COVERTAGENT, LLC – WHITE LABEL AGREEMENT
This White Label Reseller Agreement ("Agreement") is between you (both the individual
reselling the Products and, if applicable, the company on behalf of which you are
entering into this Agreement) ("Reseller") and XXX, LLC, An Idaho
corporation ("Licensor"), with its principal office located at XXX
IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THE TERMS
AND CONDITIONS OF THIS AGREEMENT. BY SIGNING BELOW, YOU AGREE TO
BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU
DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT
OR IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT, DO NOT SIGN, AND YOU WILL NOT HAVE THE RIGHT OR
AUTHORIZATION TO USE, ACCESS OR RESELL THE PRODUCTS. This Agreement
will effectively bind The Reseller upon registering with us.
1. APPOINTMENT; LICENSE: White Labelling
a. Appointment. Subject to the terms and conditions set forth herein, Licensor
hereby appoints Reseller as Licensor’s independent, authorized, non-exclusive
white label reseller of the Licensor’s real estate website design, platform, and crm
business (“the Products”) in the Territory during the Term, and Reseller hereby
accepts such appointment.
b. License Grant. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Reseller a non-transferable, nonexclusive, non-sublicensable
license that may be solely exercised within the Territory: (i) to distribute directly to
End Users in the Territory the Products ordered pursuant to use in accordance
with the terms and conditions of the End User Agreement; and (ii) to use, install
and operate the Licensed Reseller portal for the sole purpose of: (a) testing and
evaluation of the Licensed Software; (b) training Reseller’s personnel in the
marketing and sale of the Reseller’s online Portal Account; and (c) demonstrating
and promoting the Reseller Portal to potential End Users. Licensor reserves the
right, from time to time and in its sole discretion, inside or outside the Territory, to
increase or decrease the number of authorized white label resellers of the
Products and to distribute Products using its own personnel or independent sales
representatives or via any other distribution channel.
c. Restrictions on Use: Reseller shall not, and shall ensure that other third parties
shall not (i) modify, adapt, alter, translate, copy, perform and display (publicly or
otherwise) or create derivative works based on the Licensed Software; (ii) merge
or bundle the Licensed Software with other software; (iii) sublicense, lease, rent,
or loan the Licensed Software; (iv) except as expressly permitted under Section
2(b), transfer the Licensed Software to any third party; (v) provide the use of the
Licensed Software in any service bureau, rental or timesharing arrangement; (vi)
reverse engineer, decompile, disassemble, or otherwise attempt to derive the
source code for the Licensed Software (except as expressly permitted pursuant.
2. RESTRICTIONS ON DISTRIBUTION.
a. Territory: Reseller acknowledges that Reseller is not granted any rights under
this Agreement to distribute the Products outside the Territory. Reseller will
not promote, market, or advertise the Products outside the Territory, or
license, distribute or deliver the Products to any party (including End Users)
located outside the Territory, without obtaining prior written consent from
Licensor. If Reseller receives from any party located outside the Territory an
order to license the Products, Reseller will not accept such order and will
promptly refer such order to Licensor.
b. Agents: Reseller shall not distribute the Products or any portion thereof to any
party, including any dealers, agents, representatives, sub-distributors, original
equipment manufacturers, value added resellers, systems integrators or other
third parties, other than End Users, and shall not authorize or appoint any
dealers, agents, representatives, sub-distributors, original equipment
manufacturers, value added resellers, systems integrators or other third
parties to distribute or sublicense the Products without the permission of
Licenser.
3. TRADEMARK
a. Trademark License: Trademark license subject to the terms and conditions of
this Agreement, Licensor hereby grants to Reseller a non-exclusive,
nontransferable, revocable license, without the right to sublicense, only in the
Territory, to use, display and reproduce the trademarks, service marks, or
trade names owned by Licensor and placed on the applicable Products or
otherwise used in connection with the applicable Products by Licensor as
specifically set forth at the website, solely in connection with marketing,
advertising, promotion, and distribution of the Products during the Term of this
Agreement. Reseller’s use will be in accordance with Licensor’s guidelines
and policies regarding advertising and trademark usage as established from
time to time, including, without limitation, those guidelines and policies set
forth at the website. All rights of Licensor in and to such Licensor Trademarks
not expressly granted under this Section 2(a) are reserved by Licensor.
