Effective date July 24, 2024
RESELLER TERMS AND CONDITIONS
THESE ELECTRONEEK RESELLER TERMS AND CONDITIONS (THESE “RESELLER TERMS AND CONDITIONS”) ARE A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, WHO WILL BE REFERRED TO IN THESE TERMS AND CONDITIONS AS “RESELLER” OR “YOU”) AND ELECTRONEEK ROBOTICS, INC., A DELAWARE CORPORATION (“ELECTRONEEK”) FOR THE PARTNERSHIP PROGRAM. IN SUCH SENSE, THESE RESELLER TERMS AND CONDITIONS WILL GOVERN THE RELATIONSHIP BETWEEN RESELLERS AND ELECTRONEEK AND WILL DETERMINE RIGHTS AND OBLIGATIONS OF EACH PARTY.
IF YOU AN INDIVIDUAL WHO IS ENTERING INTO AND ACCEPTING THESE RESELLER TERMS AND CONDITIONS ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO AND ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF THE RELEVANT BUSINESS ENTITY.
1. DEFINITIONS
“ElectroNeek” means ElectroNeek Robotics, Inc. located at 1205 BMC Drive Suite #408, Cedar Park, Texas, 78613, USA.
“ElectroNeek Partnership Agreement” means the access that the Reseller receives to our ElectroNeek RPA Platform in order to learn about the services, the platform and the operation of the software, market and promote the Software and sublicense the Software to the third parties -end users-.
“Reseller” means an entity with which ElectroNeek has a valid Reselling Order in place for promoting and distributing the ElectroNeek RPA Platform. In this regard, ElectroNeek authorizes the Reseller to market and promote the Software with potential customers.
“End User” means the entity identified in the License Order as “User” or otherwise identified in the License Order as the End User. The License Order in all the cases will be entered by ElectroNeek and the End User.
“Agreement” means these Reseller Terms and Conditions and any other terms referenced in this document;
“Related Companies” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where “Control” means control of greater than 50 % of the voting rights or equity interests of a Party;
"Authorized Payment Method" means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
"Billing Period" means the period for which you agree to prepay fees under a Partnership Agreement and/or a Reselling Order. This may be the same length as the Term specified in the Reselling Order, or it may be shorter.
“Authorized Users” means those Reseller´s employees or consultants to whom ElectroNeek provides user identifications and passwords to User’s account, and who must agree to be bound by these Reseller Terms and Conditions. Authorized Users do not include any direct or indirect competitors of the ElectroNeek or any person or entity developing a competing service, and their respective Related Companies, officers, directors, managers, members, employees, contractors, and agents, as well as any person or entity that has an economic or other interest therein. Reseller is responsible for use of the ElectroNeek Services by its Authorized Users and any party who accesses the ElectroNeek Services with an Authorized User’s account credentials.
“Claim” means a claim, action, or legal proceeding filed against a Party;
“Reseller Data” means any information that is imported by or on behalf of Reseller into the ElectroNeek RPA Platform from its internal data stores or other sources not supplied by ElectroNeek. In this regard, means all of Resellers´s files, designs, models, data sets, images, documents or similar material or information inputted, edited, authored, generated, managed, submitted, transmitted to, stored, or otherwise used in connection with the ElectroNeek Services by Reseller;
“Discount” means the percentage that the Reseller will get on each contract entered into with ElectroNeek and a Customer brought by the Reseller, for reselling ElectroNeek Services. This discount will be exposed in the Reselling Order and will be part of the Reseller´s profit.
“Improvements” means all versions, updates, corrections, improvements, modifications, enhancements, variations, derivative works, scripts, any customizations, adaptations or extensions of feature sets of any of the ElectroNeek RPA Platform components, or any software referenced herein, created or acquired by ElectroNeek;
“Intellectual Property Rights” means all common law or statutory rights throughout the world in, arising out of or associated with: (a) all trademarks, service marks, trade dress, logos, trade names, internet domain names and all other indicia of origin, together with all applications, registrations and renewals associated with any of the foregoing, (b) inventions (whether or not patentable or reduced to practice), and all patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisions, extensions, and reexaminations in connection therewith and counterparts thereof, (c) works of authorship (whether or not copyrightable), copyrights and all applications, registrations and renewals associated therewith and all data, databases and database rights, (d) trade secrets, know-how and proprietary and other confidential information, including improvements, technologies, processes, methods, protocols, specifications, plans, techniques, technical data, customer and supplier lists, pricing and cost information and business and marketing plans, reports and proposals), (e) software (including source code, executable code, systems, tools, data, databases, applications, firmware and related documentation) and (f) any similar or equivalent rights to any of the foregoing anywhere in the world. “Intellectual Property” shall mean any material or content of any nature containing Intellectual Property Rights.
“License Fee(s)” means the fees payable by Reseller for the ElectroNeek Partnership Program access and Support provided by ElectroNeek, as set in the applicable Partnership Agreement document or another document signed by the Parties. Also, license fees means the fees payable by Reseller for reselling ElectroNeek Services as set in the applicable Reselling Order.
“Authorization Letter '' means the document that should grant ElectroNeek to the Reseller in order to be able to market and promote the ElectroNeek RPA Platform.
“Reselling Order” means the order form or other written document for the ElectroNeek RPA Platform or related services that is executed between ElectroNeek and Reseller. The Reselling Order is the form that ElectroNeek approved once the prepayment is received from the Reseller. The order form is created by ElectroNeek following Reseller´s purchase of one of our products or services through Salesforce. It contains all of the details about Reseller´s purchase, including the License Term, products and services purchased and fees.
