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Reseller Agreement Key Points
Summary
The reseller agreement outlines key terms such as price increase limitations, EULA, and warranty provisions. It includes indemnification obligations where the vendor protects the reseller from third-party IP claims, with exclusions for misuse. The vendor covers legal costs and can settle claims, while the reseller must notify and allow control over the defense. Liability is capped at customer payments over the past year, excluding indemnity and breach cases, with no liability for special damages.Full Conversation
The Customer’s use of any software Products resold hereunder shall be pursuant to an end user license agreement directly between Vendor and the Customer administered by Vendor (the “EULA”). Vendor will provide an ordinary and customary warranty for the Products to the Customer pursuant to the EULA.
It seems you're looking for clarity on the clause regarding the End User License Agreement (EULA) and warranty provided by the Vendor. Here's a simplified breakdown:
- EULA: The customer must use the software according to the license agreement directly between the Vendor and the Customer.
- Warranty: The Vendor will provide a standard warranty for the software, as specified in the EULA.
Do you have any specific questions about this clause or how it affects you?
- EULA: The customer must use the software according to the license agreement directly between the Vendor and the Customer.
- Warranty: The Vendor will provide a standard warranty for the software, as specified in the EULA.
Do you have any specific questions about this clause or how it affects you?
What are the typical Standard warranty for a SaaS software to be included in the EULA
Typical standard warranties for SaaS software in an EULA often include:
- Performance Warranty: Guarantees the software will perform as described.
- Uptime Guarantee: Assures a certain level of service uptime (e.g., *.*%).
- Security Warranty: Ensures data protection and security measures.
- Support Warranty: Provides access to customer support for issues.
Do you need details on any specific type of warranty?
- Performance Warranty: Guarantees the software will perform as described.
- Uptime Guarantee: Assures a certain level of service uptime (e.g., *.*%).
- Security Warranty: Ensures data protection and security measures.
- Support Warranty: Provides access to customer support for issues.
Do you need details on any specific type of warranty?
I Am vendor and need help should I accept this " Vendor shall indemnify, save and hold harmless, defend, or at its option, settle on behalf of Reseller, its directors, officers, partners and employees, any third party claim or proceeding brought against Reseller based on a claim that a Product, Materials, or service furnished to Reseller by Vendor infringes a patent, copyright, trade secret or other intellectual property right of any third party, including, without limitation, any claim against Reseller by a Customer for indemnification against such a claim against Customer;
Case Rating: *
It sounds like you need help determining if you should accept an indemnity clause. Here are some key points to consider:
- Indemnification: You would be responsible for protecting the Reseller from any IP infringement claims.
- Defend or Settle: You may have to defend or settle claims on behalf of the Reseller.
- Third Party Claims: Covers claims from third parties, including customers.
Would you like further clarification on any specific part of this clause?
It sounds like you need help determining if you should accept an indemnity clause. Here are some key points to consider:
- Indemnification: You would be responsible for protecting the Reseller from any IP infringement claims.
- Defend or Settle: You may have to defend or settle claims on behalf of the Reseller.
- Third Party Claims: Covers claims from third parties, including customers.
Would you like further clarification on any specific part of this clause?
except to the extent the claim arises as a result of Reseller’s use of the Product in combination with any items not supplied or approved by Vendor or contemplated in the Documentation (including the operating environment contemplated therein) or any modification to the source code of a Product by Reseller; if such claim would otherwise have been avoided. Vendor shall pay all costs, expenses (including reasonable attorneys’ fees), and damages awarded or costs of settlement.Reseller will promptly notify Vendor of any such claim, and will accord to Vendor full control and, at Vendor’s expense, the assistance and information reasonably requested by Vendor in connection with Vendor’s defense of or efforts to settle the claim.
Case Rating: *
It seems like you need clarification on the indemnity clause. Here are some key points:
- Indemnity Limitation: You are not liable if the Reseller misuses the Product.
- Vendor's Responsibility: You must cover all legal costs and settlements.
- Notification & Control: Reseller must inform you promptly and allow you to control the defense.
Do you have any specific questions about this clause?
It seems like you need clarification on the indemnity clause. Here are some key points:
- Indemnity Limitation: You are not liable if the Reseller misuses the Product.
- Vendor's Responsibility: You must cover all legal costs and settlements.
- Notification & Control: Reseller must inform you promptly and allow you to control the defense.
Do you have any specific questions about this clause?