Reseller agrees that all use of the Licensor Trademarks, and all goodwill
arising out of such use, shall inure to the sole benefit of Licensor. Licensor will
have the right to monitor Reseller’s use of the Licensor Trademarks. From
time to time and upon Licensor’s request, Reseller shall promptly submit to
Licensor samples of all materials bearing the Licensor Trademarks, including,
without limitation, any advertising, webpages, packaging or other materials. In
the event of any improper use of the Licensor Trademarks, Licensor shall
have the right to deliver written notice describing the improper use to
Reseller, and Reseller shall immediately remedy such improper use. If
Reseller fails to immediately remedy such improper use, Licensor shall have
the right to terminate the trademark license contained in this Section 2(a) by
providing written notice of such termination to Reseller.
b. Restrictions on Use: Except as permitted in this Agreement, Reseller agrees
that it will not adopt or use as part or all of any corporate name, trade name,
trademark, service mark, certification mark, any of the Licensor Trademarks
or other marks or any other designation confusingly similar to any Licensor
Trademarks. Reseller agrees that it will comply with all applicable laws and
regulations pertaining to the proper use and designation of the Licensor
Trademarks in a particular country. Reseller shall not make any use of the
Licensor Trademarks which will tarnish, blur, or dilute the quality associated
with the Licensor Trademarks or the associated goodwill. Reseller will not
register any of the Licensor Trademarks or any word or combination of words
containing "CovertAgent" or any confusingly similar designation anywhere in
the world.
c. Notice of Infringement: Reseller agrees to notify Licensor of any unauthorized
use of (i) any of the Licensor Trademarks or (ii) other trademarks or service
marks by third parties based on any of the Licensor Trademarks or that are
confusingly similar to any of the Licensor Trademarks. Licensor will have the
sole right and discretion to bring, prosecute and settle infringement, unfair
competition, and similar proceedings based on the Licensor Trademarks.
4. SUPPORT OBLIGATIONS; MARKETING
a. End User Support by Reseller: Reseller shall provide support to End Users on
terms at least as favorable as the terms under which Reseller provides
support to end users for any comparable Reseller product.
b. End User Support by Licensor: Licensee is responsible for to provide all
support to end user. Licensor shall provide electronic support to Licensee or
any successor web site thereto.
c. Reseller Support: Subject to the terms and conditions governing such support
website then in effect, Licensor shall provide electronic support to Reseller on
a need basis.
d. Marketing: Reseller shall use commercially reasonable efforts to successfully
market, promote and solicit orders for the Products on a continuing basis, and
shall bear all costs incurred by Reseller in the marketing, promotion and
distribution of the Products. In marketing and distributing the Products,
Reseller shall: (i) conduct business in a manner that reflects favorably at all
times on the Products and the good name, goodwill and reputation of
Licensor; (ii) avoid deceptive, misleading or unethical practices that are or
might be detrimental to Licensor, the Products or the public, including, without
limitation, disparagement of Licensor or the Products; (iii) not publish or use
any misleading or deceptive advertising material; and (iv) make no
representations with respect to the Products that are inconsistent with the
literature distributed by Licensor, including, without limitation, any warranties
and disclaimers contained in such literature. Reseller shall include in all
advertising all applicable copyright, trademark and other proprietary or
restrictive rights notices as they appear on or in the Products.
5. ORDERS, PAYMENT AND SHIPMENT:
a. Orders and Payment: Reseller shall order unlimited Products with his/her
Territory and pay Licensor a per Products license fee and per Products
monthly fee for each Products in accordance with the procedures, pricing
information and other terms and conditions located at
https://covertagent.com/pricing, which procedures, pricing information and
terms and conditions are incorporated herein. [kindly clarify]
b. Right to Change Terms. Licensor, in its sole discretion, has the right to add,
delete, modify and otherwise make changes to the Licensed Software offered
under this Agreement, to change the per Products license fee described in
Section 4(a) above, to change the definition of "Territory" and to make other
changes to this Agreement(collectively, "Changes") effective immediately
upon posting of such change on Licensor’s Reseller website. For avoidance
of doubt, any such Changes shall be effective for all orders submitted by
Reseller after the date of posting of such Changes. Upon posting of any such
Change, Reseller may, it its sole discretion, elect to terminate this Agreement
by providing at least ten (10) days prior written notice to Licensor (provided
that such notice is received by Licensor within thirty (30) after such Change is
posted), provided that Reseller has not placed an order after the posting of
such Change and provided further that any such termination shall not affect
any orders placed by Reseller prior to the effective date of such termination.