“License Term” or “Reselling Order Term” means the duration of the license for ElectroNeek RPA Platform (or for the provision of Support Services), as specified in the Reselling Order and/or Partnership Agreement, or any shorter term as an effect of the termination of the Agreement;
“License Key” means an electronic activation key that authorizes the use of the ElectroNeek RPA Platform components;
“Manuals” means the materials available on ElectroNeek website;
“Party” and/or “Parties” indistinctly means ElectroNeek and Reseller;
“Professional Services” means any consulting, training, implementation, or technical services provided by ElectroNeek, directly or through subcontractors, to a Reseller;
“Software” means the object code version of any software to which Reseller is provided access as part of the Service, including any updates or new versions.
“Confidential Information”means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by these Terms and Conditions, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of User Content as contemplated by these Reseller Terms and Conditions, User Content is deemed Confidential Information of Reseller. ElectroNeek software and Documentation are deemed Confidential Information of ElectroNeek. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information.
“ElectroNeek Services” means all the services provided by ElectroNeek through ElectroNeek RPA Platform.
“Subscription Service” means all of our web-based applications, tools and platforms that Resellers have subscribed to under an Reselling Order and/or Partnership Agreement or that ElectroNeek otherwise make available to you, and are developed, operated, and maintained by us, accessible via ElectroNeek RPA Platform.
2. LICENSES AND ORDERING PROCESS
2.1. License. ElectroNeek grants to the Reseller a limited, non-exclusive right to use the components of the ElectroNeek RPA Platform specified in the Partnership Agreement, in accordance with the Partnership Program and Manuals as published by ElectroNeek from time to time. Resellers retain all rights, including Intellectual Property Rights, created by the Reseller with the ElectroNeek RPA Platform, in accordance with this Agreement.There are no implied licenses under this Agreement, and any rights not expressly granted to Resellers are reserved by ElectroNeek for its own use and benefit.
2.2. Partnership Agreement. The Partnership Agreement is a purchase order between the Reseller and ElectroNeek. It means the ElectroNeek approved form or online subscription process by which Resellers agree to subscribe to the ElectroNeek Partnership Program access and purchase ElectroNeek Services.
2.3. Reselling Order. The Reselling Order is a purchase order between the Reseller and ElectroNeek. It means the ElectroNeek approved form subscription process by which Resellers resell the Electroneek Services to End Users in exchange for a discount.
2.4. Ordering Process. All Reselling Orders with ElectroNeek for any ElectroNeek RPA Platform components during the term of this Agreement will be deemed to be subject to the provisions of this Agreement, irrespective if a reference to this Agreement is made within the Reselling Order or not. The Reseller is not entitled to enter into any agreement with any Customers, only ElectroNeek will be able to provide the software and enter into License Orders with End Users or Customers, granting a discount to the Reseller that helps to obtain the agreement. The Reseller will be able to promote and marketing ElectroNeek RPA Platform to potential customers and bring these potential customers to ElectroNeek in order to provide a service. If the contract is perfected between ElectroNeek and the End User, the Reseller will be entitled to a discount. The Reseller may promote ElectroNeek products only if they have an authorization letter signed by ElectroNeek.
2.5. License Term. The License Term commences on the date ElectroNeek delivers the License Key (“Effective Date”) and is valid for the term of one year. The access start date will be once the Partnership Agreement is signed by Reseller and ElectroNeek .It is an annual subscription and includes the Support provided by the ElectroNeek. In the event of non-payment of any license fee, ElectroNeek will be entitled to terminate the Reselling Order within 3 days after the deadline for payment prior notification to the Reseller.The expiration date of each License Term, as well as the terms regarding the applicable pricing and quantity, including the selected Licensing Model, will be included on each invoice, Reselling Order and Partnership Agreement.
3. ELECTRONEEK RPA PLATFORM
3.1. During the License Term, Reseller will receive a nonexclusive, non-assignable, worldwide right to access and use the ElectroNeek RPA Platform solely for internal business operations subject to the terms of this Agreement and up to the number of products documented in the Reselling Order and/or Partnership Agreement.
3.2. Reseller acknowledges that the Reselling Order is a services agreement and ElectroNeek will not be delivering copies of the Software to Reseller as part of the Reselling Order and/or Partnership Agreement.
4. RESTRICTIONS
4.1. Reseller shall not, and shall not permit anyone to: (i) copy or republish the ElectroNeek RPA Platform or Software, (ii) make the ElectroNeek RPA Platform available to any person other than authorized users, (iii) use or access the ElectroNeek RPA Platform to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the ElectroNeek RPA Platform or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the ElectroNeek RPA Platform or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the ElectroNeek RPA Platform or use the Documentation in order to build a similar product or competitive product or (viii) enter into any agreements with Customers in order to provide ElectroNeek RPA Platform or (ix) modify the suggested prices for the services provided by ElectroNeek or assure any discounts to Customers for the provisions of ElectroNeek services. Subject to the limited licenses granted herein, ElectroNeek shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Reseller agrees to assign all rights, title and interest it may have in the foregoing to ElectroNeek.
