RESELLER AGREEMENT

Last Modified: October 17, 2023

This Reseller Agreement (“Agreement”) is dated _______________ (the “Effective Date”), by and between ________________, with its principal place of business at _______________________________ (“Reseller”) and SpotMe. Reseller and SpotMe may be referred to individually as a “Party” or collectively as “Parties”.

BACKGROUND

A.Partner wishes to act as a Reseller of SpotMe (as defined below) in order to facilitate the procurement of new business to SpotMe in the form of generated sales leads, and SpotMe agrees to provide certain services to new clients, based on such leads (collectively, “Services”).

B.SpotMe has adopted a Partnership Program for resale of Services and provision of Professional Services to End Clients (the “Program”).

C.The Parties would like to enter into a written agreement stipulating the Parties’ obligations in relation to Reseller’s participation in the Program.

NOW, THEREFORE, subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity (control, for purposes of this definition, meaning (a) direct or indirect ownership or control of more than 50% of the voting interests of the subject entity or (b) control of management or operational decisions by contract).
“Customer Data” means all information processed or stored on computers or other electronic media by End Client or on End Client’s behalf, or provided to SpotMe for such processing or storage, as well as any information derived from such information. Customer Data includes, without limitation: (a) information on paper or other nonelectronic media provided to SpotMe for computer processing or storage, or information formerly on electronic media; (b) information provided to SpotMe by End Client’s customers or other users or by other third parties; and (c) personally identifiable information from such customers, users or other third parties.
“End Client” means an entity purchasing Services for its own use and not for resale, redistribution, remarketing, or any other use.
“Organization” means a deployment of SpotMe with a defined set of Backstage users. An Organization is the virtual space provided to End Client and includes all End Client’s data, and is separate from all other Organizations.
“Professional Services” means human-based services, including but not limited to implementation of services, introduction and standard training, availability of a program manager/director, an event producer/project manager, and an event coordinator/data analyst.
“Reseller” means the company identified on page 1 of the Agreement that purchases Subscription Services with the intention of selling individual Workspaces to third parties. To qualify as a Reseller, the latter shall: (i) have signed this Agreement; (ii) have entered into an agreement with SpotMe for sale of the Subscription Service; (iii) have complied with the Restrictions on Reseller as described in Section 3 below.
“Service Partner” means a company that provides Professional Services related to the SpotMe Platform to End Clients. In order for the company to qualify as a Service Partner, it shall have at least one employee or contractor who has, as of the Effective Date and subject to the provisions of Section 2.3 below, completed SpotMe’s training program.
“SpotMe” means the company SpotMe Holding SA with registered office at Avenue du Théâtre 1, 4th floor, 1005 Lausanne, Switzerland and including its subsidiaries SpotMe SA with registered office at Avenue du Théâtre 1, 4th floor, 1005 Lausanne, Switzerland, SpotMe Inc. with registered office at 935 W Chestnut St #515, Chicago, IL 60642, USA, SpotMe Pte. Ltd. with registered office at 16 Raffles Quay #33-03, Hong Leong Building, Singapore 048581, Singapore, or SpotMe EOOD, Ulica 17 Henrik Ibsen, 6th floor, 1407 Sofia, Bulgaria.
“SpotMe Platform” means the entire SpotMe solution.
“Subscription Service” means SpotMe’s software-as-a-service offering ordered by End Client under a standalone contract, an order form, or another signed ordering document between SpotMe and End Client.
“Workspace” means a virtual space provided to End Client that includes all the Client’s data related to a specific event. A Workspace belongs to an Organization and is separate from all other Workspaces.
TRAINING AND SUPPORT
1. SpotMe will make available to Reseller, without charge, various webinars, sales materials and other resources necessary to promote the services offered by SpotMe (collectively, “Reseller Toolset”). SpotMe may change or discontinue any or all parts of the Reseller Toolset at any time without notice.
2. Reseller acknowledges that support and maintenance services related to the use of the Subscription Service may be provided directly to End Client and its users.