Reseller’s placement of any order after the posting of any Change or
Reseller’s failure to terminate this Agreement within thirty (30) days after such
Change is posted shall constitute and be deemed Reseller’s acceptance of
such Change. RESELLER IS ADVISDED TO REVIEW LICENSOR’S
RESELLER WEBSITE AT LEAST EVERY THIRTY (30) DAYS AND PRIOR
TO PLACING ANY ORDERS TO DETERMINE WHETHER ANY CHANGES
HAVE BEEN POSTED.
c. Tax: Reseller will provide a resale certificate or other certificate, document, or
other evidence of exemption for payment or withholding of use or sales taxes,
tariffs, duties or assessments as requested by Licensor in order to exempt the
distribution or licensing of Products from any such liability. Reseller shall pay,
and shall indemnify and hold Licensor harmless from and against, all taxes,
duties and levies directly imposed by all foreign, federal, state, local or other
taxing authorities (including, without limitation, export, sales, use, excise, and
valued-added taxes) based on the transactions or payments under this
Agreement, other than taxes imposed or based on Licensor’s net income. In
the event that Reseller fails to provide evidence of its exemption for payment
of use or sales taxes, tariffs, duties or assessments for the purchase of the
Products to Licensor’s satisfaction, Licensor may require that Reseller pay the
applicable sales tax for the purchase of the Products.
6. WARRANTY; DISCLAIMER
a. Warranty to End Users: Any warranties regarding the Licensed Software are
made to End Users only, pursuant to the terms and conditions of the End
User License, and no warranty is extended to Reseller.
b. No Warranty on Behalf of Licensor. Reseller shall not make any
representation or warranty, express or implied, binding or purporting to bind
Licensor in connection with the Products and/or the Licensed Software,
including but not limited to any representations or warranties relating to the
performance, condition, title, noninfringement, merchantability, fitness for a
particular purpose, system integration, or data accuracy of any of the
foregoing.
c. DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY,
MADE DIRECTLY TO END USERS PURSUANT TO THE END USER
LICENSE, LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY
PRODUCTS, LICENSE OR SERVICE, INCLUDING WITHOUT LIMITATION,
THE LICENSOR ITEMS AND THE LICENSOR TRADEMARKS, AND
HEREBY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A
COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF
TRADE. LICENSOR DOES NOT WARRANT THAT THE LICENSOR ITEMS
SHALL MEET ANY END USER REQUIREMENTS OR THAT THE
OPERATION OF THE LICENSED SOFTWARE SHALL BE
UNINTERRUPTED OR ERROR-FREE. RESELLER IS NOT AUTHORIZED
TO MAKE ANY OTHER WARRANTY OR REPRESENTATION
CONCERNING THE PERFORMANCE OF THE LICENSED SOFTWARE
OTHER THAN AS PROVIDED, IF AT ALL, IN THE END USER LICENSE.
RESELLER SHALL MAKE NO OTHER WARRANTY, EXPRESS OR
IMPLIED, ON BEHALF OF LICENSOR. NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT, IN NO EVENT SHALL LICENSOR’S AGGREGATE
LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION
WITH THIS AGREEMENT EXCEED THE TOTAL MONIES PAID BY
RESELLER TO LICENSOR UNDER THIS AGREEMENT DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
ON WHICH SUCH LIABILITY ARISES.
d. DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT
OR OTHERWISE, LICENSOR SHALL IN NO EVENT BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR
EQUITABLE THEORY FOR: (i) ANY INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND
WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF
SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS OR LOST
DATA; OR (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
TECHNOLOGY OR SERVICES.
