CLOUD SERVICES RESELLER AGREEMENT

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CLOUD SERVICES RESELLER AGREEMENT

This Cloud Services Reseller Agreement (“Agreement”) is made by and between the Person/Entity specified on the applicable Shivcloud Reseller Application (“Reseller”) and Shivcloud Private Limited, a Company deemed existing under the provisions of the Companies Act, 2013 and having its Registered Office at Shivcloud Office No: 101 Pratap Nagar Mayur Vihar Phase-1 New Delhi 110091 (“Shivcloud/Distributor”). This Agreement shall be deemed to be effective as of the date Reseller accepts this Agreement, electronically or otherwise (“Effective Date”). Reseller and Shivcloud hereby agree as follows:
1. Definitions
  • Addendum/Amendment means any service-specific/CSP specific Addendum/Amendment applicable to the Cloud Services to be compiled by the Reseller and / or End Users in the Territory, which shall be deemed to be made part of this Agreement.
  • Cloud Service or Cloud Services means any service that is provided over the internet by CSP and offered for sale by Shivcloud to Restore from time to time including any additional Support Services. Cloud Services include but are not limited to Email as a Service (“EaaS''), Software as a Service (“SaaS”), Platform as a Service (“PaaS'') and Infrastructure as a Service (''IaaS”). Additional information regarding each Cloud Service may be found in the documentation applicable for each such service which the Reseller should know by referring to such documentation.
  • Cloud Service Provider or CSP means a third-party provider of Cloud Services for the purpose of consumption by the End Users through a network of authorized Cloud Services Resellers.
  • CSP Agreement means an Agreement between Shivcloud and a CSP authorizing Shivcloud to grant the rights and authority to resell the Cloud Services to Resellers and /or End Users under this Agreement.
  • Cloud Subscription means any service which is broadly categorized under IaaS, PaaS or SaaS, which is offered under the monthly / Annual or any other defined period in a subscription model as defined by the respective CSP. The generic term of subscription is understood as without the ownership of the assets, the end user can subscribe for those assets on pay –as- you-use model.
  • Confidential Information means any and all information, in any medium, which is provided by one party to this Agreement (“Discloser”) to the other party (“Recipient”) including, without limitation, information that is either (i) related to business practices, financial statements, financial information, pricing, know-how, vendors, resellers, CSPs, Resellers, End Users, customers, Cloud Services, methods, techniques, processes, apparatuses, and employee data; (ii) marked using a legend such as “confidential,” “proprietary” or similar words or if disclosed orally must be confirmed as such by the Discloser; or (iii) any information which Recipient should have reasonably considered to be confidential under the circumstances surrounding disclosure.
  • Consumption Based Billing shall mean any service IaaS, PaaS or SaaS being billed after the consumption of the services. The billing time frame and the unit of time measurement is defined by the respective CSP. The time duration can vary from per minute, per hour, per day, per week, per month, per quarter as laid down by the service provider vendor. The billing is done on the basis of the actual consumption unit of the services.
  • Committed Consumption shall mean any service IaaS, PaaS or SaaS is priced assuming a minimum time commitment and is invoiced in advance assuming a minimum committed time duration. The time duration varies from 1 day to week, to month etc., depending upon what is defined by CSP.
  • Documentation means any and all additional documents, policies, procedures, programs,requirements, criteria and/or information relating to the sale and usage of the Cloud Services, including but not limited to the Authorized Use Policy, Statements of Work, and/or Service Level Agreements (“SLAs''). Shivcloud may update or modify the Documentation from time to time; provided that changes to the Documentation will not result in a material reduction in the level of performance or availability of the applicable Cloud Services provided to Reseller for the duration of Term hereof. Reseller must accept and comply and shall notify its End Users to accept and comply with the terms of any applicable Documentation.
  • End User means a user of a Cloud Service who uses the same for its own internal purpose and who shall not resell the same to any third party.
  • Purchase Order means an order placed by the Reseller for subscription of Cloud Services.
  • Support Service means any additional support services made available by Shivcloud and/or the CSP in respect of a particular Cloud Service.
  • Territory means the geographic region in India.
  • Shivcloud hereby grants the Reseller the non-exclusive right to resell Cloud Services to End Users as provided by the respective Cloud Service Provider who has signed a distribution / reselling agreement with Shivcloud.