Vendor’s right to settle any claim on Reseller’s behalf shall apply only to settlements or compromises with respect to which Reseller shall have no obligation or liability. If a Product or Materials are, or in Vendor’s reasonable opinion might be, held to infringe as set forth above, Vendor may, at its option, replace or modify such Product or Materials so as to avoid infringement, or procure the right for Reseller or the relevant Customers to continue the use and resale of such Product or Materials. If neither of such alternatives is reasonably possible, and Reseller has not resold the Product, the infringing Product shall be returned to Vendor and Vendor’s sole liability shall be to refund amounts paid for such Product by Reseller and to compensate Reseller for its unrecovered out of pocket costs in respect of any project or engagement terminated or canceled as a result.
Case Rating: *
It seems like you need clarification on the Vendor’s options and liabilities if a product is deemed to infringe on intellectual property rights. Here are the key points:
- Settlement Control: Vendor can settle claims without Reseller's liability.
- Action Options: Vendor may replace, modify, or procure rights for the Product.
- Refunds and Compensation: If infeasible, Vendor refunds and compensates Reseller.
Do you have specific questions or need clarification on any part of this clause?
It seems like you need clarification on the Vendor’s options and liabilities if a product is deemed to infringe on intellectual property rights. Here are the key points:
- Settlement Control: Vendor can settle claims without Reseller's liability.
- Action Options: Vendor may replace, modify, or procure rights for the Product.
- Refunds and Compensation: If infeasible, Vendor refunds and compensates Reseller.
Do you have specific questions or need clarification on any part of this clause?
Now summarise from all the above points related to indemnification
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Indemnification Summary:
- Indemnification Obligation: Vendor indemnifies Reseller against third-party IP infringement claims.
- Defense and Settlement: Vendor can defend or settle claims on Reseller's behalf.
- Exclusions: No indemnity if the infringement is due to Reseller's misuse.
- Costs and Damages: Vendor covers all legal costs and settlements.
- Notification and Control: Reseller must notify Vendor and allow control over the defense.
- Actions on Infringement: Vendor may replace, modify, or procure rights for the Product. If infeasible, the Vendor refunds Reseller and compensates for unrecovered costs.
Would you like further details on any specific part?
Indemnification Summary:
- Indemnification Obligation: Vendor indemnifies Reseller against third-party IP infringement claims.
- Defense and Settlement: Vendor can defend or settle claims on Reseller's behalf.
- Exclusions: No indemnity if the infringement is due to Reseller's misuse.
- Costs and Damages: Vendor covers all legal costs and settlements.
- Notification and Control: Reseller must notify Vendor and allow control over the defense.
- Actions on Infringement: Vendor may replace, modify, or procure rights for the Product. If infeasible, the Vendor refunds Reseller and compensates for unrecovered costs.
Would you like further details on any specific part?
Vendor’s right to settle any claim on Reseller’s behalf shall apply only to settlements or compromises with respect to which Reseller shall have no obligation or liability. If a Product or Materials are, or in Vendor’s reasonable opinion might be, held to infringe as set forth above, Vendor may, at its option, replace or modify such Product or Materials so as to avoid infringement, or procure the right for Reseller or the relevant Customers to continue the use and resale of such Product or Materials. If neither of such alternatives is reasonably possible, and Reseller has not resold the Product, the infringing Product shall be returned to Vendor and Vendor’s sole liability shall be to refund amounts paid for such Product by Reseller and to compensate Reseller for its unrecovered out of pocket costs in respect of any project or engagement terminated or canceled as a result.
Case Rating: *
It seems like you have a good understanding of the indemnification clause. The summary provided previously covers the key points. If you have any more specific questions or need clarification on any other part of the clause, feel free to ask!
It seems like you have a good understanding of the indemnification clause. The summary provided previously covers the key points. If you have any more specific questions or need clarification on any other part of the clause, feel free to ask!
help me with this "Vendor’s right to settle any claim on Reseller’s behalf shall apply only to settlements or compromises with respect to which Reseller shall have no obligation or liability. If a Product or Materials are, or in Vendor’s reasonable opinion might be, held to infringe as set forth above, Vendor may, at its option, replace or modify such Product or Materials so as to avoid infringement, or procure the right for Reseller or the relevant Customers to continue the use and resale of such Product or Materials. If neither of such alternatives is reasonably possible, and Reseller has not resold the Product, the infringing Product shall be returned to Vendor and Vendor’s sole liability shall be to refund amounts paid for such Product by Reseller and to compensate Reseller for its unrecovered out of pocket costs in respect of any project or engagement terminated or canceled as a result.
Case Rating: *.
Here’s a simplified breakdown of the clause:
- Settlement Control: Vendor can settle claims only if Reseller has no obligation/liability.
- Infringement Actions: Vendor might replace, modify, or procure rights for the Product.
