Reseller Relationship Clause Samples

Reseller Relationship. Reseller is currently in the business of providing various products and services to third parties who might also use SoftLayer Services. This is a non-exclusive Agreement with no territorial rights. Neither party is a legal representative or legal agent of the other, nor legally a partner of the other (for example, neither party is responsible for debts incurred by the other), and neither party is an employee or franchisee of the other, nor does this Agreement create a joint venture between the parties. Both parties further agree that this Agreement does not establish an agency, or create any relationship of master and servant or principal and agent or sales representative between the parties. The parties shall not use the terms “franchise,” “agent”, “sales agency”, “sales representative”, “joint venturer”, “co-venturer”, or “partnership” to describe the relationship between the parties under this Agreement. Each party is responsible for its own expenses regarding fulfillment of its responsibilities and obligations under the terms of this Agreement. Neither party will assume or create any obligations on behalf of the other or make any representations or warranties about the other, other than those authorized. Each party is an independent contractor under this Agreement and acknowledges that it does not have any authority to act for or in the name of the other party in any manner whatsoever. SoftLayer reserves the right to sell directly to any third party or end user and SoftLayer may have other resellers, distributors or other parties that operate in the same or similar capacity in SoftLayer’s discretion. SoftLayer makes no promises or representations whatsoever as to the amount of business Reseller can expect at any time under this Agreement.

Reseller Relationship. The Parties agree to the mutual software resale terms and conditions set forth on Exhibit D, with pricing set forth on Exhibit F. 8. Internal Use. RA and each of its Affiliates may purchase licenses for PTC Products for its internal use, with pricing set forth on Exhibit F. 9.

Reseller Relationship. 5.1 Customer shall order and purchase the Services directly from Reseller pursuant to a separate agreement specifying price, payment, and other commercial terms. PartnerTap is not a party to such separate agreement but will provide the Services set forth in the Order Form pursuant to this MSA. Customer must submit any claims for refunds or service credits under this MSA to Reseller. Reseller is not an agent of PartnerTap or Affiliate of PartnerTap. Reseller is an independent entity with no authority to bind PartnerTap, make representations or warranties on PartnerTap’s behalf, or otherwise change the MSA. PartnerTap makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties. 5.2 PartnerTap will not be liable for reasonably relying on the accuracy and reliability of written information provided by ▇▇▇▇▇▇▇▇ in making any decision that would give PartnerTap grounds to suspend and/or terminate the Services. PartnerTap may, at its sole discretion, suspend and/or terminate Customer’s use of the Services if Reseller fails to pay any fee or other amount payable by Reseller to PartnerTap on its due date. If (a) Reseller terminates applicable Order Form(s) with PartnerTap relating to Customer, (b) PartnerTap terminates applicable Order Form(s) for good cause, or (c) the applicable resale agreement between PartnerTap and Reseller relating to the sale of PartnerTap Services is terminated, PartnerTap may, but shall not be obligated to, directly provide the affected Services to the Customer pursuant to PartnerTap’s then-current Master Subscription Agreement (for direct sales) for mutually-agreed subscription fees.

Reseller Relationship. 3.1 Customer shall order and purchase the Subscription Service and Non-Subscription Services directly from Reseller pursuant to a separate agreement specifying price, payment, and other commercial terms. Talend is not a party to such separate agreement but will provide the Subscription Services and Non-Subscription Services set forth in the Order Form pursuant to this Agreement. Customer must submit any claims for refunds or service credits under this Agreement to Reseller. Reseller is not an agent of Talend or Affiliate of Talend. Reseller is an independent entity with no authority to bind Talend, make representations or warranties on Talend’s behalf, or otherwise change the Agreement. Talend makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties. 3.2 Talend will not be liable for reasonably relying on the accuracy and reliability of written information provided by ▇▇▇▇▇▇▇▇ in making any decision that would give Talend grounds to suspend and/or terminate the Subscription and/or Non-Subscription Services. Talend may, at its sole discretion, suspend and/or terminate Customer’s orders and/or use of the Subscription and/or Non-Subscription Services if Reseller fails to pay any fee or other amount payable by Reseller on its due date. If (a) Reseller terminates applicable Order Form(s) with Talend relating to Customer, (b) Talend terminates applicable Order Form(s) for good cause, or (c) the applicable resale agreement between Talend and Reseller relating to the sale of Talend Subscription and Non- Subscription Services is terminated. In the event of such termination, Talend may, but shall not be obligated to directly provide the affected Subscription and/or Non-Subscription Services to the Customer pursuant to Talend’s then-current Talend General Terms for mutually-agreed fees.

Reseller Relationship. During the three (3) month transitional period immediately following the Closing, the Parties agree, on request from the Seller, to negotiate on mutually acceptable terms an industry standard VAR agreement pursuant to which Seller or the Seller's Affiliates will be a reseller of Buyer in the territories and upon the terms to be mutually agreed.

Reseller Relationship. Each Party (“Manufacturing Party”) anticipates that the other Party (“Reseller Party”) may desire to be a value-added reseller of the Manufacturing Party’s Licensed Products. If requested in writing by a Party that wishes to act as a Reseller Party, the Manufacturing Party agrees to negotiate in good faith in an effort to achieve mutually agreeable terms under which the Reseller Party would be authorized to resell the Licensed Products of the Manufacturing Party.

Reseller Relationship