Terms and Conditions
RESELLER AGREEMENT TERMS AND CONDITIONS
RESELLER AGREEMENT TERMS AND CONDITIONS
THIS RESELLER AGREEMENT (the "Agreement") is made and entered into as of the date of the executed Enrollment Form (the "Effective Date"), by and between GOLD PATRONS LLC, a limited liability company organized and existing under the laws of the State of New York, with its principal place of business at ________________________________ ("Company"), and the ("Reseller").
RECITALS
WHEREAS, Company is engaged in the business of providing certain software as a service ("SaaS") products and related services (collectively, the "Services");
WHEREAS, Reseller desires to market and promote the Services to potential customers in accordance with the terms and conditions of this Agreement; and
WHEREAS, Company desires to grant Reseller the non-exclusive right to market and promote the Services in exchange for certain fees as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
1. "Reseller" means the party identified as such in the preamble to this Agreement.
2. "Company" means Gold Patrons LLC, as identified in the preamble to this Agreement.
3. "Company IP" means all trademarks, service marks, trade names, domain names, logos, designs, and other intellectual property owned by or licensed to Company, including all associated goodwill.
4. "Confidential Information" means any non-public information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "Confidential," "Proprietary," or some similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, technical data, trade secrets, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information. Confidential Information shall not include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party's files and records; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession.
5. "Customer" means any person or entity that purchases the Services through Reseller's marketing efforts pursuant to this Agreement.
6. "Marketing Materials" means any and all materials provided by Company to Reseller for use in marketing and promoting the Services, including but not limited to text, graphics, logos, and links.
7. "SaaS Agreement" means the agreement between Company and a Customer governing the Customer's use of the Services.
8. "Services" has the meaning set forth in the Recitals.
9. "Term" has the meaning set forth in Section 9.1.
2. APPOINTMENT AND SCOPE
1. Appointment. Subject to the terms and conditions of this Agreement, Company hereby appoints Reseller, and Reseller hereby accepts such appointment, as a non-exclusive, independent marketer and promoter of the Services during the Term.
2. No Exclusivity. Reseller acknowledges and agrees that this Agreement does not grant Reseller any exclusive rights to market or promote the Services, and that Company may appoint other Resellers or engage in its own direct marketing efforts at any time and in any territory without restriction.
3. No Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the parties. Reseller has no authority to bind Company or to incur any obligation on behalf of Company, and shall not represent to any third party that it has such authority.
4. Independent Contractor. Reseller is an independent contractor and is solely responsible for all taxes, withholdings, and other similar statutory obligations, including but not limited to, workers' compensation insurance, unemployment insurance, and any other self-employment tax obligations.
3. RESELLER OBLIGATIONS
1. Compliance with Laws. Reseller shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with its activities under this Agreement, including but not limited to laws relating to data privacy, email marketing, telemarketing, and advertising.
2. No Modification of Marketing Materials. Reseller shall not modify, alter, or otherwise change any Marketing Materials without Company's prior written consent.
3. Compliance with Company Policies. Reseller shall comply with all policies, guidelines, and instructions provided by Company from time to time regarding the marketing and promotion of the Services.
4. SaaS Agreement. Reseller acknowledges and agrees that all sales of the Services to Customers shall be subject to the SaaS Agreement, and that Reseller has no authority to modify or amend the SaaS Agreement or to make any representations or warranties regarding the Services that are inconsistent with the SaaS Agreement.
5. No Representations or Warranties. Reseller shall not make any representations or warranties regarding the Services other than those expressly authorized by Company in writing.
6. Cooperation. Reseller shall cooperate with Company in any investigation of fraudulent or allegedly fraudulent activities or of other activities that may violate this Agreement or applicable laws.
4. COMPANY OBLIGATIONS
1. Provision of Marketing Materials. Company shall provide Reseller with Marketing Materials for use in marketing and promoting the Services. Company may modify or update the Marketing Materials at any time in its sole discretion.
2. Technical Support. Company shall provide reasonable technical support to Reseller regarding the implementation and use of the Marketing Materials.
3. Services. Company shall provide the Services to Customers in accordance with the SaaS Agreement.
4. Non-Solicitation. Company shall not solicit any Property owners, Brokers, Agents, or any other affiliated parties that bring business to Company through Reseller for the Term of this Agreement.
5. PAYMENT
1. Payments. Reseller shall pay Company the amount defined on the enrollment form for each Customer. This amount is____ per address.
2. Payment Time. Reseller shall pay Company up to 30 days after invoice has been sent from Company.
3. Payment Rate: Company will give Reseller minimum of 60 day’s notice in the event of a price change per address. This will require a new written agreement of the new price before taking effect.
4. Price Lock in: Reseller will be locked in at the price of this agreement in the event of Company being sold or Majeure event of any kind with Company.