4.2. Reseller will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ElectroNeek Services or the Software; modify, translate, or create derivative works based on the ElectroNeek Services or the Software (except to the extent expressly permitted by the ElectroNeek or authorized within the ElectroNeek Services); or remove any proprietary notices or labels; or use the ElectroNeek Services or the Software with any Customer represents, covenants, and warrants that Reseller will use the ElectroNeek Services and the Software only in compliance with the ElectroNeek’s standard published policies then in effect, if any, (the “Policy”) and all applicable laws and regulations. Reseller hereby agrees to indemnify and hold harmless the ElectroNeek against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Reseller´s use of the ElectroNeek Services or the Software. Although the ElectroNeek has no obligation to monitor Reseller’s use of the ElectroNeek Services or the Software, the ElectroNeek may do so and may prohibit any use of the ElectroNeek Services it believes may be (or alleged to be) in violation of the foregoing. Reseller agrees not to (1) use the ElectroNeek Services or the Software in a way that violates any applicable laws or regulations; (2) distribute viruses or other harmful or malicious computer code via the ElectroNeek Services or the Software; (3) engage in any conduct that disrupts or impedes the ElectroNeek Services or the Software; or (4) engage in “screen scraping,” “database scraping,” “data mining” or any other activity with the purpose of obtaining lists of users or other information from the ElectroNeek Services or the Software or that uses web “bots” or similar data gathering or extraction methods.
4.3. Reseller shall comply with the following:
(a) Reseller shall not use the ElectroNeek RPA Platform for purposes other than the indicated in this Agreement.
(b) Reseller shall not use the ElectroNeek Services in any way that: (i) infringes ElectroNeek’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy; (ii) violates any applicable law, statute, ordinance or regulation; or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
(c) Reseller shall maintain the confidentiality of any usernames and passwords issued by ElectroNeek. Also, Reseller must comply with the confidentiality rules and non-disclosure agreement signed with Electroneek even after the end of the Reselling order term.
(d) Except for purposes of integrating the ElectroNeek Services for resale, Reseller shall not disassemble, decompile, manipulate or reverse engineer ElectroNeek’s Confidential Information or any portion of the ElectroNeek Services. Reseller shall take all necessary steps to prevent unauthorized use or disclosure or disassembly, decompiling, manipulation or reverse engineering of ElectroNeek’s Confidential Information or any portion of the ElectroNeek Services.
4.4. Reseller shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the ElectroNeek Services. Reseller shall also be responsible for maintaining the security of the services, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Reseller account with or without Reseller's knowledge or consent.
4.5. Reseller agrees that during the Term, and for one year after its termination or expiration, Reseller will not directly or indirectly, recruit, solicit or otherwise induce or attempt to induce any ElectroNeek´s employee or independent contractor to leave the employment or independent contractor relationship with the ElectroNeek , nor hire any such employee or independent contractor at any enterprise with which Reseller then linked, or reasonably anticipated becoming linked within the next 12 months, either as a shareholder, member, officer, director, manager, advisor, employee, independent contractor, or customer.
5. PRIVACY AND DATA SECURITY
5.1 Reseller shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the ElectroNeek Services and Reseller Data. Reseller agrees that the ElectroNeek may engage the ElectroNeek Related Companies and the third party sub-processors to process Reseller Data on the ElectroNeek´s behalf in order to provide Reseller with the ElectroNeek Services.
5.2 In the event any Reseller Data is sourced from the European Union/ European Economic Area (“EU/EEA”) or the ElectroNeek Services otherwise involve special privacy or data protection provisions (whether applicable in the EU/EEA or otherwise), the parties may agree to a Data Processing Addendum with additional provisions relating to privacy and data protection.
5.3 Each party will comply with applicable local, state, federal and international law, regulations and conventions related to data privacy, international communications, and the exportation of technical or personal data.
6. THIRD-PARTY ACCESS
6.1. Outsourcing. Reseller may allow its Related Companies, and third-party contractors to operate or access the ElectroNeek RPA Platform solely on User’s behalf, but only for Reseller’s direct business purposes.
6.2. Reseller Responsibility. If Reseller allows any person or entity to operate, use or access the ElectroNeek RPA Platform, Reseller is responsible for ensuring that such person or entity complies with the terms of this Agreement and will be liable towards ElectroNeek as if the actions of that other person or entity would have been its own.
6.3. No Additional Rights. For clarity, the rights granted under this section (Third-Party Access) do not modify the license permissions or increase the number of licenses granted under the Reselling Order and are always subject to the number of licenses actually acquired and the licensing models of the ElectroNeek RPA Platform components, as provided under the Support Terms section.
7. RESELLER RESPONSIBILITIES
7.1 Assistance. Reseller shall provide commercially reasonable information and assistance to ElectroNeek to enable ElectroNeek to deliver the ElectroNeek Services. Upon request from ElectroNeek, Reseller shall promptly deliver User Content to ElectroNeek in an electronic file format specified and accessible by ElectroNeek. Reseller acknowledges that ElectroNeek’s ability to deliver the ElectroNeek Services in the manner provided in the Reselling Order may depend upon the accuracy and timeliness of such information and assistance.
7.2 Compliance with Laws. Reseller shall comply with all applicable local, state, national and foreign laws in connection with its use of the ElectroNeek RPA Platform, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Reseller acknowledges that ElectroNeek exercises no control over the content of the information transmitted by Reseller or the Third-Party Access through the ElectroNeek RPA Platform. Reseller shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
7.3 Unauthorized Use; False Information. Reseller shall: (a) notify ElectroNeek immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to ElectroNeek immediately and use reasonable efforts to stop any unauthorized use of the ElectroNeek RPA Platform that is known or suspected by Reseller or any Third-Party Access, and (c) not provide false identity information to gain access to or use the ElectroNeek RPA Platform or the High Risk Activities.