7. TERM AND TERMINATION:
a. Term: This Agreement shall commence on the date that Reseller agrees to
this Agreement ("Effective Date") and will remain in full force and effect for an
initial term of one (1) year ("Term"), unless earlier terminated pursuant to the
terms of this Agreement. The Term shall automatically renew for successive
one (1) year renewal terms ("Renewal Term") unless either party notifies the
other in writing of its intention not to renew the Term at least thirty (30) days
prior to the expiration of the then-current Term or Renewal Term.
b. Termination for Cause: Either party may terminate this Agreement, effective
immediately upon written notice to the other party if: (i) the other party
materially breaches any term of this Agreement and fails to cure such breach,
which is a curable breach, within thirty (30) days after receipt of the non-
breaching party’s written notice of such breach; (ii) the other party materially
breaches any term of this Agreement which is not capable of cure; (iii) the
other party dissolves, becomes insolvent or makes a general assignment for
the benefit of its creditors; (iv) a voluntary or involuntary petition or proceeding
is commenced by or against the other party under federal, state or foreign
bankruptcy laws; or (v) the other party becomes insolvent, is unable to pay its
debts as they become due or ceases to conduct business in the normal
course. Termination of this Agreement under this Section 6(b) will be without
prejudice to any other remedy which may be available to a party under
applicable law.
c. Termination Without Cause: Either party may terminate this Agreement
without cause upon thirty (30) days written notice to the other party.
d. Rights Upon Termination; Survival. Upon any termination or expiration of this
Agreement: (i) Reseller shall cease to be an authorized reseller of Products
and all rights and licenses granted to Reseller hereunder shall cease; (ii)
Reseller shall immediately, except as specified in (a) cease all use and
distribution of the Products; (b) discontinue any use of the Licensor
Trademarks; (c) cease to promote, solicit or procure orders for the Products;
and (d) return the Confidential Information and all related materials and
copies thereof to Licensor; (iii) the due date of all monies due Licensor shall
automatically be accelerated so that such payments shall become due and
payable on the effective date of termination, even if longer terms had been
provided previously. In addition to the foregoing, Reseller agrees that it shall
not, following termination of this Agreement, act in any way to damage the
reputation or goodwill of Licensor or any Products. Except as otherwise
expressly provided herein, upon any termination of this Agreement, Reseller
shall not be entitled to, and to the fullest extent permitted by law waives, any
statutorily prescribed or other compensation, reimbursement or damages for
loss of goodwill, clientele, prospective profits, investments or anticipated
sales, commitments or business opportunities of any kind.
8. RESELLER INDEMNIFICATION:
Reseller shall defend, indemnify and hold Licensor, its officers, directors, agents
and employees harmless against any and all claims, suits, proceedings,
damages, judgments and expenses (including reasonable attorneys’ fees) or
settlement thereof in connection with or arising from any third party claim based
upon: (a) Reseller’s use or distribution of the Products not in strict accordance
with this Agreement; (b) any warranties or representations made by Reseller or
Reseller’s agents which differ from those provided by Licensor; or (c) injuries or
damage to persons or property caused or claimed to have been caused by the
negligent acts, errors or omissions of Reseller or Reseller’s agents while in the
course of performing under this Agreement. Licensor may, at its option, join in
the defense or settlement of any such claim with counsel of its choice, at its own
expense.
9. CONFIDENTIALITY:
Reseller shall protect the Confidential Information from unauthorized
dissemination and shall use the same degree of care that Reseller uses to
protect its own like information, but in no event less than a reasonable degree of
care. Reseller shall not disclose to third parties the Confidential Information
without the prior written consent of Licensor. Reseller shall use the Confidential
Information only for purposes of performing its obligations or exercising its rights
under this Agreement. Notwithstanding the foregoing, Reseller may use or
disclose the Confidential Information to the extent Reseller is legally compelled to
do so, provided, however, prior to any such compelled disclosure, Reseller
notifies Licensor and fully cooperates with Licensor in protecting against any
such disclosure and/or obtaining a protective order narrowing the scope of such
disclosure and/or use of the Confidential Information. Reseller agrees that any
breach of this Section 10 would cause irreparable harm to Licensor for which
monetary damages would not be adequate and, therefore, Reseller agrees that,
in the event of a breach of this Section 10, Licensor shall be entitled to equitable
relief in addition to any remedies it may have hereunder or at law.