3. Reseller and/or Service Partner acknowledge that in order to maintain their Reseller or Service Partner status, at least one Reseller/Service Partner employee or contractor shall have completed SpotMe’s training program within the last 12 months. Reseller/Service Partner shall provide evidence for completed trainings not later than January 15 of each contract year. Failure to provide such evidence may result in termination of this Agreement, pursuant to Section 6.4 below or suspension of Backstage access.
RESTRICTIONS ON RESELLER
1. Reseller acknowledges that and agrees to:
2. Failure to meet the restrictions set out in Section 3.1 above may result in termination of this Agreement, pursuant to Section 6.4 below.
PROPRIETARY RIGHTS
1. SpotMe’s Proprietary Rights. No license to any software is granted by this Agreement. SpotMe’s Subscription Service is protected by intellectual property laws, belongs to and is the property of SpotMe or its licensors (if any). SpotMe retains all ownership rights in the Subscription Service. Reseller agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the SpotMe content, or the SpotMe’s Subscription Service in whole or in part, by any means, except as expressly authorized in writing by SpotMe.
2. End Client’s Proprietary Rights. As between Reseller and End Client, End Client retains the right to access and use SpotMe’s Backstage portal, regardless of whether Reseller placed the order with SpotMe for End Client or made or makes payments for End Client. End Client will own and retain all rights to its data. If SpotMe deems it to be necessary based on the relationship status between Reseller and the End Client or the particular situation, SpotMe may communicate directly with End Client and/or may port ownership of the Backstage portal to End Client,
3. Service Partner’s Proprietary Rights. When Reseller also acts as a Service Partner, the latter grants SpotMe a worldwide, limited-term license to use at its own discretion Service Partner's corporate brand name and logo to identify Service Partner as a certified partner on SpotMe’s website or in marketing or publicity materials. Subject to the limited license granted herein, SpotMe acquires no right, title or interest from Service Partner to any of Service Partner’s corporate brand name and other related information.
CONFIDENTIALITY
1. During the term of this Agreement, each party may have access to confidential information of the other Party that the disclosing party identifies as being confidential or that the receiving party reasonably should know is confidential (“Confidential Information”). Confidential Information of SpotMe includes, without limitation, (i) the source code for any software comprising the Services, (ii) any accompanying documentation, (iii) information proprietary to SpotMe or to any person or entity contracted by SpotMe, which provides services, materials, products, or supplies in connection with the Services (a “Supplier”), (iv) this Agreement and the terms, conditions and pricing contained in this Agreement, and (v) all of SpotMe’s technology involved in providing the Services. Except as required by law, neither party shall in any way use or disclose any Confidential Information of the other party except as specifically contemplated by this Agreement or with the prior written consent of the other party.
2. During the term of this Agreement, each party may have access to confidential information of the other Party that the disclosing party identifies as being confidential or that the receiving party reasonably should know is confidential (“Confidential Information”). Confidential Information of SpotMe includes, without limitation, (i) the source code for any software comprising the Services, (ii) any accompanying documentation, (iii) information proprietary to SpotMe or to any person or entity contracted by SpotMe, which provides services, materials, products, or supplies in connection with the Services (a “Supplier”), (iv) this Agreement and the terms, conditions and pricing contained in this Agreement, and (v) all of SpotMe’s technology involved in providing the Services. Except as required by law, neither party shall in any way use or disclose any Confidential Information of the other party except as specifically contemplated by this Agreement or with the prior written consent of the other party.
3. Each party understands that the Confidential Information constitutes valuable business assets of the discloser, and the unauthorized disclosure of Confidential Information may irreparably harm the discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by the recipient, the discloser shall be entitled to seek injunctive relief and any other remedy available at law or equity.
TERM AND TERMINATION
1. Term. This Agreement will apply for as long as Reseller participates in the Program and fulfill all the participation requirements under the Program, until terminated.
2. Termination Without Cause. Both Reseller and SpotMe may terminate this Agreement on thirty (30) days written notice to the other party.