7.4 Administrator Access. Reseller shall be solely responsible for the acts and omissions of its Third-Party Access or Related Companies. ElectroNeek shall not be liable for any loss of data or functionality caused directly or indirectly by the Third-Party Access.
7.5. Reseller Input. Reseller is solely responsible for collecting, inputting and updating all User Content stored on the ElectroNeek RPA Platform, and for ensuring that the User Content does not (i) include anything that actually or potentially infringes or misappropriated the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
8. SUPPORT TERMS
8.1. ElectroNeek Support. During the ElectroNeek Partnership Program, ElectroNeek will provide to the Reseller a Support which includes: (i) Dedicated Program Manager Support; (ii) Certification program; (iii) ElectroNeek Community Forum and (iv) Documentation.
8.2. ElectroNeek will not provide Support to Reseller: (i) where any of the ElectroNeek RPA Platform components has been modified or damaged by the Reseller or anyone other than ElectroNeek without ElectroNeek consent or in breach of these Reseller Terms and Conditions; (ii) if the Incident is caused by hardware malfunction, User’s negligence, willful misconduct or use of the ElectroNeek RPA Platform components in breach of these Reseller Terms and Conditions; (iii) if the Incident is caused due to a third-party software not developed by ElectroNeek.
9. PAYMENT TERMS
9.1. Invoice and Payment. Resellers must pay the fees specified in the Reselling Order and/or Partnership Agreement. All fees are non-cancelable and, save as otherwise provided in these Reselling Terms and Conditions, non-refundable. The fees are invoiced monthly in advance. All invoices will only be delivered electronically to Reseller and will be issued by ElectroNeek Robotics, Inc. ElectroNeek may charge interest at a monthly rate equal to the lesser of 5% per month or the maximum rate permitted by applicable law on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full. Any fees that are unpaid during the billing period as of the date of termination or expiration of this Agreement will be immediately due and payable. All fees are stated in United States Dollars, and must be paid by Reseller to ElectroNeek in United States Dollars.
9.2. Authorized method of payment. Resellers must pay the fees specified in the Reselling Order and/or Partnership Agreement through credit card or debit card within the term granted in the Reselling Order and/or Partnership Agreement.
9.3. Discount. The Reseller will be entitled to a discount established in the Reselling Order of a certain percentage for each contract entered into with an End User brought by the Reseller to ElectroNeek. All contracts entered into with End Users must be signed only by ElectroNeek and End User. On the other hand, the Reseller who brought the End User will sign as a third party. The discount percentage will vary at the discretion of ElectroNeek. In the case of the Partnership Program, the discounts established in the Partnership Terms will be applied, in other cases of Resellers who are not within the Partnership Program, Resellers will only obtain a discount in the case of the first contract, If later the End User decides to renew the usage with ElectroNeek RPA Platform, the Reseller will not obtain any discount.
9.4. Renewal. The ElectroNeek Partnership Program access is renewed automatically on a monthly basis. If the Reseller wishes to cancel the Subscription Service, the Reseller must notify ElectroNeek within 15 calendar days in order to stop the payment in the following month. All notices of non-renewal must be sent by written to churn@electroneek.com within the indicated period, informing the reasons.
9.5. Credit and debit card payments. The Reseller that opts for the credit or debit card payment options, agrees that on the dates agreed between the parties for each payment, ElectroNeek is going to automatically debit the payment for each period from the Reseller credit or debit card provided. Please note that the same method would be applicable for renewals. In this regard, if the Reseller opts to renew the contract, the payments would be automatically debit from the Reseller´s credit or debit card provided on the dates agreed by the parties.
9.6. Failure to Pay. If the Reseller fails to pay any amount due under this Agreement per the payment terms in the Reselling Order and/or Partnership Agreement, ElectroNeek will send to the Reseller a reminder notice. In the event of non-payment of any monthly fee, the Reselling Order must be revoked within a period of up to 3 working days and they will lose access to the ElectroNeek RPA Platform. In this case, in order to recover the Subscription Service, the Reseller must pay again the prepayment required to obtain access to the ElectroNeek trail access and sign a new Partnership Agreement.
9.7. Early Cancellation. In case that Reseller opts to cancel the Subscription Service the request must be notified in writing to churn@electroneek.com via email in the term of 15 calendar days. We will not provide any refunds of prepaid or unused Subscription Fees, and Reseller will promptly pay all unpaid fees due through the end of the Reselling Order Term.
9.8. Disputes. If Reseller believes in good faith that ElectroNeek has incorrectly billed Reseller, Reseller must contact ElectroNeek in writing within 15 calendar days of the invoice date, specifying the error. If ElectroNeek and Reseller will not settle the dispute amicably in a term of maximum 30 (thirty) calendar days, then the dispute shall be referred to a court of law in accordance with the Governing Law Venue section. Reseller will pay the undisputed portions of the invoice.If no type of notification is received, the invoice will be considered correctly issued and must be paid by the Reseller.
9.9. Taxes. Prices do not include applicable taxes like, but not limited to, VAT and digital services tax. All payments will be made in cleared funds. Reseller shall be responsible for payment of all sales and use taxes, value added taxes (VAT), digital services, or similar charges relating to Reseller’s purchase and use of the services. Resellers shall not be liable for taxes based on ElectroNeek´s net income, capital or corporate franchise.