    The Reseller agrees to comply with all the terms and conditions of this Agreement while reselling the Cloud Services to End Users.
  • The Reseller shall devote its best efforts for the adequate promotion, marketing, and distribution of the Cloud Services, and will maintain an organization, personnel, Support staff and facilities sufficient, therefore.
  • The Reseller shall resell the Cloud Services only to the End Users and not to any third party. Moreover, the Reseller shall resell the Cloud Services only within the Territory.
  • The Reseller agrees not to take any action that could diminish or harm the reputation or the Goodwill of Shivcloud, CSPs, Cloud Services provider, the intellectual property rights of either Shivcloud or CSP
  • The Reseller shall comply with the terms of this Agreement as well as any other specific requirements put forth by the CSPs from time to time including any other Agreements/Amendments/Addendum. The Reseller acknowledges and understands that this appointment is subject to the other Terms and Conditions of the specific CSPs to be compiled by the Reseller while reselling Cloud Services offered by such CSPs.
  • Resellers shall also comply with other terms and conditions referenced in the various links given by the respective CSP in their agreements, if any, signed with the Resellers or in the web page of such CSP.
  • Training: Reseller and its employees and agents shall comply with all basic and certificate training required to perform the sales, marketing and technical support of the Cloud Services. Distributors may make such training, and any training materials, available for the training of Resellers to the extent made available by Distributor or CSP. Reseller shall provide Distributor the necessary and reasonable space, equipment and on-site facilities for the sole purposes of Distributor’s or CSP’s provision of the basic and certification training.
  • Publications & Specifications. Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogs, price lists, brochures, leaflets, proposals, advertising matter, publications of Distributor or a CSP are intended to be illustrative and approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Cloud Services, unless specifically agreed by written agreement between Reseller and Distributor or constituting Documentation hereunder. No employee or agent of Distributor has any authority to make any representation regarding the Cloud Services. Reseller acknowledges that it has not been induced to accept this Agreement or a Purchase Order hereunder by any representations or statement, oral or written, not expressly contained herein.
  • Nothing contained herein shall be construed as granting to Reseller any right or license to use any trade names, service marks, trademarks, logos and other marks of either Shivcloud or CSP (collectively, “Trademarks”).
  • Nothing contained herein shall be construed as granting Reseller any title or ownership interest in or to the Trademarks and Reseller makes no claim of title or ownership interest in and/or to the Trademarks. Reseller agrees not to register, nor attempt to register, any Trademark which may be confusingly similar to the Trademarks in any jurisdiction.
  • If CSP requires compliance with a formal certification program, then Reseller may be required to demonstrate proof of certification with such a program prior to placing Purchase Orders for Cloud Services with Shivcloud. If CSP does not require compliance with a formal certification program, then Reseller may be required to meet the additional criteria set forth in any Documentation prior to placing Purchase Orders with Shivcloud.
  • Reseller may not distribute any Cloud Services to any End Users unless an End User enters into an agreement with Reseller (the “End User Agreement”) that at a minimum: (a) completely disclaims Shivcloud’s liability for all matters arising out of or related to this Agreement or the Cloud Services to be provided hereunder to the extent permissible by law and requires the End User to look solely to CSP with respect to such matters, unless otherwise agreed in writing by Shivcloud; (b) requires the End User to agree that all End User use of the Cloud Services shall be lawful and to ensure that each End User complies fully with all applicable laws and regulations in any of its dealings with respect to the Cloud Services; (c) prohibits the End User from reselling or distributing the Cloud Services; (d) indemnifies, defends and holds Shivcloud, and its affiliates, officers, directors, employees and suppliers harmless from and against any third-party claims arising out of or relating to the End User’s (or its authorized users’) use of the Cloud Services; (e) protects CSP’s proprietary rights in the Cloud Services to at least the same degree as the terms and conditions of this Agreement; (f) makes no representations or warranties on behalf of Shivcloud or CSP; (g) specifies CSP and Shivcloud as express intended third party beneficiaries of the provisions in the End User Agreement relating to this Section, to the extent permitted by applicable law; and (h) does not grant any rights to the End User beyond the scope of this Agreement.