- Refund & Compensation: If infeasible and Product unsold, Vendor refunds Reseller and compensates for unrecovered costs.
Do you have any specific questions about this clause?
Here’s a simplified breakdown of the clause:
- Settlement Control: Vendor can settle claims only if Reseller has no obligation/liability.
- Infringement Actions: Vendor might replace, modify, or procure rights for the Product.
- Refund & Compensation: If infeasible and Product unsold, Vendor refunds Reseller and compensates for unrecovered costs.
Do you have any specific questions about this clause?
Simplify this "Limitation of Liability. Except for Vendor’s indemnity obligations under Section * and a breach of Reseller’s obligations under Section *, in no event shall either party’s liability for damages under this Agreement exceed the amount paid to Reseller by Customers in respect of Products purchased from Vendor pursuant to the Agreement in the preceding twelve (*) months. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF GOODWILL LOSS OF REVENUE, OR ANY OTHER SPECIAL, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN
Case Rating: *
Here's a simplified breakdown:
- Liability Cap: Each party's liability is limited to what Customers paid to Reseller for Vendor's products in the past 12 months, except for indemnity and breach cases.
- No Special Damages: Neither party is liable for lost profits, goodwill, revenue, or other special damages, regardless of the situation.
Do you need further details on any specific part?
Here's a simplified breakdown:
- Liability Cap: Each party's liability is limited to what Customers paid to Reseller for Vendor's products in the past 12 months, except for indemnity and breach cases.
- No Special Damages: Neither party is liable for lost profits, goodwill, revenue, or other special damages, regardless of the situation.
Do you need further details on any specific part?
elaborate "Marketplace Agreement between Si6 and Deloitte
Case Rating: *
The "Marketplace Agreement" between Si6 and Deloitte is a contractual document outlining the terms and conditions under which the two parties will conduct business. Here’s a general breakdown of the key points:
- Reseller's Purchases: The agreement details purchases made by the reseller (Si6), as described in Appendix A.
- Price Increase: Vendor (Deloitte) cannot increase prices for any resale if the reseller has already proposed a price to a customer before receiving the vendor's price increase notice, and if the customer accepts this proposal within 90 days of the proposal date.
- EULA and Warranty: Customers using the software products resold under the agreement will do so under an End User License Agreement (EULA) between the vendor and the customer. The vendor will provide a standard warranty for the products.
- Indemnification:
- Obligation: Vendor indemnifies the reseller against third-party IP infringement claims.
- Defense and Settlement: Vendor can defend or settle claims on the reseller’s behalf.
- Exclusions: No indemnity if the infringement is due to reseller's misuse.
- Costs and Damages: Vendor covers all legal costs and settlements.
- Notification and Control: Reseller must notify the vendor and allow control over the defense.
- Actions on Infringement: Vendor may replace, modify, or procure rights for the product. If infeasible, the vendor refunds the reseller and compensates for unrecovered costs.
- Limitation of Liability: Each party’s liability for damages is capped at the amount paid to the reseller by customers for vendor’s products in the past 12 months, except for cases involving indemnity and breach. Neither party is liable for special damages like lost profits, goodwill, or revenue.
Would you like more detailed information on any specific aspect of the agreement?
The "Marketplace Agreement" between Si6 and Deloitte is a contractual document outlining the terms and conditions under which the two parties will conduct business. Here’s a general breakdown of the key points:
- Reseller's Purchases: The agreement details purchases made by the reseller (Si6), as described in Appendix A.
- Price Increase: Vendor (Deloitte) cannot increase prices for any resale if the reseller has already proposed a price to a customer before receiving the vendor's price increase notice, and if the customer accepts this proposal within 90 days of the proposal date.
- EULA and Warranty: Customers using the software products resold under the agreement will do so under an End User License Agreement (EULA) between the vendor and the customer. The vendor will provide a standard warranty for the products.
- Indemnification:
- Obligation: Vendor indemnifies the reseller against third-party IP infringement claims.
- Defense and Settlement: Vendor can defend or settle claims on the reseller’s behalf.
- Exclusions: No indemnity if the infringement is due to reseller's misuse.
- Costs and Damages: Vendor covers all legal costs and settlements.
- Notification and Control: Reseller must notify the vendor and allow control over the defense.
- Actions on Infringement: Vendor may replace, modify, or procure rights for the product. If infeasible, the vendor refunds the reseller and compensates for unrecovered costs.
- Limitation of Liability: Each party’s liability for damages is capped at the amount paid to the reseller by customers for vendor’s products in the past 12 months, except for cases involving indemnity and breach. Neither party is liable for special damages like lost profits, goodwill, or revenue.
Would you like more detailed information on any specific aspect of the agreement?
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