6. INTELLECTUAL PROPERTY
1. License to Reseller. Subject to Reseller's compliance with the terms and conditions of this Agreement, Company hereby grants to Reseller a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Marketing Materials and Company IP solely for the purpose of marketing and promoting the Services in accordance with this Agreement.
2. Ownership. Reseller acknowledges and agrees that Company owns all right, title, and interest in and to the Services, the Marketing Materials, and the Company IP, and that Reseller shall not acquire any right, title, or interest in or to any of the foregoing except for the limited license expressly granted in Section 6.1.
3. Restrictions. Reseller shall not:
1. use the Marketing Materials or Company IP for any purpose other than as expressly permitted under this Agreement;
2. modify, alter, or otherwise change the Marketing Materials or Company IP without Company's prior written consent;
3. use the Marketing Materials or Company IP in any manner that is likely to cause confusion, mistake, or deception;
4. use the Marketing Materials or Company IP in any manner that disparages or discredits Company or its products or services;
5. use the Marketing Materials or Company IP in any manner that infringes, dilutes, or otherwise violates the intellectual property rights of Company or any third party; or
6. register or attempt to register any trademark, service mark, domain name, or other intellectual property that is identical or confusingly similar to any Company IP.
7. Reservation of Rights. All rights not expressly granted to Reseller in this Agreement are reserved by Company.
7. CONFIDENTIALITY
1. Confidentiality Obligations. Each party (the "Receiving Party") agrees to maintain the confidentiality of the other party's (the "Disclosing Party") Confidential Information and to not disclose, distribute, reproduce, or use for any purpose other than as contemplated by this Agreement the Disclosing Party's Confidential Information.
2. Standard of Care. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party's Confidential Information as it uses in safeguarding its own confidential information, but in no event shall less than reasonable care be exercised.
3. Required Disclosures. If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing prior to making any such disclosure in order to facilitate the Disclosing Party seeking a protective order or other appropriate remedy from the proper authority. The Receiving Party agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
4. Return of Confidential Information. Upon the termination or expiration of this Agreement, or upon the Disclosing Party's earlier request, the Receiving Party shall promptly return to the Disclosing Party or destroy all of the Disclosing Party's Confidential Information in the Receiving Party's possession or control.
5. Remedies. The parties acknowledge that a breach of this Section 7 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Section 7.
6. Survival. The provisions of this Section 7 shall survive the termination or expiration of this Agreement for a period of five (5) years.
8. REPRESENTATIONS AND WARRANTIES
1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
i. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
ii. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action;
iii. when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and
iv. it shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with its activities under this Agreement.
Reseller Representations and Warranties. Reseller represents and warrants to Company that:
i. it has the necessary skills, knowledge, experience, and resources to perform its obligations under this Agreement;
ii. it shall perform its obligations under this Agreement in a professional and workmanlike manner;
iii. it shall not engage in any fraudulent, deceptive, or misleading practices in connection with its activities under this Agreement; and;
iv. it shall not make any representations or warranties regarding the Services other than those expressly authorized by Company in writing.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. TERM AND TERMINATION
1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"), unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current Term.
2. Termination. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party.
3. Termination Solicitation. Company may not solicit property owners or customers from Reseller for Twelve months after agreement termination. Customers include, Brokers, Agents, or any other affiliated parties that bring business to Company through Reseller for the Term of this Agreement.
4. Majeure Termination. In the event of a Company Majeure resulting in a termination of Reseller agreement. Reseller will receive six months worth of sales as severance. This value will be based on the total amount of the top preforming twelve months of sales for the past year.
5. Effect of Termination. Upon the termination or expiration of this Agreement:
i. all licenses granted under this Agreement shall immediately terminate;
ii. Reseller shall immediately cease all marketing and promotion of the Services and shall remove all Marketing Materials and Company IP from the Reseller Site and any other marketing channels;
iii. Reseller shall immediately return to Company or destroy all Marketing Materials, Company IP, and Confidential Information in Reseller's possession or control; and
iv. the parties shall have no further obligations to each other except as expressly provided in this Agreement.
Survival. The following provisions shall survive the termination or expiration of this Agreement: Sections 1, 4, 5, 6.2, 7, 8.3, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23.
10. INDEMNIFICATION
1. Mutual Limitation of Liability Clause
Limitation of Liability.
Except for (i) each party’s indemnification obligations under this Agreement, (ii) either party’s breach of its confidentiality obligations, or (iii) damages resulting from a party’s gross negligence, willful misconduct, fraud, or violation of law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages (including lost profits, revenue, business opportunities, or goodwill), even if advised of the possibility of such damages.
For all other claims, the total aggregate liability of either party under or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (a) the total amounts paid or payable by Company to Reseller under this Agreement in the twelve (12) months immediately preceding the claim, or (b) one million dollars ($1,000,000).