  • Reseller may submit a Purchase Order to Shivcloud for Cloud Services hereunder (“Purchase Order”) which must contain the following information: (i) Reseller’s corporate name; (ii) End User’s corporate name; (iii) the specific Cloud Services ordered; (iv) the initial Cloud Services quantity ordered; (v) the committed / consumption based Subscription Term length for each of the Cloud Services ordered; and (vi) any additional information required or set forth in any Documentation (“Purchase Order Requirements''). Shivcloud’s quotes shall not constitute an offer. Any order, request for provision of Cloud Services made through the Portal ``www.shivcloud.in” shall be considered as Purchase order and acceptance of the T&C.
  • No Cancellation. As a general rule, Reseller shall not cancel or reschedule any Purchase Order to Shivcloud at any time, unless permitted by the respective Cloud Service Provider. If cancellation is permitted by a particular CSP, the Reseller shall abide by the terms and conditions of cancellation put forth by the respective CSP. The discontinuation of service is based on the acceptance of cancellation by the CSP.
  • Acceptance of Documentation. Reseller’s submission of any Purchase Order or Direct CSP Order for Cloud Services hereunder shall constitute Reseller’s acknowledgement and acceptance of any applicable Documentation for such Cloud Services. Reseller agrees that it shall be the sole responsibility of the Reseller to forward on any and all applicable Documentation to the End User in respect of a particular Cloud service offered by the Reseller.
  • Prices: The price charged to Reseller for Cloud Services purchased hereunder shall be based on the services sold. All Fees shall be paid annually in advance or monthly in arrears, as set forth in Shivcloud’s portal. All undisputed portions of Shivcloud’s invoices for Fees will be paid by Reseller within fifteen (15) days from the date of invoice. Any discount offered by the CSP to be extended to the reseller price shall be applied either (i) during the ordering time or (ii) during the invoicing of the services, as set forth by the respective CSP or as per the policy of Shivcloud. For CSP with dollar value price, the invoice will be raised in INR taking the conversion rate on the date of invoice. In the event Shivcloud makes a material error or omission when quoting a price, Shivcloud shall be entitled, for a period of fifteen (15) days following the Invoice Date, to increase the price of the related Cloud Services sold to the Reseller by either (a) invoicing the Reseller for the Reseller’s proper list price on the date of the Invoice, or (b) crediting Reseller for the fees paid by Reseller for such Cloud Services.
  • Reseller shall pay cloud hosting fees as per the Invoice raised within the said stipulated time, in the event of any amount over and above claimed is confirmed by CSP, Distributor will provide Credit Note on the excess hosting fees to the Reseller within the period of 15 days from the date of receipt of Credit Note from CSP. Distributor shall suspend/request CSP to suspend End user access of the cloud services on account of nonpayment of invoices in case of any overdue beyond 15 days.
  • If any payables towards Pass through credit, Scheme Pass through declared by CSP, it will be paid by the Distributor to the Reseller upon receipt from CSP and Reseller shall not adjust any amount related to the Invoice raised by the Distributor.
  • Taxes: The Reseller shall be responsible for payment of GST , Octroi, Custom and such other applicable taxes. If at any time before or after delivery to the Reseller of all or any part of the Cloud Services, any duty / tariff / tax or charge of whatsoever nature is imposed / increased with retrospective effect, then the Reseller shall be liable to reimburse the Distributor to the extent of the new imposition or increase thereof. The Reseller shall provide valid TDS Certificate against the sums deducted out of the Fees on the end of each financial quarter, failing which the said deduction shall be considered as nonpayment to the Distributor.
  • In the event actual usage of Cloud Services exceeds the initial quantity ordered on the Purchase Order (“Overage”), Reseller will be billed for any applicable Overage charges on a monthly basis in accordance with any applicable CSP terms or Documentation (“Overage Fees''). All undisputed portions of Shivcloud’s invoices for Overage Fees will be paid by Reseller within fifteen (15) days of Reseller’s receipt of invoice over email or hardcopy, whichever is earlier for such
  • A report may be generated by Shivcloud or CSP, which may be sent or made accessible to the Reseller for forwarding to the End User, indicating the actual level of Cloud Services usage by End Users during a given time period and which may serve as a basis for the invoicing and payment of any Overage Fees or usage-based Fees in accordance with any additional requirements or Documentation.
