Skip to main content

UNTITLED, LLC

Reseller Services Agreement

UNTITLED, LLC

Reseller Services Agreement

Last updated 03/01/2024

1. Definitions

Reseller agrees to Definitions as defined in the Platform Services Agreement.

Additional Definitions are defined here. 

(a)   “Reseller”  means the Company or Legal Entity and its authorized “Users” who are licensed to Resell the Untitled Platform Services, and/or access or utilize the Platform Services in accordance with the terms and conditions contained herein as well as the Untitled Platform Services Agreement. 

(b)    “Reseller Users” refers to individuals that Reseller authorizes, of which will be provided with their own distinct access credentials, to access Reseller and/or “Reseller’s Clients” distributed instance(s) of the Untitled Platform within the Subscription Term. 

(c)   “Reseller’s Clients” means the Companies or Legal Entities and its respective authorized “Client Users” who license the Platform through Reseller, and/or access or utilize the Platform Services in accordance with the terms and conditions contained herein, the Untitled Platform Services Agreement, as well as Reseller’s contractual terms defined with its Clients. 

(d)   “Specifications” means the specifications for the LDS, including, but not limited to, product specifications and instructions, and standards of quality, which are attached hereto as Exhibit A and made a part hereof.

 

2. Scope of Agreement

On and subject to the terms and conditions of this Agreement and Untitled’s Platform Services Agreement, Untitled hereby grants to Reseller a non-transferable non-exclusive right to use and sell LDS in accordance with the Specifications and upon the terms and conditions contained herein within the United States (“Territory”) during the Term, as defined below, provided, however, that Reseller exclusively purchases LDS from Untitled and Reseller satisfies all of the following requirements in Reseller’s Obligations in order to receive the output of the service.

 

3. Reseller’s Obligations

(a)    Reseller will provide Contributions through placement and utilization of the LDS javascript tag. Reseller grants Company all right, title, and interest in and to Contributions provided as part of Service and improve Licensed Material with Contributions. Reseller grants Company the right to use Contributions in its products and services, and to satisfy requirements for access to Licensed Materials. Furthermore, Reseller grants the Company, without limitation, the right to use Contributions for any derivative products and services in which data records from Contributions have been integrated. All Contributions will remain the property of the Company in the event of termination of this Agreement. Parties agree to Section 2b of Platform Services Agreement

(b) Reseller will include appropriate language in agreements, contracts, purchase orders, or any form of documentation to purchase the LDS through Reseller, to secure the rights to Reseller’s Customers’ Contributions. Reseller may request suggested language from Company should they need it. 

(c) Reseller agrees to use its best efforts to market, promote and solicit sales for LDS in the Territory on a continuing basis, and further agrees that any LDS-related marketing and advertising efforts may be reviewed by Untitled for material produced by Reseller, be of high quality, in good taste, and will preserve the professional image and reputation of Untitled and LDS including any use of the trademark “Untitled” or “LDS”. Reseller agrees to include in all such advertising any applicable trademark notices of Untitled as they appear on or in the LDS. 

(d) Reseller shall provide support to purchasers or users on terms at least as favorable as the terms under which Reseller provides support to purchasers for any comparable Reseller product. 

(e) Reseller shall not take on any obligations or responsibility or make any representations, warranties, guarantees or endorsements to anyone on behalf of Untitled, including, without limitations, relating to the LDS or related services. 

(f) Reseller shall not establish any additional reseller arrangements, subcontract any of its obligations, or transfer any rights or responsibilities granted by this Agreement to any third party without the prior written consent of Untitled, except for the provisions set forth in Section 17 of the Platform Services Agreement.

(f) Reseller shall be responsible for the collection and submission of all state sales tax. Reseller shall provide to Untitled a resale certificate for each state into which it sells. 

 

4. Compliance

(a) LDS shall only be sold and deployed in accordance with the LDS’s Specifications and in compliance with all applicable laws, rules and regulations as defined in Untitled’s Platform Services Agreement.