9.10. Withholding Tax (“WHT”). Reseller shall comply with all the informative regimes, filing of affidavits and tax returns that could emanate from these Reselling Terms and Conditions in their country and, if WHT apply according to local regulations, provide a valid tax receipt verifying payment of the WHT or withholding tax certificate to the relevant tax authority within 30 calendar days from the date of the payment. If Reseller does not provide this tax receipt within the specified time period, then all fees, inclusive of the WHT, will be immediately due and payable, and failure to pay these fees may result in your account being suspended for non-payment.
9.11. Changes. ElectroNeek is entitled to establish its own License Fees, at its own discretion.The License Fee can be modified at any time by ElectroNeek and the Reseller must be notified via email within 10 calendar days of the application of the new price policy.
9.12. Payment Information. Resellers should keep the Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees, as applicable. In this regard, Reseller must verify that the address indicated on ElectroNeek RPA Platform is correct and that there are no errors since it will be the one that we will take into account for tax purposes. If you are a Reseller from the United States, your address will determine the sales tax rate to be applied unless you provide a certificate of exemption.
10. THIRD PARTY INTELLECTUAL PROPERTY CLAIMS
10.1. ElectroNeek Obligations. ElectroNeek will defend, at its expense, any third-party Claim against Reseller during the Reselling Order Term to the extent the Claim alleges that the ElectroNeek RPA Platform infringes the third party’s patent, copyright, or trademark, or that ElectroNeek has misappropriated the third party’s trade secret (“IP Claim”). ElectroNeek will pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by ElectroNeek).
10.2. Conditions. ElectroNeek will have no liability for any IP Claim: (A) that arises from any: (i) use of the ElectroNeek RPA Platform in violation of these Reselling Terms and Conditions; (ii) modification of the ElectroNeek RPA Platform by anyone other than ElectroNeek; (iii) failure by Authorized User to install the latest updated version of the ElectroNeek RPA Platform, as requested by ElectroNeek to avoid infringement; or (iv) third-party products, services, hardware, software, or other materials, or combination of these with the ElectroNeek RPA Platform, if the ElectroNeek RPA Platform would not be infringing without this combination; or (B) if Reseller fails to: (i) promptly notify ElectroNeek in writing of the IP Claim; (ii) provide ElectroNeek with reasonable assistance requested by ElectroNeek for the defense of the IP Claim; (iii) provide ElectroNeek with the exclusive right to control or settle the IP Claim; or (iv) refrain from making admissions about the IP Claim without ElectroNeek’s prior written consent.
11. LIMITATION OF LIABILITY
11.1. Damage Exclusion. Neither Party will be liable to the other Party for any special, indirect, moral, consequential, incidental, punitive, or exemplary damages, including without limitation, damages for lost business, profits, data or use of any service, incurred by either party, or any third party in connection with these Reselling Terms and Conditions, the use or inability to use the ElectroNeek RPA Platform, computer malfunction or failure, server down time, failure of the ElectroNeek RPA Platform to operate with any other programs, loss of profits, reputation, use, or revenue, loss or corruption of data, or interruption of business. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
11.2. Liability Cap. The maximum aggregate liability of each Party for each and all Claims (individually and together) under or relating to these Reselling Terms and Conditions or its subject matter will not exceed an amount equal to the License Fee paid under these Reselling Terms and Conditions for the 12 months before the initial Claim. This limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit payment obligations as specified in the Payment Terms section.
12. INDEMNIFICATION
12.1 Indemnification by ElectroNeek. If a third party makes a claim against Reseller that the ElectroNeek Services infringes any patent, copyright or trademark, or misappropriate any trade secret, or that ElectroNeek´s negligence or willful misconduct has caused bodily injury or death, ElectroNeek shall defend Reseller and its directors, officers and employees against the claim at ElectroNeek’s expense and ElectroNeek shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by ElectroNeek, to the extent arising from the claim. ElectroNeek shall have no liability for any claim based on (a) the User Content, (b) modification of the ElectroNeek Services not authorized by ElectroNeek, or (c) use of the ElectroNeek RPA Platform other than in accordance with the Documentation and these Terms and Conditions.
12.2 Indemnification by Reseller. If a third party makes a claim against ElectroNeek that the Reseller Content infringes any patent, copyright or trademark, or misappropriate any trade secret, Reseller shall defend ElectroNeek and its directors, officers and employees against the claim at Reseller’s expense and Reseller shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Reseller, to the extent arising from the claim.
12.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
13. CONFIDENTIALITY
13.1 Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Reselling Terms and Conditions, and shall not disclose such Confidential Information to any third party. Parties must, and will ensure their Related Companies, employees and/or agents shall, keep the Confidential Information (means and refers to any document and information to which a Party has access during the performance of this Agreement, including but not limited to technical information, business methods, software programs, licensing model, of the other Party) confidential. Neither Party will in any manner, directly or indirectly, use or otherwise employ all or any of the Confidential Information of the other Party for any purpose other than the performance under these Reselling Terms and Conditions. ElectroNeek shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Parties shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. The Reseller acknowledges that if it provides any suggestions or feedback to ElectroNeek, it does so voluntarily and without any obligation of confidence on ElectroNeek in relation thereto who will be entitled to use any suggestions or feedback, in any way and for any purpose.
