement or misappropriation resulted from: (a) access to, or use of, the Software or Cloud Services in combination with any technology (including any software, hardware, firmware, system or network) or service not provided by or on behalf of GlobalVision or authorized in writing by GlobalVision; (b) Reseller or Reseller Clients’ alteration or modification of the Software, Cloud Services and/or the Documentation without GlobalVision’s written approval; (c) negligence, abuse, misapplication or misuse of the Software and/or Cloud Services by or on behalf of Reseller, Reseller Clients or a Third Party; (d) use of the Software, Cloud Services and/or Documentation by or on behalf of Reseller or Reseller Clients that is outside the purpose, scope or manner of use authorized by this Agreement or the Software Agreement or in any manner contrary to GlobalVision’s written instructions; (e) the provision of information or materials by or on behalf of Reseller, Reseller Clients or any Third Party; or (f) Reseller or Reseller Clients’ willful infringement of Intellectual Property Rights.
   1. . If any Third Party IP Claim is brought against Reseller, GlobalVision shall use commercially reasonable efforts, in its sole discretion and without further obligation to Reseller, to either: (i) replace or modify the infringing Software and/or Cloud Services, in whole or in part, so that it becomes non-infringing without any material loss in its functionality; or (ii) if the remedy set forth in Section 18.4(i) is not reasonably available to GlobalVision, Reseller may terminate this Agreement, in its entirety or with respect to the infringing part or feature of the Software and/or Cloud Services, effective immediately upon written notice to GlobalVision.
   1. . Reseller will indemnify, defend, and hold harmless GlobalVision from and against any intellectual property infringement or misappropriation claim or action, and shall assume any liabilities, damages, settlements, awards, costs or expenses (including reasonable attorney fees), arising from the use of the Software, Cloud Services and/or Documentation that is in violation of the terms and conditions of this Agreement or the Software Agreement.
   1. . THIS SECTION SETS FORTH GLOBALVISION’S SOLE, EXCLUSIVE, AND ENTIRE LIABILITY AND OBLIGATION TO RESELLER, AND SETS FORTH RESELLER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INFRINGES OR MISAPPROPRIATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
2. 1. . TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL GLOBALVISION OR ANY OF ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO RESELLER, RESELLER CLIENTS OR ANY OTHER THIRD PARTY IN ANY AMOUNT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY: (I) INTERRUPTION, ERROR, DEFECT, HARMFUL CODE, MALWARE, DELAY OR INABILITY TO USE A PRODUCT OR THE CLOUD SERVICES; (II) LOSS OF SERVICES, BUSINESS, REPUTATION OR GOODWILL; (III) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; (IV) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN; (V) FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION; (VI) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (VII) INCOMPATIBILITY WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE; (VIII) BREACHES OF DATA OR SYSTEM SECURITY; (IX) INABILITY TO ACHIEVE ANY INTENDED RESULT; OR (X) INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, OR A FAILURE TO REALIZE EXPECTED SAVINGS), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT GLOBALVISION OR ANY OF ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS HAVE BEEN ADVISED OF OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
   1. . IN NO EVENT WILL THE MAXIMUM, AGGREGATE LIABILITY OF GLOBALVISION, INCLUDING ANY OF ITS RESPECTIVE LICENSORS AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER DIRECT OR INDIRECT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO GLOBALVISION BY RESELLER UNDER THIS AGREEMENT FOR THE PRODUCT, CLOUD SERVICES OR SERVICE THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OUT OF WHICH THE LIABILITY AROSE.
   1.  
3. 1. . To ensure compliance with the terms of this Agreement, GlobalVision shall have the right, at its own expense, to conduct an inspection and/or audit of all of Reseller’s relevant accounting, sales books and records, provided GlobalVision gives ten (10) days prior written notice to Reseller of such inspection and/or audit. Any such inspection and/or audit shall be conducted during regular business hours at Reseller’s offices and in such a manner as not to interfere with Reseller’s normal business activities. If such inspection and/or audit should disclose any under-reporting, Reseller shall promptly pay GlobalVision such past due amounts, together with the costs associated to the inspection and/or audit and interest at the rate of one and a half percent (1.5%) per month, calculated from the date at which such amount would have otherwise been due to GlobalVision by Reseller.
4. 1. . During the Term, Reseller shall, at its own expense, maintain and carry in full force and effect, the types of insurance customary and appropriate for this Agreement, in the amount necessary to cover its obligations and responsibilities under this Agreement or required by Applicable Laws. Upon GlobalVision’s written request, Reseller shall provide GlobalVision with a certificate of insurance from Reseller’s insurer evidencing its insurance coverage. The certificate of insurance shall name GlobalVision as an additional insured. Reseller shall provide GlobalVision with a reasonable advance notice in the event of a cancellation or material change in its insurance policy. Except where prohibited by Applicable Laws, Reseller shall require its insurer to waive all rights of subrogation against GlobalVision and its insurers.
5. 1. . During the Term of this Agreement and for a period of one (1) year thereafter, Reseller shall not, on its own behalf or on behalf of any Person, directly or indirectly:
6. .

• . Unless otherwise agreed by the Parties in writing:

All shipments will be made to Reseller using GlobalVision’s standard methods for packaging and shipping. Title to and risk of loss of the hardware products shall pass from GlobalVision to Reseller once the hardware products are delivered to Reseller in accordance with the terms of this Agreement.

