Sortext Services Agreement for Resellers

Last Updated: Jan 1, 2022

This SORTEXT SERVICES AGREEMENT FOR RESELLERS (“Agreement”) is entered into by and between the Company, the Reseller, and the Customer mentioned on the SORTEXT SERVICES ORDER FORM FOR RESELLERS (“Order Form”).

This Agreement is an integral, non-severable, and legally binding part of the Order Form. By signing the Order Form, the Company, the Reseller, and the Customer accept, declare, and undertake that they have entered into and are legally bound by this Agreement.

Hereinafter, the Company, the Reseller, and the Customer may be referred to individually as a “Party” and collectively as the “Parties”.

1. RECITALS

1.1. The Company is an information technology startup that develops and offers advertising, marketing, and ecommerce technology services.

1.2. The Reseller is an authorized reseller of the Company’s services.

1.3. The Customer is an ecommerce company that desires to access and use the Company's services.

1.4. The Reseller wants to resell these services under the following terms and conditions.

2. DEFINITIONS

2.1.Confidential Information” means all software, documentation, information, data, code, algorithm, design, invention, business, service, method, innovation, and all administrative, commercial, financial, and technical information that has been disclosed in writing, verbally, or electronically by one Party to the other Party under this Agreement.

2.2.Customer Data” means the Customer’s search engine advertising (Google Ads), web analytics (Google Analytics), tag management system (Google Tag Manager), and other data.

2.3.Force Majeure” means extraordinary events and factors beyond the Parties’ reasonable control. Force Majeure includes, but is not limited to, wars, acts of terrorism, strikes, civil commotions, embargoes, natural disasters, pandemics, quarantine restrictions, internet failures, or events or factors caused by government agencies, business partners, trading partners, or service providers.

2.4.Services” means the Company’s services described in the Order Form.

2.5.Web Store” means the Customer’s web store specified in the Order Form, which will use the Services.

3. COMPANY’S RIGHTS, DUTIES, AND RESTRICTIONS

3.1. Execution of Services: Under the provisions of this Agreement, the Company will 1️⃣ regularly analyze and process the Customer Data; 2️⃣ set up the Services on the Customer’s Web Store and ensure that they run in real-time; and 3️⃣ prepare and update the Services’ types, contents, and visuals specifically for the Customer.

3.2. Technical Support: The Company will provide technical support to the Customer upon request. The Customer will be able to call for technical support by sending an email to support@sortext.com. The Company will respond to all technical support calls within 24 (twenty-four) hours.

3.3. Company’s Restrictions: The Company will have the right to collect and process the Customer Data regarding and limited solely to the provision and performance of the Services. The Company will have the right to use the Customer Data only for analysis, development, and correction purposes. The Company will have the right to disclose the Customer Data only in aggregated or unidentifiable forms.

4. CUSTOMER’S RIGHTS, DUTIES, AND RESTRICTIONS

4.1. Rights: Under the provisions of this Agreement, during the Term, the Company grants to the Customer a non-transferable, non-sublicensable, and non-exclusive right to use the Services on its Web Store. The Customer may not market or sell the Services to any third parties for further use, resale, redistribution, sharing, or transfer.

4.2. Authorizations: Under the provisions of this Agreement, during the Term, the Customer will provide the Company with access to its Google Ads, Google Analytics, and Google Tag Manager accounts.

4.3. Payment of Fees: The Customer will pay all fees mentioned in the Order Form to the Reseller within the due date. However, if an invoice remains unpaid for 15 (fifteen) days after the due date, the Reseller reserves the right to suspend the provision of the Services until the payment is received and to charge interest from the due date at a maximum rate permitted by law. Additionally, the Customer will pay all collection costs, including attorney’s fees.

