Reseller

Terms and Conditions

I.	Agreement

A.	This Reseller Agreement (the “Agreement”) is entered into by and between Spur Intelligence, Inc. (“Spur”), and the applicable reseller (“Reseller”) as of the first date on which Reseller enters an Order (“Effective Date”). 

B.	By placing an order for to resell (“Order”) Spur’s services and/or data (“Offerings”) to an end-user of the Offerings (“Customer”), Reseller indicates its assent to be bound by this Agreement. If Reseller does not agree to the terms of this Agreement, do not place an Order to resell Offerings. 

II.	Reseller License and Limitations

A.	License.  Subject to the terms of this Agreement, during the Term, Spur grants to Reseller a one-time, non-exclusive, non-transferable, and non-sublicensable right to resell licenses to the Offerings directly to Customers, for the Customer’s own use, only within the scope of an Order, to include the Spur licensing terms, which Reseller is required to include in any applicable agreement with Customer (“Customer Agreement”) for the Offerings. 

B.	Obligations.  Reseller is responsible for ensuring each Customer has entered such Customer Agreement, at or before such Customer’s purchase or use of the Offerings, in a manner that is legally binding upon the Customer and agrees to immediately notify Spur of any known or suspected breach of a Customer Agreement or other unauthorized use of the Offerings.

C.	Restrictions.  Except as expressly authorized in this Agreement, Reseller will not (and will not permit any third party to):

1.	Sell, provide access to, distribute, or sublicense the Offerings to a third party; 
2.	Use the Offerings for Reseller’s own benefit;
3.	Advertise or market the Offerings without clearly identifying Spur as the provider of the Offerings;
4.	Rebrand, reframe, operate, access, or control the Offerings; 
5.	Use Spur brand, marks, or documentation (or attempt to acquire/establish similar marks, brands, or URLs);
6.	Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Offerings (except to the extent applicable laws specifically prohibit such restriction);
7.	Modify, translate, or create derivative works based on the Offerings;
8.	Copy, distribute, or otherwise use the Offerings for the benefit of a third party; or
9.	Use the Offerings to build an application or product that is competitive with any Spur product or service.

D.	Conduct.  Reseller will represent Spur and the Offerings in a positive and professional manner at all times.  Reseller will not:

1.	Disparage the Offerings;
2.	Represent itself as an agent or employee of Spur;
3.	Engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement; or
4.	Make any representations, guarantees, warranties or commitments regarding the Offerings in addition to or inconsistent with those in the product descriptions provided by Spur.

III.	Ownership

Spur retains all ownership rights and intellectual property rights in and to the Offerings, Spur Confidential Information, any and all usage of the Offerings and related transactional information, and all suggestions, enhancement requests, recommendations or other feedback relating to the foregoing.

IV.	Orders and Payment

A.	Orders. 

1.	In order to resell an Offering and prior to committing to provide an Offering to any Customer, Reseller must place an Order with Spur specifying the Offerings that Reseller will resell, the applicable Customer and corresponding contact information, and the Customer’s Scope of Use. 
2.	No Order will be binding until accepted by Spur in its sole discretion (or otherwise in writing).  
3.	Any additional or different terms in Reseller’s order form with the Customer will not be binding upon Spur and Reseller will be solely liable for any claims arising from such terms. 

B.	Price and Payment.

1.	Each Order will set forth the Offerings and price. 
2.	Reseller will be solely responsible for collecting all fees from Customers. Non-payment by Customers will not relieve Reseller of its obligation to pay fees to Spur. 
3.	Spur reserves the right to cancel or suspend provision of the Offerings with respect to any Customer if it fails to receive payment from Reseller with respect to such Customer.

C.	Records and Audit.  Reseller will maintain complete, clear and accurate records of its transactions and performance under this Agreement, including evidence of each Customer’s entry into the Customer Agreement. Upon 10 business days’ advance written notice, Reseller will permit Spur or its representative to audit Reseller’s records to ensure Reseller’s compliance with this Agreement. 

V.	Representations and Warranties

A.	Reseller. Reseller represents and warrants that:

1.	It has the legal power and authority to enter into and perform its obligations under this Agreement;
2.	Its execution and performance of this Agreement will not violate any other agreement to which it is a party; and 
3.	It will comply with all laws applicable to its business in connection with its performance under this Agreement.

B.	Spur.  Spur warrants that the Services:

1.	Will materially conform to any descriptions and performance requirements outlined in this Agreement and any Order; and
2.	Do not and will not infringe on any third-party Intellectual Property Rights.

C.	Disclaimer.  Except as otherwise expressly warranted herein:

1.	Spur disclaims all representations, warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose; 
2.	All Services are provided “as is” and “with all faults”; and
3.	Spur does not warrant, represent or covenant that the Services or the data provided thereunder will be free of bugs, errors, minor interruptions, or that all errors will or can be corrected.

VI.	Confidential Information 

A.	Definition.  For purposes of this Agreement, “Confidential Information” shall mean all information and made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that is designated as or should reasonably be recognized as confidential information of the Disclosing Party.