3. Termination for Agreement Changes. If SpotMe updates or replaces the terms of this Agreement, Reseller may terminate this Agreement on ten (10) days written notice to SpotMe.
4. Termination for Cause. SpotMe may terminate this Agreement and/or suspend Reseller’s or End Client’s access to the Subscription Service:
  - upon thirty (30) days’ notice to Reseller of a material breach if such breach remains uncured at the expiration of such period;
  - automatically, within thirty (30) days of Reseller failing to meet the applicable requirements;
  - immediately, if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
  - immediately, if End Client violates SpotMe’s Terms of Agreement or applicable local, state, federal, or foreign laws or regulations;
  - immediately, if Reseller breaches confidentiality obligations under this Agreement or infringes or misappropriates SpotMe’s intellectual property rights;
  - immediately, if Reseller breaches the terms applicable to Reseller’s subscription with SpotMe; or
  - immediately, if SpotMe determines that Reseller is acting, or has acted, in a way that has or may negatively reflect on or affect SpotMe, its prospects, or its customers.
5. Effects of Expiration/Termination. Expiration or termination of this Agreement for any reason other than termination pursuant to Section 6.4 above does not terminate Reseller’s Subscription Service or any Subscription Service Reseller may have purchased on End Client’s behalf. Reseller’s purchase and use of the Subscription Services is governed by the agreement for sale of the Subscription Service.
6. Upon termination or expiration, Reseller will immediately discontinue all use of SpotMe’s trademark and will remove all SpotMe badges and references from its website(s) and other collateral.
REPRESENTATIONS AND WARRANTIES
Reseller represents and warrants that: (i) it has all sufficient rights and permissions to provide the prospect data to SpotMe for SpotMe’s use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) the performance of Reseller’s obligations under this Agreement will not conflict with any of Reseller’s existing agreements or arrangements; (iii) Reseller owns or has sufficient rights to use and to grant to SpotMe the right to use Reseller’s trademarks, service marks and logos; and (iv) Reseller and End Client comply with the Sanctions provisions set out in Section 12.6 below.
INDEMNIFICATION
Reseller will indemnify, defend and hold SpotMe harmless, at its own expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against SpotMe (and its officers, directors, employees, Resellers, service providers, licensors, and affiliates) by a third party not affiliated with SpotMe to the extent that such Action is based upon or arises out of (a) Reseller’s noncompliance with or breach of this Agreement, , or (b) SpotMe’s use of Reseller’s trademarks, service marks and logos. SpotMe will: notify Reseller in writing within thirty (30) days of becoming aware of any such claim; give Reseller sole control of the defense or settlement of such a claim; and provide Reseller (at Reseller’s expense) with any and all information and assistance reasonably requested by Reseller to handle the defense or settlement of the claim. Reseller shall not accept any settlement that (i) imposes an obligation on SpotMe; (ii) requires SpotMe to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on SpotMe without SpotMe’s prior written consent.
DISCLAIMERS; LIMITATIONS OF LIABILITY
1. Disclaimer of Warranties. SPOTME AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SPOTME SERVICES, THE PROGRAM, OR FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SPOTME SERVICES AND THE PROGRAMARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SPOTME DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SPOTME SERVICES AND THE PROGRAMINCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. No Indirect Damages. EXCEPT FOR RESELLER’S LIABILITY ARISING FROM ITS OBLIGATIONS UNDER THE “CONFIDENTIALITY” SECTION, AND RESELLER’S LIABILITY FOR VIOLATION OF SPOTME INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SPOTME IS DETERMINED TO HAVE ANY LIABILITY TO RESELLER OR ANY THIRD PARTY, THE PARTIES AGREE THAT SPOTME’S AGGREGATE LIABILITY WILL BE LIMITED THE TOTAL AMOUNT OF SUBSCRIPTION SERVICES FEES PAID BY RESELLER TO SPOTME IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
NON-EXCLUSIVITY
1. This Agreement does not create an exclusive agreement between Reseller and SpotMe. Both Reseller and SpotMe will have the right to recommend similar products and services of third parties and to work with other parties in connection with the sale and use of similar services and products of third parties.
2. Nothing in this Agreement prevents or limits SpotMe from entering into an agreement for sale of the Subscription Service with End Clients contracted by Reseller.