  • In the event that any Fees/Charges due to Shivcloud from the Reseller, including but not limited to monthly Fees or Overage Fees, Hosting Cost are overdue beyond thirty (60) days, Shivcloud may suspend or may request CSP to suspend End User’s access to the Cloud Service(s) associated with such delinquent payment ("Suspension of Access'') without penalty to Shivcloud. In the event of a Suspension of Access, End User and/or Reseller may be subject to termination and liable to pay any applicable early termination fees (''Early Termination Fees' ') set forth in any applicable Documentation or otherwise imposed by the CSP. Reseller acknowledges that a Suspension of Access may result in liability to Shivcloud and/or CSP and Reseller agrees to fully indemnify, defend and hold harmless Shivcloud, Shivcloud’s affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with any Suspension of Access.
  • All payments for the Cloud Services purchased made by the Reseller to the Distributor at their Registered and Corporate Office at Shivcloud Office No: 101 Pratap Nagar Mayur Vihar Phase-1 New Delhi 110091 / Business Processing Centre at Tiruchirapalli as on the due date mentioned in the Invoice (including electronic Invoices raised to the Reseller). All payments made by Cheque / through any electronic mode including Bank mandate form are subject to realization. The Reseller irrevocably undertakes not to hold payment to the Distributor on account of any dispute between Distributor and Reseller or any third party whatever the reasons. The Reseller shall pay interest at the rate of 24% per annum or the maximum interest allowed under applicable laws for payment made beyond the due date until the date of realization. Without prejudice to the above, Court in Chennai / drawee’s Bank shall have jurisdiction to try all proceedings including compliance under Section 138 of NI Act or Payments and Settlement Systems Act 2007 on account of nonpayment or Negotiable Instrument or any instruments fall under the category of Payment and Settlement Systems Act, exchange between the Distributor and Reseller.
  • In the event of any default on payment beyond the due date by the Reseller, Distributor is entitled to renew the existing / future cloud subscription directly with the End user and Reseller shall not object to the same.
  • Electronic Delivery: CSP shall electronically deliver the Cloud Services (subject to a valid, accepted Purchase Order) directly to End Users, including any additionally required Documentation, for the purposes of this Agreement. Such Cloud Services shall be provided by CSP in accordance with any additional terms and conditions of use provided in any Documentation or URL Link, including, without limitation, the applicable authorized use policy for the Cloud Services (“Authorized Use Policy”), incorporated herein by reference. Reseller and/or End User’s usage of the Cloud Services remains subject, at all times, to the terms and conditions of the CSP’s applicable Authorized Use Policy. Distributor shall not be liable for any losses, damages, claims or liabilities arising out of or in connection with an alleged or actual breach of the CSP’s Authorized Use Policy by any Reseller or End User. Distributor shall not be liable with respect to any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term.
  • Hosting and Data Center Facilities: The hosting and data center facilities supporting the Cloud Services delivered by CSP for usage by the End User shall be provided for and managed by a third party to this Agreement. Distributor shall not be liable in respect of any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term. Reseller shall immediately notify the applicable CSP, in writing, of any such error, loss, breach, damage or interruption. Distributor shall not be liable for any loss, damage or expense whatsoever arising from any breach or error, loss, damage, defect or interruption to the Cloud Services. Any error, loss, damage or interruption of Cloud Services discovered by Reseller and/or End User after delivery shall not entitle Reseller and/or End User to rescind the Purchase Order or the remainder of a Contract.
  • Touch with partner's client: We have given this undertaking that we will not contact my partner's clients without the partner's consent or share the price or any kind of details with my partner's clients, which may cause any problem to my reseller partner.
  • Prohibited: The Shivcloud offer price and details are confidential and interdict share any kind of details or documents with competitors and if we found such type of the activities and information from our source, Then contract will not continue as per the mentioned document we are bound to the take strict action against, Remain the service will be removed from our partner list contact broke effective date won’t any type of refund and service.
  • If applicable, CSP and/or Shivcloud will provide a reasonable level of technical and customer support for the Cloud Services in accordance with the CSP’s and/or Shivcloud’s then-current support policy for the Cloud Services (“Support Terms”), as set forth in the Documentation. Support Terms may include, among other things, the levels of support available to Resellers and/or End-Users, a description of support offerings, applicable hours of operation, number of available skilled resources, languages supported and scheduled maintenance windows.