10. COMPLIANCE WITH LAWS:
Reseller will comply with all applicable international, national, regional, and local
laws and regulations with regard to its marketing, sales, distribution and other
activities under this Agreement, including any applicable import and export laws
and regulations in the Territory, and Foreign Corrupt Practices Act, which
prevents unlawful payments to third parties. Reseller will obtain, at its own
expense, all necessary permits, licenses, registrations, and approvals needed in
connection with the importation, marketing, sale, and distribution of the Products
into and within the Territory. Reseller agrees that it will not export or re-export the
Products in any form in violation of the export or import laws of the Pakistan or
any foreign jurisdiction. Reseller will defend, indemnify, and hold harmless
Licensor from and against any violation of such laws or regulations by Reseller or
any of its agents, officers, directors, or employees.
11. NOTICE:
Any notice required or permitted to be given under this Agreement if delivered (i)
by hand and shall be effective on the date of delivery, (ii) by registered or
certified mail, postage prepaid, return receipt requested and shall be effective
three (3) business days after posting, (iii) by overnight courier with proof of
delivery and shall be effective one (1) business day after dispatch, (iv) by email
with confirming letter mailed under the conditions described in (ii) or (iii) above,
and shall be effective on the date of transmission, or (v) by fax with confirming
letter mailed under the conditions described in (ii) or (iii) above, and shall be
effective on the date of transmission. All notices sent to Licensor must be given
at the address, fax number and/or email of Licensor given in the first paragraph
of this Agreement. All notices sent to Reseller must be given at the address, fax
number and/or email of Reseller provided by Reseller at the time of entering into
this Agreement, as updated from time to time by Reseller.
12. ASSIGNMENT:
This Agreement may not be assigned, in whole or in part, by Reseller without the
prior written consent of Licensor. Licensor shall have the right to assign or
otherwise transfer this Agreement or any of its rights or obligations hereunder.
Any purported assignment, sale, transfer, delegation or other disposition by
Reseller, except as permitted herein, shall be null and void. This Agreement shall
be binding upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns.
13. FORCE MAJEURE:
Any delay in the performance of any duties or obligations of either party (except
the payment of money) will not be considered a breach of this Agreement if such
delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood,
war, act of terrorism, or any other event beyond the control of such party,
provided that such party uses reasonable efforts, under the circumstances, to
notify the other party of the circumstances causing the delay and to resume
performance as soon as possible.
14. INDEPENDENT CONTRACTORS:
The relationship of Licensor and Reseller established by this Agreement is that of
independent contractors, and neither party is an employee, agent, partner or joint
venturer of the other.
15. PUBLICITY; PRESS RELEASES:
Reseller shall make commercially reasonable efforts to market, promote, and
distribute the Products. Licensor shall be permitted to use the name of Reseller
in publicity releases, advertising, or similar activities without the prior written
consent of Reseller.
16. MISCELLANEOUS:
This Agreement constitutes the entire understanding of the parties with respect to
the subject matter of this Agreement and supersedes all prior communications,
understandings, and agreements, written or oral. This Agreement may be
modified only by a written agreement signed by both parties. The failure of either
party to enforce at any time any of the provisions hereof shall not be a waiver of
such provision, or any other provision, or of the right of such party thereafter to
enforce any provision hereof. If any provision specified in this Agreement shall be
invalid under any applicable law, the invalid provision, or portion thereof, shall be
struck and the remainder, if any, shall be deemed enforceable to the extent
permitted under applicable law, and the remaining provisions of this Agreement
shall be given effect in accordance with their terms. Nothing in this Agreement is
intended or will be construed to give any person (other than Licensor and
Licensee) any legal or equitable right, remedy or claim under this Agreement or
any provision hereof. The captions or headings of the Sections of this Agreement
are for reference only and are not to be construed in any way as part of this
Agreement.
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