3. Partner’s participation in the Program is not limited to a single role (a Reseller or a Service Partner), however, the eligibility requirements for each level of participation set out in Section 1 above must be met and maintained separately.
NON-SOLICITATION
Reseller agrees not to intentionally solicit for employment any of SpotMe’s employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both Reseller and SpotMe acknowledge that (i) any public job posting, or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either SpotMe employees or contractors.
GENERAL
1. Amendment; No Waiver. SpotMe may update and change any part or all of this Agreement, including by replacing it in its entirety. If SpotMe updates or changes this Agreement, the updated Agreement will be posted at www.spotme.com/partnerprogram and SpotMe will let you know by email. The updated Agreement will become effective and binding on the next business day after it is posted. When SpotMe changes this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. If Reseller does not agree to the update, change or replacement, Reseller can choose to terminate pursuant to Section 6.3 above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. Applicable Law. This Agreement shall be governed by the laws of Switzerland, without regard to the conflict of laws provisions thereof. In the event either of the parties initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts of the canton of Vaud, Switzerland.
3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. Independent Contractor. The Parties agree that Reseller is an independent contractor of SpotMe and that this Agreement in no way creates any employee/employer relationship or any partnership, agency, or other joint venture or enterprise, between the Parties and neither Party has the right or authority to bind the other Party to any obligation.
5. Compliance with Applicable Laws. Reseller shall comply and shall ensure that any third parties performing sales or referral activities on Reseller’s behalf comply, with all applicable foreign and domestic laws (including without limitation export laws, privacy regulations and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. Reseller shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to SpotMe, its customers, or to the public.
6. Sanctions. None of the Reseller, the End Client, nor, to the knowledge of Reseller, any directors, director nominees, officers, or employees of Reseller, or any affiliate or other person acting on behalf of Reseller, is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); nor is Reseller or End Client located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria; and Reseller or End Client will not directly or indirectly resell or use the Services or otherwise make available such Services to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. Since its inception, Reseller or End Client has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any sanctioned country.
7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
8. Notices. Any notice to SpotMe under this Agreement should be addressed to:
  Avenue du Théâtre 1, 4th floor, 1005 Lausanne, Switzerland
  E-mail: legal@spotme.com
  Attention: Group Legal Counsel
  All notices related to the Agreement will be in writing and will be effective upon (a) personal delivery, (b) the third business day after mailing, or (c), on the day of sending by email. All notices to Reseller will be addressed to the relevant billing contact designated by Reseller.
9. Entire Agreement. This Agreement is the entire agreement between the parties. SpotMe’s obligations are not contingent on the delivery of any future functionality or features of the SpotMe Platform or dependent on any oral or written public comments made by SpotMe regarding future functionality or features of the SpotMe Platform.
10. Assignment. Reseller will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without SpotMe’s prior written consent. SpotMe may assign this Agreement to any Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. No Licenses. SpotMe grants to Reseller only the rights and licenses expressly stated in this Agreement, and Reseller receives no other rights or licenses with respect to SpotMe, SpotMe’s products, trademarks, or any other property or right of SpotMe.
13. Sales by SpotMe. This Agreement shall in no way limit SpotMe’s right to sell its Services, directly or indirectly, to any current or prospective customers.
14. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
The undersigned have executed this Agreement as of the Effective Date first written above:

RESELLER

By: __________________________

Name: _______________________

Title: _________________________

SPOTME

By: __________________________

Name: _______________________

Title: _________________________

RESELLER AGREEMENT

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