(b) Both Reseller and Untitled shall, each at their own expense, be responsible for obtaining and maintaining any permits or approvals from government authorities which are required in connection with the performance of its obligations hereunder. Reseller shall at all times maintain compliance with all privacy and data laws, both state and Federal, for the sale of LDS and products, along with all international privacy laws. Untitled shall at all times maintain compliance with all privacy and data laws, both state and Federal, for the sale and service of LDS to Reseller, along with all international privacy laws. 

 

5. Fees.

(a) Untitled shall be paid from Reseller for LDS in the amount agreed upon and set forth in the executed Lead Data Stream Agreement.

 

6. Warranty and Limitation of Liability

(a) Untitled makes no representations or warranties, express or implied, for LDS to be provided by Untitled, including but not limited to warranty for particular purpose or of fitness. 

(b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER, IN CONNECTION WITH THE MATTERS CONTEMPLATED HEREUNDER, FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, WHETHER A CLAIM IS BASED IN CONTRACT, TORT, OR OTHER THEORY AT LAW OR IN EQUITY, EXCEPT TO THE EXTENT THAT A PARTY IS LIABLE PURSUANT TO SECTION 7 AND 10 (INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY), OR SECTION 8 (MUTUAL INDEMNIFICATION) OF THIS AGREEMENT WHICH LIABILITIES SHALL NOT BE SUBJECT TO THESE LIMITATIONS. IN NO EVENT SHALL UNTITLED’S AGGREGATE LIABILITY TO RESELLER OR TO ANY END USER ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED THE FEES PAID TO UNTITLED BY RESELLER HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT TO WHICH SUCH LOSS OR DAMAGE RELATES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN INFORMED OF OR SHOULD KNOW OF THE POSSIBILITY OF INDIRECT DAMAGES. THIS PROVISION SHALL NOT BE SUBJECT TO A CLAIM OF INADEQUACY OF REMEDY. 

 

7. Intellectual Property Rights.

Reseller agrees to Intellectual Property Rights as defined in the Platform Services Agreement.

 

8. Mutual Indemnification.

Untitled agrees to indemnify, defend and hold harmless the Client and its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns from and against any and all losses, liabilities, damages, and penalties and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Client arising from Untitled’s breach of any covenant, agreement, representation or warranty made in this Agreement. 

Client agrees to indemnify, defend and hold harmless Untitled and its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, attorneys and accountants and assigns from and against any and all losses, liabilities, damages, and penalties and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Untitled: (a) arising from Client’s breach of any covenant, agreement, representation or warranty made in this Agreement; or (b) alleging that consulting services infringe the patents, copyrights, trademarks or service marks or other intellectual property rights of such third parties. 

Each Party agrees to promptly notify the indemnifying Party in writing of any indemnifiable claim. The indemnified Party shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom. The indemnified Party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the indemnifying Party shall be entered into without the consent of the indemnified Party, unless the settlement includes an unconditional general release of the indemnified Party which consent will not be unreasonably withheld. 

 

9. Insurance

During the Term, Reseller shall maintain an adequate insurance program which is sufficient to adequately protect against the risks associated with its ongoing business, including the risks which might possibly arise in connection with the transactions contemplated by this Agreement. 

 

10. Term and Termination

The Reseller Services Agreement will begin on the fully executed date. The  agreement shall remain in place until either party provides thirty (30) day written notice of  termination for any or no reason. Upon termination of this Agreement, Reseller and Reseller Customers will no longer have access to Licensed Material or the right to use Services provided.

 

11. Independent Contractors

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents, and the employees including for all Federal and state taxes arising therefrom, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever. 

 

12. Non-Publicity

Each of Reseller and Untitled agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, (iv) as required in accordance to the Agreements Untitled may have with its partners and vendors in order to deliver the service, or (v) as may be required in connection with the enforcement of this Agreement.