  • To the extent that CSP provides quality and performance standards in connection with its provision of any Cloud Services purchased hereunder, as set forth in the applicable Documentation, CSP shall be fully responsible for delivery of the Cloud Services in accordance with the terms of such SLAs, including payment of any penalties or return credits in the event of disruption or outages. Unless otherwise agreed by the parties in writing, Shivcloud shall not offer any SLAs in connection with the provision of Cloud Services hereunder. Reseller shall and ensure that the End Users shall not make any claim against Shivcloud in respect of a dispute pertaining to provision of Support Services.
  • Distributor will communicate Reseller on the marketing activities, recent updates and such other sales materials related to cloud services subject to receipt of materials from CSP and make available to the Reseller to its registered emails ids provided by Reseller.
  • Reseller understands and accepts that Shivcloud is not the supplier of the Cloud Services. Accordingly, all Cloud Services are sold subject to the express warranty terms, if any, specified by the original CSP of the Cloud Services or set forth in any applicable Documentation.
  • Reseller may not make or pass on any warranty terms or representations on behalf of CSP or Shivcloud other than the warranty provided by the CSP and shall take all measures necessary to ensure that neither it nor any of its agents or employees shall make or pass on, any such warranty or representation relating to any Cloud Services provided by CSP.
  • Shivcloud DOES NOT GUARANTEE THAT (A) THE CLOUD SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT Shivcloud/CSP WILL CORRECT ALL SERVICES ERRORS, (B) THE CLOUD SERVICES WILL OPERATE IN COMBINATION WITH END USER’S CONTENT OR THEIR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY Shivcloud, AND (C) THE CLOUD SERVICES WILL MEET END USER REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. RESELLER ACKNOWLEDGES THAT Shivcloud DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. Shivcloud IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Shivcloud IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM END USER CONTENT, THEIR APPLICATIONS OR THIRD PARTY CONTENT.
  • Sole Remedy. Reseller agrees Distributor’s sole and exclusive liability to Reseller and End Users regarding any Cloud Services defect claims is limited to the administration of such claims with the CSP and is expressly contingent upon Distributor’s ability to obtain a refund, credit or replacement Cloud Services from the CSP. All charges incurred in returning or replacing Cloud Services are the responsibility of the Reseller.
  • Reseller agrees that Distributor shall not be liable for the misuse/wrongful usage of application security and loss of data stored in Cloud services by Reseller and /or End User. It is the responsibility of Reseller/its End users to follow best practices of Cloud Security services to protect their environment from ransomware or malware attacks.
  • Reseller, its Employees and End Users are solely responsible for their respective portal accounts and shall maintain strict confidentiality of their user credentials and associated critical data. Reseller acknowledges that changing of passwords as specified with the applicable industrial standard password protection practices and sharing of any account information shall be at their own risk only.
  • Reseller, its Employees and End Users are solely responsible for their respective portal accounts and shall maintain strict confidentiality of their user credentials and associated critical data. Reseller acknowledges that changing of passwords as specified with the applicable industrial standard password protection practices and sharing of any account information shall be at their own risk only.
  • The Reseller acknowledges that the terms and conditions of CSP shall govern the Reseller’s transaction with the Distributor under this engagement in addition to the terms and conditions of this Agreement. The Reseller further acknowledges that CSP shall be the third party beneficiary under this engagement and the CSP shall have the right to invoke these terms and conditions against Reseller independently.
  • The Reseller acknowledges that the Distributor shall not be responsible and liable to Reseller, its Customer / end user for any loss of data, business or profit, or any unauthorized disclosure of confidential information or personally identifiable information of the Reseller, its customer / end user which the Reseller would have share while accessing or available services under this engagement.
  • Reseller will indemnify, defend and hold harmless Shivcloud and it's, directors, officers and employees from and against all claims, lawsuits, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with (i) any breach of Clause 6 or where an End User Agreement otherwise fails to protect Shivcloud in the manner described in Clause 6; (ii) termination of Cloud Services by Reseller for no reason, (iii) any injury or damage to persons (including death) or tangible or intangible property, (iv) Reseller’s failure to perform any of its obligations under this Agreement, or (v) the breach or inaccuracy in any material respect of any representation or warranty made by Reseller in this Agreement.