• . As of the Effective Date of this Agreement, Reseller shall provide GlobalVision with its preferred courier, courier account number and any other information reasonably requested by GlobalVision.
  • . Upon placing an order in accordance with Section 8.6 of the Agreement, Reseller shall request any documentation required for the importation of the Products and/or Deliverables, such as but not limited to a BIS Certification, Conformity Certificate, and CE Certification. GlobalVision shall not be responsible for any delay in the shipment of the Products and/or Deliverables which may be due to Reseller’s failure to comply with this Section.  
• • . Reseller may not set-off, recoup, counterclaim, deduct, debit or withhold any amounts due under this Agreement for any reason (other than any deduction or withholding tax as may be required under Applicable Laws).
  • . GlobalVision has not taken and will not take any direct or indirect action that would result in a violation of any applicable anti-corruption laws, including making, offering, promising, authorizing or receiving any bribe, facilitation or other payment, gift, entertainment, rebate or any other thing of value to or from: (i) any government official, government employee or government entity; (ii) any political party, party official, or candidate for public office; (iii) any public international organization; or (iv) any private commercial entity or individual, that is intended to induce that entity or person to act or fail to act in order to obtain or retain business or otherwise gain an improper business advantage. GlobalVision is not and has not been under administrative, civil or criminal investigation or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of any applicable anti-corruption laws.
  • The Parties agree to comply with all applicable export laws and regulations to ensure that the Products, Cloud Services, Documentation and Deliverables are not exported directly or indirectly in violation of such laws. The Parties shall not export the Products, Cloud Services, Documentation and Deliverables to any individual, entity or country prohibited by such laws.
  • . GlobalVision, at its sole discretion, may discontinue or modify the Products, Software and/or Cloud Services, including their associated specifications from time to time.
  • . Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement (except for payment obligations), when and to the extent such failure or delay of performance is caused by or results from circumstances beyond its reasonable control, including without limitation: acts of God; pandemics; flood, fire, earthquake, tsunami or explosion; electrical, internet or telecommunication outage that is not caused by the obligated Party; acts of war, terrorism, hostility, sabotage, invasion, riot or other civil unrest; government restrictions (including cancellation of export licenses), actions, embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the obligated Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. The other Party shall be entitled to terminate this Agreement upon at least thirty (30) days’ prior written notice to the obligated Party, if the obligated Party’s failure or delay in fulfilling or performing its obligations under this Agreement due to a Force Majeure Event continues for thirty (30) days or longer.
  • . This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Reseller shall have no right or power or authority to act in any way in the name of GlobalVision. Each Party assumes responsibility for the actions of their personnel under this Agreement and will be solely responsible for their supervision, daily direction and control, employment conditions and benefits, and the manner and means through which the work under this Agreement will be accomplished. Except as provided otherwise in this Agreement, Reseller has the sole discretion to determine Reseller’s methods of operation and its accounting and personnel practices. The relationship hereby created between the Parties is solely that of supplier and reseller.
  • . This Agreement and any claims arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without reference to its conflict of law principles. The United Nations Convention of Contracts for the International Sale of Goods is specifically excluded from and will not apply to this Agreement. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.
  • . All disputes arising out of this Agreement and all transactions under it that cannot be resolved amicably shall be referred to final, non-appealable arbitration in front of a single arbitrator appointed by mutual consent of the Parties. If the Parties are unable to mutually agree on the selection of an arbitrator within thirty (30) days of the initiation of a dispute by one of them, the arbitration proceeding shall be governed by the Rules of the Canadian Commercial Arbitration Center. The Parties shall conduct the arbitration proceedings in English. The arbitration proceedings shall take place in Montreal, Quebec, Canada. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
  • . Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Agreement may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party may be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.
  • . All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available under Applicable Laws or in equity. Notwithstanding the previous sentence, the Parties intend that Reseller’s rights under Section 18 are Reseller’s exclusive remedies for the events specified therein.
  • . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand, sent by courier or sent by registered mail to the respective offices of the Parties at the addresses set forth above (or to such other address that the Parties may from time to time designate in writing), with written confirmation of receipt; or (ii) on the date sent by facsimile or e-mail, with confirmation of transmission, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
  • . Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this Agreement is null and void. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  • . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions herein shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
  • . If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable by a competent authority in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, and that term or provision will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.

• . Each Party acknowledges and agrees that this Agreement: (i) resulted from an “arms’ length” negotiation, and (ii) will not be construed in favor of or against a Party by reason of the identity of the drafter or the extent to which any Party or its advisors participated in its preparation. Section headings, and cross-document section references within and among the Agreement, are provided for convenience only and are not to be used to definitively construe or interpret this Agreement.For the purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; and (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa.
  • . This Agreement, including and together with all schedules, exhibits, attachments and appendices attached hereto, and all other agreements, terms and conditions and/or policies that are incorporated by reference herein, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, arrangements, representations, conditions and warranties, both written and oral, regarding such subject matter. For the avoidance of doubt, in the event that GlobalVision and Reseller have previously entered into a Reseller Agreement, this Agreement shall override such previous agreement, and the Parties agree that such previous agreement will be immediately terminated upon the last date of signature of this Agreement. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document issued by Reseller or Reseller Clients to GlobalVision. The following order of precedence shall be applied in the event of conflict or inconsistency between the provisions of the components of this Agreement: (i) the Agreement; (ii) any schedule, exhibit, attachment and appendices; and (iii) the other agreements, terms and conditions and/or policies incorporated by reference.
  • . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  • . It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.