13.2. The Receiving party shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these Reselling Terms and Conditions and shall disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of these Reselling Terms and Conditions and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
13.3. The Receiving Party’s obligations under this Chapter with respect to any Confidential Information of the Disclosing Party shall not apply to any information that the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under these Terms and Conditions in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
13.4. Neither party will (a) use, or make any copies of, the Confidential Information of the other party except to fulfill its rights and obligations under these Reselling Terms and Conditions, (b) acquire any right in or assert any lien against the Confidential Information of the other, or (c) sell, assign, lease, or otherwise commercially exploit the Confidential Information (or any derivative works thereof) of the other party. Neither party may withhold the Confidential Information of the other party or refuse for any reason (including due to the other party’s actual or alleged breach of this Agreement) to promptly return to the other party its Confidential Information (including copies thereof) if requested to do so. Upon expiration or termination of this Agreement and completion of a party’s obligations under these Terms and Conditions, each party will (except as otherwise provided in these Terms and Conditions) return or destroy, as the other party may direct, all documentation in any medium that contains or refers to the other party’s Confidential Information and retain no copies. Subject to the foregoing confidentiality obligations, either party may retain copies of the Confidential Information of the other party to the extent required to document its performance or for compliance with applicable laws or regulations.
13.5. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
13.6. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of these Reselling Terms and Conditions will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
14. OWNERSHIP.
14.1. As between ElectroNeek and the Reseller, Reseller owns the Reseller Data. Reseller grants to ElectroNeek, its Related Companies, and applicable contractors a limited, royalty-free, fully paid up, non-exclusive license to process the Reseller Data as necessary to provide the ElectroNeek Services as provided in these Reselling Terms and Conditions (and as otherwise instructed by Reseller or an Authorized User). With the exception of a limited license granted to ElectroNeek to use the Reseller Data as set forth herein, the ElectroNeek acquires no right, title, or interest from Reseller or its Authorized Users to the Reseller Data, including any Intellectual Property Rights therein.
14.2. ElectroNeek may aggregate the Reseller Data in a manner that does not identify Reseller or its Authorized Users (“Statistical Data”). On creation, ElectroNeek shall own all Intellectual Property Rights in the Statistical Data and ElectroNeek may use the Statistical Data for any lawful purpose, without a duty of accounting to the Reseller.
14.3. Reseller acknowledges and agrees that ElectroNeek shall own all right, title, and interest in and to the ElectroNeek Services, the Software and Documentation, including any modifications, derivative works, changes, expansions, or improvements, and all related Intellectual Property Rights, without any other or subordinate right whatsoever being held by Reseller. The ElectroNeek shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the ElectroNeek Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Reseller or its Authorized Users related to the features, functionality, or operation of the Software or the ElectroNeek Services (“Feedback”). ElectroNeek shall have no obligation to use Feedback, and Reseller shall have no obligation to provide Feedback. For the avoidance of doubt, the ElectroNeek shall have the right to use the Feedback for any purpose, including to improve and enhance its products and services, to develop new features or functionality, and to otherwise use and exploit such feedback for the ElectroNeek’ business purposes without compensation to Reseller.
14.4. Reseller hereby consents to and approves of the ElectroNeek’s usage of, and inclusion in the ElectroNeek Services, Third-party Content (as defined herein). For the purposes of these Reselling Terms and Conditions, “Third-party Content” means any software, data, font, component, or any other type of content, either in source, compiled, or other form, that is subject to any open-source license or third-party license, in the public domain, or otherwise provided by or licensed from a third party, and includes the Third-party Service. Reseller agrees to hold harmless the ElectroNeek for any failure, deficiency, or disruption in performance of Third-party Content.
14.5. Subject to the express rights and licenses granted by the ElectroNeek in these Reselling Terms and Conditions, Reseller acknowledges and agrees that all Intellectual Property Rights in the Third-party ElectroNeek Services are the sole and exclusive property of the third party from which the services were obtained, and Reseller’s possession, access, or use of the Third-party Content does not transfer any ownership of that Third-party Content or any related Intellectual Property Rights to Customer.
14.6. All rights not expressly granted to Reseller in accordance with this Agreement are reserved absolutely and unconditionally to the ElectroNeek and its licensors.
15. REPRESENTATIONS & WARRANTIES
15.1. ElectroNeek RPA Platform Limited Warranty and Remedy. ElectroNeek warrants that the ElectroNeek RPA Platform, as delivered to Reseller, will substantially conform to the applicable Manuals during the Reselling Order Term, to the extent that the ElectroNeek RPA Platform is used in accordance with the Manuals. Resellers must notify ElectroNeek of a Claim under this warranty within 30 days of the date on which the condition giving rise to the Claim first appeared. To the extent permitted by law, Reseller’s sole and exclusive remedy and ElectroNeek’s sole liability under or about this warranty will be a replacement of the ElectroNeek RPA Platform component, or if replacement is not commercially reasonable, a termination of the applicable ElectroNeek RPA Platform component or services and a refund of pro rata fees pertaining to the ElectroNeek RPA Platform component or service, computed on the basis of the prepaid and unused License Fees.
15.2. Implied Warranties. Except for the express warranties herein, ElectroNeek RPA Platform is provided on an “as-is' ' basis. Neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. ElectroNeek does not warrant the ElectroNeek RPA Platform or its components will run uninterrupted or error free. Resellers bear the entire risk as to the use of the ElectroNeek RPA Platform. Each Party disclaims all liability for any harm or damages caused by any third-party hosting providers.