  • Reseller understands and agrees that Shivcloud will not, and has no duty to indemnify, defend or hold Reseller or a third party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts arising out of or in connection with the actual or alleged infringement of a third party's intellectual property rights, including, but not limited to, any CSP, except and only to the extent that a CSP has expressly agreed in writing to offer such indemnification and defense to Reseller on a pass through basis. Reseller acknowledges that the Cloud Services are the intellectual property of the applicable CSP. Nothing contained herein shall be deemed to grant any right or title to such intellectual property to Reseller. Reseller further agrees not to translate, reverse compile or disassemble any object code or software associated with the delivery or usage of the Cloud Services. Reseller will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends associated with the Cloud Services.
  • DISTRIBUTOR’S LIABILITY FOR ANY DIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT AND ANY CONTRACT SHALL BE LIMITED TO, AND SHALL UNDER NO CIRCUMSTANCES EXCEED, THE ACTUAL AMOUNTS PAID BY RESELLER TO DISTRIBUTOR FOR THE CLOUD SERVICES GIVING RISE TO THE CLAIM DURING THE PREVIOUS SIX (6) MONTHS. DISTRIBUTOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF SUCH POSSIBILITIES EARLIER.
  • During the term of the Agreement, Parties agree to keep confidential all the details, data, and other information exchanged between them in respect of their business, products, designs, trademarks, etc. Upon termination of this Agreement, the receiving Party shall promptly return all Information to the disclosing Party without retaining any copy/s of the same in any manner and form upon the disclosing party’s request. Parties agree that no Party will make or cause to be made any press or public announcements about the subject matter of this Agreement, or its existence, without the express written information to the other Party with the contents of such announcements.
  • In connection with this Agreement and the delivery of Cloud Services hereunder, Reseller shall comply with any and all applicable country, federal, state, and local laws, rules, regulations and codes, both domestic and foreign, including, but not limited to, any applicable import, re import, export and re-export laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and economic sanctions programs implemented by the Office of Foreign Assets Control. Reseller is solely responsible for compliance related to the manner in which Reseller and/or End Users choose to use the Cloud Services, including, without limitation, any transfer and processing of End User content, the provision of End User content to third parties and the region in which any of the foregoing occur.
  • Export Control: To the extent any import, re-import, export and re-export control laws or regulations are applicable to the Cloud Services (“Export Control Laws”), Reseller hereby agrees not to export, re-export or otherwise distribute Cloud Services, in violation of any Export Control Laws. Reseller warrants that it will not export or re-export any C loud Services with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities. Reseller further warrants that it will not export or re-export, directly or indirectly, any Cloud Services to embargoed countries or sell Cloud Services to companies or individuals listed on the Denied Persons List published by the US Department of Commerce or the list of Specially Designated Nationals published by the Office of Foreign Assets Control.
  • Anti-Bribery: Neither Reseller, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on behalf of Reseller, in connection with this Agreement, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, Prevention of Corruption Act, or any other applicable Laws. Reseller warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business.
  • Data Privacy Laws: The Reseller shall keep, all the data, including personal data of the Distributor, its employees, its suppliers, vendors and customers, received, made known or had access to during the course of its relationship with the Distributor in strict confidence and shall not disclose the same to any third party. Reseller shall ensure compliance under all applicable data privacy laws while dealing with the information received from the Distributor.
  • Reseller agrees that Distributor may collect, store and use Reseller data, for the purpose of facilitating its marketing and sale of the Cloud Services, and Reseller hereby consents to such collection, storage and use of Reseller data by Distributor for these purposes. Reseller further consents to the use of such data for communicating the Cloud Services and promotional information to Reseller via email or other electronic means unless Reseller notifies Distributor in writing that it does not wish to receive such promotional information.
  • Without limiting to the foregoing, and upon request by Distributor, Reseller agrees to disclose in writing a detailed description of Reseller’s information and data security controls and policies (“Information Security Management Program”). Upon reasonable demand, Distributor shall have the right to examine Reseller’s ongoing compliance with its stated written information controls and security policies.
  • The term of this Agreement shall commence on the Effective Date and shall continue for a period of 1 year (“Initial Term”) and shall automatically renew for additional periods of 1 year each (“Renewal Term”), unless either Party provides the other Party at least 45 days prior written notice of its intent not to renew.
  • Either Party may terminate this Agreement by giving 15 days prior written notice to the other Party without cause. Notwithstanding the foregoing, Reseller shall not be entitled to terminate this Agreement during the Initial Term.