B.	Non-Use and Non-Disclosure.  

1.	Receiving Party shall not use Confidential Information for any purpose other than in furtherance of this Agreement and will not disclose, publish, or otherwise disseminate Confidential Information to any person or other party whatsoever, except where expressly allowed by this Agreement.
2.	Each party will limit access to such Confidential Information to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement (including but not limited to research and development of new and derivative products and services) and who are bound by confidentiality obligations with the Receiving Party substantially similar to those herein.
3.	Reseller will not introduce any data provided through the Services as evidence (or in any other form) in any judicial or administrative proceeding unless compelled to do so by law or court order.

C.	Exclusions.  Confidential Information excludes information that:

1.	Is or becomes (through no improper action or inaction by the Receiving Party) generally available to the public; 
2.	Was in the Receiving Party’s possession or known by it without restriction prior to receipt from the Disclosing Party;
3.	Was rightfully disclosed to the Receiving Party by a third party without restriction; or 
4.	Was independently developed by employees of the Receiving Party without use of any Confidential Information of the Disclosing Party.

VII.	Term and Termination

A.	Term.  This Agreement is effective as of the Effective Date and continues for an initial term of 12 months and will renew for successive 12-month periods to the extent the is an active Order, unless either party gives the other party notice of non-renewal at least 30 calendar days before the current term ends (the “Term”). 

B.	Termination.  

1.	Either party may terminate this Agreement for no reason or any reason upon 30 calendar days’ prior written notice. Either party may also terminate this Agreement or an applicable Order if the other party fails to cure a material breach of this Agreement within 15 calendar days after notice of such breach. 
2.	Upon notice, Spur may suspend Reseller’s participation as a reseller for breach of this Agreement or may terminate this Agreement if Spur determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Customers or users. 

C.	Effect of Termination.  
 
1.	Upon any expiration or termination of this Agreement, Reseller will:
a.	Immediately cease all advertising, marketing and other resale activities with respect to the Offerings;
b.	Immediately pay Spur any outstanding unpaid amounts; and
c.	Pay Spur the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due. 
2.	Any Customer licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Customer Agreement, provided that no such may licenses be extended or renewed without the prior written consent of Spur. 

VIII.	Indemnification.  Reseller will defend, indemnify and hold harmless Spur and its officers, directors, employees, representatives and agents from and against any third-party claim brought against such Spur parties, and any resulting losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to Reseller’s: 

A.	Breach or alleged breach of this Agreement;
B.	Conduct in connection with resale or marketing of the Offerings; or
C.	Issuance of any warranty or representation regarding Spur or its Offerings not expressly agreed to by the parties.

IX.	Limitation of Liability

A.	General.  Except for Excluded Claims (defined below), in no event shall either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. 

B.	Aggregate Damage Limit.  Except for the indemnification obligations as set forth in Section V, each party’s aggregate liability arising out of this Agreement, will not exceed the aggregate amounts actually paid by and/or due from Reseller in the twelve (12) months preceding the incident giving rise to the liability, with all claims being aggregated in satisfaction of the limit.

C.	Excluded Claims.  “Excluded Claims” means:

1.	Reseller’s breach of Sections II (Reseller License and Limitations) or Section V(C) (Representations and Warranties);
2.	Amounts payable to third parties by Reseller under Section VII (Indemnification); or 
3.	Either Party’s breach of Section VI (Confidential Information). 

X.	Miscellaneous

A.	Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Orlando, Florida, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; the expense of such arbitration shall be shared equally by the Parties.
 
B.	Assignment.  Neither party may, by operation of law or otherwise, assign or transfer any of its rights or delegate any of its duties hereunder without the prior consent of the other party (which consent will not be unreasonably withheld), and any purported attempt to do so is void. Notwithstanding the foregoing, either party may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to its successor in connection with the sale or all or substantially all of its assets or stock, or the merger, consolidation or other form of corporate reorganization in which control of the corporation is transferred, provided such successor is not a competitor of the non-moving party. 

C.	Force Majeure.  If a party’s performance hereunder is rendered inadvisable, commercially impracticable, illegal, or impossible to perform by elements of nature, acts of God, acts of war, acts or threats of terrorism, or other causes outside of the reasonable control of the affected party, the affected party, upon giving prompt Notice to the other party, will be excused from performance for the duration of the condition, provided that the affected party uses commercially reasonable efforts to mitigate the effects.

D.	Changes to This Agreement.  Spur reserves the right, in its sole discretion, to change the terms of this Agreement.  The most current version of this Agreement will supersede all previous versions. Spur encourages Reseller to periodically review the terms if this Agreement to stay informed of our updates.

E.	Notices.  Notices will be sent either by first-class, registered mail or overnight courier to the address set forth above and will be deemed given 72 hours after mailing or upon confirmed delivery or confirmed receipt.

F.	Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles that would require the application of the laws of any other jurisdiction. 

G.	Survival.  All provisions of this Agreement which by their nature should survive termination shall survive termination 

H.	Independent Contractors.  The parties are independent contractors.  No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Services.  There are no third-party beneficiaries under this Agreement.

I.	No Publicity. Each party acknowledges that it has no license or right to use the other party’s name, logo, and product names without first obtaining express written consent from such other party.

J.	Privacy Policy.  The information exchanged pursuant to this Agreement is subject to Spur’s Privacy Policy, which can be found here.

K.	Waiver.  All waivers must be in writing. A party’s consent to, or waiver of, enforcement of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.