15.3. ElectroNeek warrants that the ElectroNeek Services will perform in all material respects in accordance with these Reselling Terms and Conditions. ElectroNeek does not guarantee that the services provided through ElectroNeek RPA Platform will be performed error-free or uninterrupted, or that ElectroNeek will correct all ElectroNeek Services Errors. Reseller acknowledges that ElectroNeek does not control the transfer of data over communications facilities, including the internet, and that the ElectroNeek Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by ElectroNeek (express or implied) with respect to the subject matter of these Reselling Terms and Conditions. Neither ElectroNeek nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall ElectroNeek or any of its services providers be liable for unauthorized alteration theft or destruction of User´s or any User´s data, files or programs.
EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS.” ELECTRONEEK, ITS LICENSORS AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ELECTRONEEK EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES.
16. APPLICATION PROGRAMMING INTERFACES
16.1. These Reselling Terms and Conditions shall govern the use of certain application programming interfaces, developer tools, and related features (“APIs”) that allows Reseller to connect to and communicate with the Software provided as part of the ElectroNeek Services. Such APIs are considered to be a part of the ElectroNeek Services, and their use is subject to these Reselling Terms and Conditions. Reseller and its Authorized Users may only access and use the ElectroNeek´s APIs for Reseller’s business purposes, in order to create interoperability and integration between the ElectroNeek Services and other products, services or systems that Reseller may use internally. When using the APIs, Reseller should follow ElectroNeek´s relevant developer guidelines. ElectroNeek reserves the right at any time to modify or discontinue, temporarily or permanently, Reseller’s access to the APIs (or any part thereof) with or without notice. The APIs are subject to changes and modifications, and Reseller is solely responsible to ensure that Reseller’s use of the APIs is compatible with the current version.
16.2. To use the APIs, Reseller must follow any registration or credentialing requirements established by ElectroNeek. Resellers must also follow any documentation or guidelines provided by ElectroNeek related to API usage (“API Documentation”). Unless otherwise specified, the term “API” includes the related API Documentation.
16.3. ElectroNeek retains all right, title and interest in and to the APIs, including all copyrights therein. Subject to the provisions of these Reselling Terms and Conditions, ElectroNeek grants Reseller a world- wide, revocable, non-exclusive license to use the APIs to facilitate the interoperability of the ElectroNeek Services, the Software and the Reseller’s products, services, and add-ons (“Reseller Applications”).
16.4. ElectroNeek may monitor Reseller’s use of the APIs and, from time to time, may place limits on Reseller’s access to the APIs (e.g., limits on numbers of calls). ElectroNeek may also limit API calls or usage if ElectroNeek believes that Reseller’s use of the APIs is in breach of this Agreement or may negatively affect ElectroNeek.
16.5. ElectroNeek has no obligation to provide any maintenance or support for the APIs (or to users of Reseller Applications) or to fix any errors or defects in the APIs. From time to time, ElectroNeek may change the APIs. Future versions of the APIs may not be compatible with User’s Applications developed using previous versions. ElectroNeek will have no liability for the actions described in this section.
17. TERM AND TERMINATION
17.1. Duration. These Reselling Terms and Conditions apply to the ElectroNeek RPA Platform from the Effective Date until the expiration of the applicable License Term or the term for Professional Services.
17.2. Material Breach. If either Party commits a material breach of this Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 calendar days of the notice date, the non-breaching Party may immediately terminate this Agreement upon written notice.
17.3. Effect of Termination. Upon termination or expiration of this Agreement or any License Term the license and associated rights for the ElectroNeek RPA Platform will immediately terminate and Reseller must, at its expense remove and delete all copies of the ElectroNeek RPA Platform. Reseller understands that some or all the ElectroNeek RPA Platform components may cease to operate without prior notice upon expiration or termination of the License Term. The Parties agree that, except as otherwise provided under these Reselling Terms and Conditions, the Reseller will not be entitled to a refund of any fees paid hereunder after the delivery of the License Key or any renewal thereof.
17.4. Suspension for Ongoing Harm. ElectroNeek reserves the right to suspend delivery of the ElectroNeek RPA Services if ElectroNeek reasonably concludes that Reseller or a Third-Party’s use of the ElectroNeek RPA Platform is causing immediate and ongoing harm to ElectroNeek or others. In the extraordinary case that ElectroNeek must suspend delivery of the ElectroNeek RPA Platform Services, ElectroNeek shall immediately notify the Reseller of the suspension and the parties shall diligently attempt to resolve the issue. ElectroNeek shall not be liable to Reseller or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the ElectroNeek RPA Platform Services.
17.5. Notice of Non-Renewal. Unless otherwise specified in Reselling Order, to prevent renewal of the subscription, Reseller must give written notice of non-renewal no later than 15 calendar days prior the License expiration date to churn@electroneek.com via email.
18. GENERAL PROVISIONS
18.1. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except upon written notice of a change of control. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice.
18.2. Data Use Consent. Reseller agrees that ElectroNeek and its Related Companies may collect and use technical information gathered as part of the software support services provided, if any, related to the ElectroNeek RPA Platform. ElectroNeek may use this information solely to improve the software or to provide customized services or technologies to the Reseller and will not disclose this information in a form that personally identifies the Reseller.