  • Either party may terminate this Agreement if at any time (i) the other party breaches the Agreement, (ii) that breach has a material adverse impact on the non-breaching party, and (iii) the breaching party fails to cure such breach within fifteen (15) days following receipt of written notice describing the breach. Further, either party may terminate this Agreement immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws or any other statutes relating to insolvency. Reseller’s right and authority to purchase, market and sell a particular CSP’s Cloud Services to End Users in the Territory will immediately terminate in the event that the applicable CSP Agreement is terminated or expired. Shivcloud will use commercially reasonable efforts to notify Reseller in advance of any such termination or expiration.
  • Transition Period: Following expiration or termination of the Agreement, unless otherwise set forth in the applicable Addendum, there shall begin a transition period to allow End Users to transition off of the Cloud Services ("Transition Period"). The parties shall continue to be bound by this Agreement during the Transition Period with respect to any Purchase Orders submitted prior to the effective date of expiration or notice of termination, as the case may be, for the duration of any active Subscription Terms ("Surviving Subscription Terms"). During the Transition Period, Reseller shall not enter into any new Purchase Orders, nor shall Reseller renew or extend the Subscription Term for any Surviving Subscription Terms.
  • Termination Assistance: Except as otherwise set forth in the Addendum, Reseller will, at least fifteen (15) days prior to the effective date of termination or expiration of each End User’s Subscription Term during the Transition Period, or as promptly as possible if less time is available, notify the End Users of the impending termination. The parties will cooperate in good faith to provide such End Users with instructions regarding how such End Users may continue to receive the applicable or comparable Cloud Services and to timely transition End Users seeking to maintain continuity of such Cloud Services, including, but not limited to, assignment or transfer of End User Cloud Services subscriptions. The Agreement shall fully and finally terminate upon expiration of the final Transition Period for the final Surviving Subscription Term.
  • No Compensation: Reseller acknowledges, on its behalf and on behalf of the End User that the Reseller and the End Users are not entitled for any damages on account of termination of this Agreement either by the Distributor or otherwise, including direct, indirect, special, consequential damages or for damages on account of loss of business, profit or loss of data, even if advised about such possibilities to the Distributor or otherwise. Reseller waives off all its right to make a claim on the Distributor in the event of termination of this Agreement.
  • Effects: In case the Reseller has made advance payment for a particular service, Shivcloud shall continue the services for the end users and no refund shall be made to the Reseller. Reseller shall not make a claim on the Distributor for refund of charges, either on pro rata basis or otherwise unless this Agreement is terminated by the Distributor voluntarily for no fault of the Reseller or the End User.
  • Force Majeure: For purposes of this Agreement, “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labor, trade disputes, breakdowns, accidents of any kind, pandemics, epidemics, quarantine, or any other causes which are beyond the reasonable control of a party (including delay, interruptions, shortages or outages by Distributor’s CSPs). Neither party shall be liable to the other party or be deemed in breach of this Agreement or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure.
  • Assignment: Reseller may not transfer or assign this Agreement, in whole or in part, or delegate any of its duties hereunder, to a third party by change in control, operation of law or otherwise, without the prior written consent of Distributor. Distributor may assign this Agreement and/or any Purchase Order in whole or in part without the consent of Reseller.
  • Waiver: No delay or failure of either party to enforce any provision of this Agreement will operate as a waiver of the right to enforce that or any other provision of this Agreement, nor will any single or partial exercise of any such rights preclude any other or further exercise thereof. To be effective, any waiver must be in writing, signed by the party providing the waiver.
  • Amendment: Any amendment or modification of this Agreement must be made in writing and signed/agreed by authorized representatives of both the parties hereto.
  • Sub-Contracting: Reseller shall not have the right to sub contract the services under this Agreement in full or in part to any third party without the written consent of the Distributor. In the event of such sub-contracting, the Reseller shall ensure that it informs the Sub-contractor and ensure that the Sub Contractor has agreed all the terms of this Agreement. Provided however, it is the Reseller who shall be solely responsible for the Distributor and the CSP for compliance of the terms of this Agreement by the reseller and such Sub contractor.
  • Relationship of the Parties: In all matters relating to this Agreement, the relationship of the Parties shall be that of independent contractors. Neither party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other party. Nothing stated in this Agreement shall be construed as constituting Shivcloud and Reseller as partners or joint venturers, or as creating the relationship of employer and employee, principal and agent, or master and servant.
