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Reseller Agreement

This Agreement will supersede and replace any prior oral or written Agreement, with PromptTech Middle East Software House LLC , its associates , subsidiaries or employees to You. You and PromptTech agree that any and all prior contractual agreements or arrangements between You and PromptTech (if any) with respect to the foregoing programs are terminated immediately and completely, and Your rights thereunder (including any notification rights) are replaced and supplanted in their entirety by the current Agreement.

Recitals

A. Prompt Tech Middle East Software House LLC ( Mentioned in the agreement as ‘PromptTech’)is a software solution provider based In United Arab Emirates and serving clients across the world .

B. RESELLER is a business or person who wishes to market, resell licenses or distribute PromptTech software and related implementation services and products to potential customers (mentioned as ‘customers or users’ )

Therefore, RESELLER hereby agree to market PromptTech software solutions to their customers according to the price details listed on the portal and in accordance with the terms and conditions of PromptTech

Terms and Conditions

1. LICENSE GRANT; DISTRIBUTION OF PRODUCTS.

1.1 RESELLER agrees to comply with any license provisions, terms of use, terms of sale, or other contractual requirements applicable to its receipt of Products, licenses, and accompanying authorised media (if any) for marketing and resale. In addition, RESELLER agrees to comply with all terms of this Agreement, and the end user license agreements for the Products, to the extent applicable. Product software shall be by license only, and shall not include any right of sale, resale, ownership, or any related right. Under no circumstances may RESELLER or end users acquire any ownership rights in PromptTech software.

1.2 Restrictions on Use. RESELLER agrees: not to create or attempt to create by reverse engineering, disassembly, decompilation, or otherwise, the source code, internal structure, file formats or other setup of the Products, or any part thereof, from any object code or information that may be made available to it, or aid, abet or permit others to do so; not to remove any PromptTech Product identification or notices of any proprietary or copyright restrictions from the PromptTech Product or any support material; except for authorized archival or back-up copies for its own use, not to copy the PromptTech Product, develop any derivative works thereof or include any portion of the PromptTech Product in any other software program; not to provide use of the PromptTech Product in a computer time-sharing, online service, software-as-a-service, application service provider, online hosting or other similar business, rental or commercial timesharing arrangement; and to distribute, transfer, install and implement all PromptTech Product to properly licensed end user customers only (and not to intermediaries that intend to transfer the PromptTech Products to third parties) all with, and in compliance with, the Documentation. For the avoidance of doubt, RESELLER understands and agrees that RESELLER is permitted to offer the PromptTech Products to end user customers only, upon payment of appropriate end-user license fees, and not to intermediaries (e.g. other “resellers”).

1.3 Modification. At any time and in PromptTech sole discretion, PromptTech may modify any of the terms and conditions contained in this Agreement and the Price of license . If any modification is unacceptable to RESELLER, RESELLER’s only recourse is to terminate this Agreement. RESELLER’s continued participation in the Program following PromptTech posting of a revised or new agreement or Price details will constitute binding acceptance of the modification.

1.3 Modification. At any time and in PromptTech sole discretion, PromptTech may modify any of the terms and conditions contained in this Agreement and the Price of license . If any modification is unacceptable to RESELLER, RESELLER’s only recourse is to terminate this Agreement. RESELLER’s continued participation in the Program following PromptTech posting of a revised or new agreement or Price details will constitute binding acceptance of the modification.

2. CONDUCT OF BUSINESS; RIGHT TO INSPECT;

2.1 Conduct of Business. RESELLER agrees:

2.1.1 To conduct business and provide services in a manner which reflects favourably at all times on the products, services, goodwill and reputation of PromptTech.

2.1.2 To conduct business and provide services in full compliance with all applicable laws and regulations;

2.1.3 To conduct business and provide services in full compliance with all agreements you may have with PromptTech , including but not limited to the related Product license agreement

2.1.4 Not engage in deceptive, misleading or unethical practices;

2.1.5 Not engage in deceptive, misleading or unethical practices;2.1.5 Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement, policies established by PromptTech

2.1.6 To provide support and services of the highest quality and integrity;

2.1.7 To use best efforts to resolve any complaints or disputes with end users regarding RESELLER’s services under the Program in a fair and timely manner. RESELLER agrees not to use or display any materials or content on RESELLER’s Web site or any where in a manner that is defamatory, misleading, libellous, obscene or otherwise potentially damaging to the reputation of PromptTech .

2.2 Right to Inspect. PromptTech shall have the right to inspect RESELLER’s provision of support and services under this Agreement, RESELLER’s business premises, and all Program- related material in order to ensure RESELLER’s full compliance with the terms and conditions of this Agreement. RESELLER shall cooperate fully and shall provide PromptTech immediate access to all requested materials and to RESELLER’s business premises in order to allow PromptTech to exercise its right to inspect.