18.3. Entire Agreement. These Reselling Terms and Conditions constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between them with respect to such subject matter. Any amendments to these Reselling Terms and Conditions may only be made in writing and become effective when signed by both Parties. In case of any discrepancies between these Reselling Terms and Conditions and a Reselling Order, the terms of the Reselling Order will prevail. The Parties agree any termination of this Agreement shall trigger termination of all Reselling Orders placed on the basis of these Reselling Terms and Conditions, however, termination of a Reselling Order will not trigger termination of these Reselling Terms and Conditions, unless otherwise agreed by the Parties in writing.
18.4. No Other Terms. Any terms or conditions in any purchase order or any other related documentation submitted by or on behalf of Reseller to ElectroNeek do not form part of this Agreement and are void, unless otherwise expressly agreed in writing and signed by both Reseller and ElectroNeek.
18.5. Notices. Any notice given under these Reselling Terms and Conditions must be in writing by e-mail, with a suggestive subject, to the addresses listed below (or addresses notified in writing by either Party) and will be effective the earlier of (i) when received by the Party, or refused by the Party or (ii) the next business day. Matter To ElectroNeek Sales sales@electroneek.com Matter to ElectroNeek Legal Department legal@electroneek.com or Matter related to Non-renewals or Early Cancellation churn@electroneek.com.
All notices under these Reselling Terms and Conditions must be delivered in writing by (i) personal delivery, first-class mail, overnight mail, or confirmed fax or email, to the other party at the address set forth beneath such party’s signature. Notice via email shall be effective upon sending, and all other notices will be effective upon receipt. Either party may change its address by giving notice of the new address to the other party.
18.6. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under these Reselling Terms and Conditions, then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.
18.7. Survival. Sections 4, 7, 9, 10, 11, 12, 13, 15 and 17 of these Reselling Terms and Conditions shall survive the expiration or termination of this Agreement for any reason.
18.8. Statistical Information. ElectroNeek may anonymously compile statistical information related to the performance of the Services for purposes of improving the ElectroNeek RPA Platform, provided that such information does not identify User’s data or include User’s name.
18.9 Compliance with Laws. ElectroNeek shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the ElectroNeek Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
18.10. Governing Law, Venue. These Reselling Terms and Conditions are governed by the laws indicated in the below table. For any dispute arising out of or relating to these Reselling Terms and Conditions (if the Parties do not reach a settlement within 60 days), the Parties consent to personal jurisdiction in, and the exclusive venue of, the courts indicated in the below table. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. To the fullest extent permitted by law, each of the Parties waives any right it may have to a jury trial in respect of litigation directly or indirectly arising out of, under or in connection with these Reselling Terms and Conditions. If a waiver of jury trial is deemed by any court of competent jurisdiction as not being enforceable for any reason, then to the fullest extent permitted by law, each of the Parties hereto agree to binding arbitration as determined in good faith by the Parties.
| Applicable law Venue | Venue |
| the State of Texas Law | Courts of Cedar Park, TX |
18.13. Privacy. During the performance of this Agreement each Party may collect, store and use personal data related to the other Party’s representatives or employees, such as their name, telephone number, e-mail address, job title. This personal data may be collected from the other Party or directly from the representatives or employees and it is necessary to allow the parties to enter into and perform this Agreement. Each Party will be responsible for informing its own representatives or employees of the processing of their personal data as provided in these Terms and Conditions. Each Party is responsible for complying with the applicable data protection legal requirements for the purposes of these Terms and Conditions. If any of the Parties would at any time act as a data processor on behalf of the other Party during the performance of this Agreement, the Parties shall enter into a data processing agreement in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or equivalent.
18.14. Severability. If any provision of these Reselling Terms and Conditions are or become illegal, invalid or unenforceable for any reason, all other provisions of the Agreement remain in force and shall produce legal effects.
18.15. Third Party Providers. If Reseller uses certain features of the ElectroNeek RPA Platform in conjunction with third party data, products, services, and platforms, then Reseller is responsible for complying with the terms and conditions required by such third-party providers, and all such use is at Reseller’s own risk. These Reselling Terms and Conditions are an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
18.16. Third Party Licenses. The ElectroNeek RPA Platform contains or may be used in conjunction with other software, including open source, which are the property of their respective owners and are licensed under their respective licenses specified in the Third Party Licenses section on the ElectroNeek website, as updated from time to time or communicated to the Reseller.
18.17. Export. Notwithstanding anything from the above, each Party acknowledges that the ElectroNeek RPA Platform may be subject to export control regulations as set forth by (i) the U.S. Department of Commerce Export Administration Regulations (EAR), U.S. Department of State International Traffic in Arms Regulations (ITAR) or other requirements of the U.S. Government; (ii) European Commission regulations; (iii) United Nations Security Council resolutions (the “Export Control Regulations”) regulating the export and re-export of the ElectroNeek RPA Platform. Each Party represents that it is not named on any Export Control Regulations list of restricted parties. Parties hereby agrees and undertakes that it shall not knowingly export or re-export the ElectroNeek RPA Platform (or any product, process or service resulting directly there from), directly or indirectly, to any country or a foreign national of a country in violation of any such Export Control Regulations.
18.18. Anti-Corruption. Each Party confirms it has not been offered or received any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employees or agents in connection with these Terms and Conditions. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. Any violation of the above restriction will be promptly notified to legal@electroneek.com.
18.19. Waiver. Neither failure to exercise, nor any delay in exercising, any right, power or remedy under these Reselling Terms and Conditions shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Reselling Terms and Conditions are cumulative and not exclusive of any rights or remedies (provided by law). Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
18.20. No Partnership. Nothing in these Terms and Conditions is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the Parties and neither Party has authority to bind the other Party.