4.4. Customer’s Restrictions: The Customer will not 1️⃣ use the Services to develop a similar or competing product or service; 2️⃣ reverse engineer, decompile, disassemble, or modify the Services; 3️⃣ attempt to discover the Services source code, object code, underlying structure, know-how, or algorithms; 4️⃣ create derivative works of the Services; 5️⃣ copy any element of the Services; or 6️⃣ remove, obscure or modify any proprietary or other notices in the Services. The Customer agrees, declares, and undertakes to hold free and indemnify the Company from any damage, loss, and expense regarding the preceding violation.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Intellectual Property Rights and Ownership: Neither Party grants the other Party any rights or licenses not expressly outlined in this Agreement. The Services, including any content or information contained therein and all copies thereof, are protected by copyright and other intellectual property laws and treaties. Accordingly, the Company has and will retain all rights, title, and interest (including all intellectual property rights, copyrights, trade secret rights, trademarks, service marks, related goodwill, and confidential and proprietary information) in the Services, any underlying software, and all copies, improvements, updates, modifications, and enhancements of the preceding. The Customer does not have and will not acquire any ownership rights in any of the preceding.

5.2. Feedback: If the Customer provides the Company with feedback about the Services (“Feedback”), the Company may use the Feedback without restriction.

6. CONFIDENTIAL INFORMATION

6.1. Obligations: Each Party agrees, declares, and undertakes that they will 1️⃣ protect Confidential Information with great confidentiality by showing at least the care they offer to protect their Confidential Information; 2️⃣ not disclose Confidential Information to third parties except as permitted in this Agreement; 3️⃣ use Confidential Information only to execute their obligations under this Agreement; 4️⃣ disclose Confidential Information only to its employees or contractors with a legitimate need to know such information to carry out the terms of this Agreement; 5️⃣ comply with all applicable laws, regulations, and rules regarding the protection of personal data; and 6️⃣ continue to comply even after the termination of the Agreement.

6.2. Exclusions: These confidentiality obligations do not apply to each Party’s public information and all information that must be disclosed under applicable laws, regulations, court decisions, or administrative orders.

7. TERM AND TERMINATION

7.1. Term: This Agreement is effective as of the signing date of the Order Form (“Effective Date”) and continues for an initial term of 1 (one) year (“Term”). The Agreement will automatically renew for successive 1 (one) year periods unless either Party gives the other Party notice of non-renewal at least 30 (thirty) days before the current Term ends.

7.2. Termination: Either Party may terminate this Agreement for no reason or any reason upon 30 (thirty) days prior written notice. Either Party may also terminate this Agreement if the other Party fails to cure a material breach of this Agreement within 15 (fifteen) days after notice of such breach.

7.3. Survival: In case of termination of this Agreement, Sections; 3.3. (Company’s Restrictions), 4.3. (Payment of Fees), 4.4. (Customer’s Restrictions), 5. (Intellectual Property Rights), 6. (Confidential Information), 7.3. (Survival), 8. (General Provisions), and all other parts of the Agreement that must remain valid will survive.

8. GENERAL PROVISIONS

8.1. Independent Contractors: The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power, or authority to make any duty or obligation of the other Party.

8.2. Integrity: This Agreement constitutes the entire, complete, and exclusive agreement between the Parties, and it supersedes and cancels all prior written or oral agreements, contracts, and communications between the Parties concerning the subject matter hereof.

8.3. Assignment: This Agreement cannot be assigned, transferred, or licensed to third parties without the Parties’ written consent.

8.4. Amendment: This Agreement cannot be modified or amended in whole or part without the Parties’ written consent.

8.5. Severability: If any provision of this Agreement is held to be void, invalid, illegal, or otherwise unenforceable, such provision will be severed from the Agreement, and all other provisions will remain in full force and effect.

8.6. Notifications: All notifications under this Agreement will be made in writing and will be considered as sufficiently made if 1️⃣ personally delivered against signature; 2️⃣ sent to the Parties’ registered addresses by overnight courier with established tracking capability or by certified mail; or 3️⃣ sent with an email with return receipt.

8.7. Force Majeure: Neither Party will be liable to the other Party for any delay or failure in executing their rights and obligations, directly or indirectly caused by Force Majeure, until the end of such Force Majeure.

8.8. Delays or Omissions: No delay or omission to exercise any right accruing to one Party upon breach of this Agreement by the other Party will impair such right, nor will it be construed to be a waiver of such breach.

8.9. Law and Jurisdiction: This Agreement will be governed by and construed under the State of Delaware and the United States laws. The jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in Delaware, United States.

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