  • Governing Law and Jurisdiction: This Agreement shall be construed and governed in accordance with the laws of India without regard to its conflict of laws provisions. Courts in Chennai shall have exclusive jurisdiction. In the event of dispute regarding the terms and conditions and interpretations of the above clauses, the same shall be referred to the Sole Arbitrator Mr.A.Murugan, District Judge (Retd.,) appointed by the parties. The Reseller and End user / Customer explicitly agrees unanimously for the said appointment of the Arbitrator. The sole arbitrator shall adjudicate all the disputes in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any of its subsequent amendments or re-enactment in force for the time being and the award by the Arbitrator is final and binding on both the parties. The arbitration proceedings shall be in English and the seat and venue of arbitration proceedings shall be held at Chennai. The parties herein jointly and mutually agreed and consented to the appointment of Sole Arbitrator, considering the fact that the Arbitrator has no vested interest with any of the contracting parties herein, the contracting parties forego their respective rights raising any dispute on the impartiality of the Sole Arbitrator at all times upon execution of this agreement.
  • Severability: In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and shall be construed so as to best effectuate the intention of the parties in executing it.
  • Survival: Any obligations which either expressly or by their nature are to continue after the termination or expiration of this Agreement shall survive and remain in effect.
  • Notices: Any notices provided under this Agreement shall be deemed given three (3) days after sent by a national overnight delivery service or express mail, and immediately after personal delivery to the other party at the addresses shown above.
  • Audit Rights: Reseller shall keep and maintain true and complete records pertaining to its performance of this Agreement or any Contract hereunder in sufficient detail to permit Shivcloud to accurately determine whether Reseller has fully complied with their terms. Reseller shall make such records available upon reasonable notice, during regular business hours, for inspection and copying by Shivcloud and its representatives. Reseller shall maintain such records for a period of 1 year from the date of termination of Cloud Services.
  • Entire Agreement: This Agreement (together with all Invoices) constitutes the entire agreement between the parties with respect to the purchase of Cloud Services and supersedes any and all written or oral agreements previously existing between the parties and/or their affiliates with respect to the purchase of Cloud Services from Shivcloud. In case of a conflict between the terms of this Agreement and the terms of the Invoice, the terms of the Invoice shall prevail to the extent of such conflict. Any Other Agreements between Reseller and Shivcloud shall not be affected by the execution of this Agreement and the terms of such Other Agreements shall remain in full force and effect with respect to the subject matter set forth in such Other Agreements.
  • Non-Solicitation: Except as otherwise agreed by Shivcloud in writing, during the Term of this Agreement and for a period of twelve (12) months following the date of termination of this Agreement, Reseller hereby agrees not to solicit, induce or hire any employee of Shivcloud involved in the marketing, promotion, sale or distribution of Cloud Services to Reseller to leave their employment or terminate or breach their contract for services with Shivcloud, as the case may be.
  • Construction: Neither party hereto shall be considered the drafter of this Agreement or any provision hereof for the purpose of any statute, case law, rule of interpretation or construction that would or might cause any provision or ambiguity to be construed against the drafter hereof.
  • Declaration: Notwithstanding anything contained herein, the terms and conditions of this Agreement are subject to changes and modifications. The Distributor shall keep updating the terms of this Agreement depending on the CSP terms or amendments proposed by CSP or and such changes are irrevocably binding on the Reseller, its Customer / end user without a need for specific or explicit acknowledgment, execution or sign off from the Reseller. By acknowledging the terms of this Agreement, the Reseller acknowledges further changes that may be made to the Agreement as and when as envisaged above. While the Distributor endeavor to provide notice to the Reseller for such changes, it shall be the Reseller’s exclusive responsibility to check the terms of this Agreement by checking the link every time the Reseller place in order with the Distributor and ensure that the Reseller comply with the requirements as per the updated versions of this Agreement. If the Reseller has any reservations in accepting the updated terms, such objections shall be informed to the Distributor in writing within fifteen days after such proposed amendment/ modification post which the same shall be binding on the Reseller. Alternatively, the Reseller shall have the option to stop placing orders to the Distributor if such amendments are not acceptable to the Reseller, however all Reseller’s earlier orders shall be governed by the new terms unless the Reseller conveyed the Distributor of Reseller’s reservation in writing as provided above.
    Thanks & Regards
    Reseller Team