2.3 Authorization. RESELLER hereby authorizes PromptTech and third parties authorized by PromptTech to disclose and/or publish information regarding RESELLER’s name, address and other contact information, expertise profile, and business profile in printed and/or electronic forms in any medium.

3. TERM AND TERMINATION.

3.1 Term. This Agreement shall be effective upon RESELLER’s acceptance as indicated by RESELLER click of the “I AGREE ” button and shall remain in effect for so long as RESELLER is in full compliance with the terms of the Agreement, until terminated as provided herein.

3.2 Termination.

3.2.1 PromptTech may terminate this Agreement for cause immediately and without further notice in the event that:
(i) RESELLER fails to perform any of the RESELLER’s obligations under this Agreement or is otherwise in default hereunder;
(ii) PromptTech , in its sole discretion, determines that RESELLER does not meet the criteria as determined by PromptTech from time to time; or
(iii) any conduct or proposed conduct of RESELLER exposes or threatens to expose PromptTech to any liability or obligation, including any obligation under federal, state or local law.

3.2.2 Either party may terminate this Agreement upon notification to the other. Termination shall be effective thirty (30) days following notification by either party.

3.2.3 Effect of Termination. Upon expiration or termination of this Agreement, regardless of the reason therefor:
(i) all privileges and benefits of the Program will be immediately revoked;
(ii) RESELLER shall immediately cease use of all PromptTech trademarks, trade names, copyrights and all material, including Approved Materials and product, RESELLER shall promptly return to PromptTech all promptTech confidential information or certify in writing that if it has destroyed such information;
(iii) All rights and licenses granted under this Agreement will immediately and automatically terminate; and
(iv) RESELLER will immediately discontinue to act as RESELLER of PromptTech

4. DISCLAIMERS; LIMITATIONS OF LIABILITY.

4.1 Disclaimers. PromptTech makes no representations or warranties of any kind with respect to the Program and any Products, and the Program and Products are provided to RESELLER “as is.” PROMPTTECH HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PROGRAM, PRODUCTS OR SERVICES PROVIDED BY PROMPTTECH , INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THE PRODUCT END USER LICENSE AGREEMENT(S), PROMPTTECH SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE

4.2 Limitations of Liability. TO THE FULLEST EXTENT ALLOWED BY LAW, PROMPTTECH SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY RESELLER TO THIRD PARTIES, EVEN IF PROMPTTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. ADVERTISING AND MARKETING GUIDELINES.

5.1 RESELLER must adhere to Trademark Usage Guidelines set by PromptTech it may made available to RESELLERS upon request , RESELLERS are not permitted use PROMPTTECH logo trademark or any other contents without written permission from PROMPTTECH .

6. GENERAL.

6.1 RESELLER shall at all times during the term of the Agreement meet the criteria listed in the Agreement or be subject to removal from the program upon sole discretion of PROMPTTECH

6.2 RESELLER Pricing AND BUINESS STRATEGY PROMPTTECH HAS ALL THE RIGHT TO DO ANY MODIFICATION ON ITS PRODUCT PRICING AND BUSINESS STRATEGY DURIG THE TIME OF THIS AGREEMENT WITH OR WITHOUT ANY PRIOR NOTICE

6.3 Assignment. RESELLER may not sell, transfer or assign this Agreement, in whole or in part, or any of the rights hereunder, unless RESELLER obtains the prior written consent of PROMPTTECH

6.4 Severability. If a court of jurisdiction declares any provision of this Agreement invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

6.5 Governing Law and Jurisdiction. Court of Dubai , United Arab Emirates.

6.6 RESELLER should act as first point of contacts to their customers and it is the responsibility of the RESELLER to provide necessary training and support to the customers to use the softwares , product or services of PromptTech .

6.7 Independent Relationship. Nothing contained herein shall be deemed or construed as creating a joint venture or partnership between PromptTech and RESELLER. Neither PromptTech nor RESELLER is authorised, by virtue of this Agreement, as an agent or other representative of the other, or to make any commitments or representations of any kind on behalf of the other.

6.8 No Endorsement. RESELLER acknowledges that PromptTech makes no claim on RESELLER’s behalf as to the quality of the products or services RESELLER offers.

6.9 Force Majeure. Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, with the exception of RESELLER’s payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections, or acts of God.

6.10 Compliance with Laws. RESELLER agrees, represents, and warrants that it and its agents, subcontractors, and employees shall comply with all applicable federal, state, county, and local laws, in the performance of the Agreement, including the procurement of license ,permits to act based on this agreement . RESELLER also agrees to indemnify and hold harmless PromptTech from and against all claims that may be sustained by PromptTech from RESELLER’s failure to comply with such laws,

6.11 Review by Legal Counsel. RESELLER has the opportunity to review this Agreement with the assistance of legal counsel before agree this .