2. Indemnification by Reseller. Reseller shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that arise out of or result from:
i. any breach by Reseller of any representation, warranty, covenant, or obligation under this Agreement;
ii. any negligent, reckless, or intentionally wrongful act or omission of Reseller or its employees, agents, or representatives in connection with Reseller's performance under this Agreement;
iii. any failure by Reseller to comply with applicable laws in connection with Reseller's performance under this Agreement; or
iv. any allegation that the Reseller Site, or any content thereon, infringes, misappropriates, or otherwise violates the intellectual property rights of any third party.
Indemnification by Company. Company shall indemnify, defend, and hold harmless Reseller from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that arise out of or result from:
i. any breach by Company of any representation, warranty, covenant, or obligation under this Agreement;
ii. any negligent, reckless, or intentionally wrongful act or omission of Company or its employees, agents, or representatives in connection with Company's performance under this Agreement;
iii. any failure by Company to comply with applicable laws in connection with Company's performance under this Agreement; or
iv. any allegation that the Services, or any content therein, infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, except to the extent such allegation arises from Reseller's modification of the Services or Marketing Materials without Company's authorization.
Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which it seeks indemnification under this Section 10, provided that the failure to give such notice shall not relieve the indemnifying party of its obligations under this Section 10 except to the extent that the indemnifying party is actually and materially prejudiced by such failure. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that the indemnifying party shall not settle any claim without the indemnified party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The indemnified party shall cooperate with the indemnifying party in the defense and settlement of any such claim, at the indemnifying party's expense.
11. LIMITATION OF LIABILITY
1. No Third Party Beneficiaries. Customer nor any party other than Reseller is a party to this Agreement nor do they have any rights or remedies under same.
2. Mutual Limitation of Liability Clause
Limitation of Liability.
Except for (i) each party’s indemnification obligations under this Agreement, (ii) either party’s breach of its confidentiality obligations, or (iii) damages resulting from a party’s gross negligence, willful misconduct, fraud, or violation of law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages (including lost profits, revenue, business opportunities, or goodwill), even if advised of the possibility of such damages.
For all other claims, the total aggregate liability of either party under or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (a) the total amounts paid or payable by Company to Reseller under this Agreement in the twelve (12) months immediately preceding the claim, or (b) one million dollars ($1,000,000).
3. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE, OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Cap on Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY RESELLER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
5. Exceptions. The limitations of liability set forth in Sections 11.1 and 11.2 shall not apply to:
i. damages arising out of a party's indemnification obligations under Section 10;
ii. damages arising out of a party's breach of its confidentiality obligations under Section 7;
iii. damages arising out of Reseller's breach of its obligations under Section 6; or
iv. damages arising out of a party's gross negligence, willful misconduct, or fraud.
12. INSURANCE
1. Insurance Requirements. During the Term, Reseller shall maintain, at its own expense such insurance as may be required by applicable law.
2. Insurance Certificates. Upon Company's request, Reseller shall provide Company with certificates of insurance evidencing the coverage required by this Section 12.
13. FORCE MAJEURE
1. Force Majeure Events. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation:
i. acts of God;
ii. flood, fire, earthquake, or explosion;
iii. war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;
iv. government order or law;
v. actions, embargoes, or blockades in effect on or after the date of this Agreement;
vi. action by any governmental authority;
vii. national or regional emergency;
viii. strikes, labor stoppages or slowdowns, or other industrial disturbances;
ix. shortage of adequate power or transportation facilities; and
x. other similar events beyond the reasonable control of the party affected by the force majeure event (each, a "Force Majeure Event").
Force Majeure Procedure. The party suffering a Force Majeure Event shall give notice to the other party as possible, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
14. GOVERNING LAW AND VENUE
1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule.
2. Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
3. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
15. NOTICES
1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
2. Addresses for Notices. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15):
If to Company:
Gold Patrons LLC
Email:
If to Reseller:
Email:
16. ENTIRE AGREEMENT
1. Entire Agreement. This Agreement, together with any exhibits, schedules, or attachments hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
17. AMENDMENT AND MODIFICATION
1. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
18. WAIVER
1. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. SEVERABILITY
1. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
20. ASSIGNMENT
1. Mutual Assignment. Company nor Reseller shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company or Resellers prior written consent, which consent Company or Reseller may give or withhold in its sole discretion. Any purported assignment, delegation, or transfer in violation of this Section 20.1 is void.
2. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
21. RELATIONSHIP OF THE PARTIES
1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. COUNTERPARTS
1. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
23. MISCELLANEOUS
1. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
2. Construction. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole.
3. Days. Unless otherwise specified, all references herein to "days" shall be deemed references to calendar days.
4. Further Assurances. Each party shall, upon the reasonable request of the other party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
5. No Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed.
By submitting this Reseller Enrollment Form, Reseller acknowledges and agrees that this enrollment is subject to the Reseller Terms and Conditions in their current form and as updated from time to time. Reseller represents that it has read, understood, and agrees to be bound by such Terms and Conditions. No additional or different terms proposed by Reseller shall be applicable unless specifically agreed to in writing by Company.