Reseller Agreement

 

This Reseller Agreement is an attachment incorporated by reference into the Relationship Agreement, along with any schedules, exhibits, or other attachments entered into by the Parties under this Agreement (collectively, this “Agreement”). This Agreement is made between Peerlogic Technologies Inc., DBA Peerlogic (“Peerlogic”) and the entity agreeing to the terms herein as indicated in the Relationship Agreement (“Company”). Each of Peerlogic and Company is referred to as a “Party” and collectively as the “Parties.”

 

1.DEFINITIONS

The following terms, when capitalized, will have the meanings set forth below:

“Applicable Law” refers to all relevant international, federal, state, and local laws and regulations, including U.S. export laws, rules, and regulations.

“Branding” encompasses trademarks, service marks, logos, and other identifiers.

“Customer” means a client of the Company who purchases Solutions under this Agreement, including any affiliates of such client.

“Documentation” includes technical guides, manuals, knowledge bases, and other written or electronic materials provided or made available by Peerlogic to Company.

“IT Environment” refers to the technical resources and access necessary for Peerlogic’s performance under this Agreement, including but not limited to data, applications, systems, servers, networks, and physical access to facilities.

“Peerlogic Solution Agreements” includes Peerlogic’s Subscription Agreement, Business Associate Agreement, Privacy Policy, and any applicable end-user license agreements for the Solutions, which may be updated from time to time.

“Marketing Materials” means promotional content provided by Peerlogic, either in hard copy or electronic format, to describe and promote the Solutions.

“Order” refers to an order form submitted by Company and approved by Peerlogic for specified Solutions to be provided to the identified Customer.

“Personal Data” includes information that can identify an individual, such as name, contact details, demographic data, biometric records, and financial information.

“Reseller Portal” refers to peerlogic.com/partnerportal or, where available, Peerlogic’s reseller management platform.

“Subscription Term” denotes the subscription duration for Solutions purchased by the Company on behalf of a Customer.

“Solutions” means the services and products offered by Peerlogic as described in the Relationship Agreement.

“Territory” is defined as the United States and Canada.

“Third-Party Products” refers to software, licenses, or other technology products that are separate from Peerlogic’s Solutions and are not provided or sold by Peerlogic.

“Record Systems” refers to third-party data repositories, such as electronic health record systems, specified in an Order and enabled for Customer by Peerlogic.

“Users” means administrative users of the Customer who access and utilize the Solutions.

 

2. COMPANY’S RESELLER OBLIGATIONS

 2.1. Appointment. Peerlogic appoints Company as a non-exclusive reseller of the Solutions within the Territory during the Term, subject to the terms of this Agreement. Company accepts this appointment and agrees to ensure its employees and agents comply with the obligations herein.

 2.2. Responsibilities. The Company will make reasonable efforts to market, promote, and resell the Solutions to secure Customers. The Company will not market or sell Solutions to third parties that (a) have a current business relationship with Peerlogic, or (b) are designated opportunities within Peerlogic’s lead management system, accessible via the Reseller Portal.

 2.3. License Grant. Peerlogic grants the Company a non-exclusive, non-transferable license during the Term and within the Territory to:

  2.3.1. Promote and market the Solutions to prospective Customers using Marketing Materials provided by Peerlogic, including integrating such materials into the Company’s own marketing       materials as permitted under Section 2.4.

  2.3.2. Distribute, sell, and provide the Solutions to approved Customers.

  2.3.3. Reproduce and distribute Documentation provided by Peerlogic to approved Customers and their Users.

  2.3.4. When available, access and use a demonstration account (“Demo Account”) provided by Peerlogic for non-production purposes such as demonstrations and training.

  2.3.5. Internally utilize and reproduce Documentation to support the rights granted under this section.

 2.4. Marketing and Documentation. The Company may distribute and reproduce Peerlogic’s Marketing Materials and Documentation as provided. Any additional materials related to the Solutions that the Company creates must receive prior written approval from Peerlogic. The Company will not modify Marketing Materials provided by Peerlogic without Peerlogic’s prior written consent.

 2.5. Restrictions. The Company will not:

  (a) Market, distribute, or sell the Solutions except as expressly permitted under this Agreement;

  (b) Use Marketing Materials or Documentation outside the scope of permitted activities;

  (c) Remove or alter proprietary notices, such as copyright or trademark indications, on materials provided by Peerlogic;

  (d) Create derivative works based on Peerlogic’s Solutions, Marketing Materials, Documentation, or Confidential Information;

  (e) Make unauthorized representations about the Solutions beyond those in approved materials;

  (f) Use Peerlogic’s materials to develop competing products or services.

 

3. ORDERS, TRAINING, AND SUPPORT

 3.1. Order Process. Orders for Solutions must be submitted by Company through the Reseller Portal or through a Reseller Represenative and are subject to Peerlogic’s review and approval. Company is responsible for ensuring that all information submitted with an Order is accurate and up to date.

 3.2. Training. Peerlogic will provide reasonable training to Company’s personnel to support sales and technical operations. Training will be conducted remotely unless otherwise agreed by the Parties.

 3.3. Support. The Company will act as the first point of contact for Customer inquiries related to the Solutions. Peerlogic will provide second-level support as necessary, in accordance with Peerlogic’s standard support policies.

 

4. FEES AND PAYMENT TERMS

 4.1. Fees. Company will pay Peerlogic the fees specified in the Relationship Agreement for Solutions provided under this Agreement. Fees are due within the timeline outlined in Peerlogic’s invoices unless otherwise agreed in writing.

 4.2. Taxes. Fees are exclusive of taxes. Company is responsible for all applicable taxes arising from its activities under this Agreement, excluding taxes on Peerlogic’s net income.

 4.3. Late Payments. Late payments may incur interest at the maximum rate permitted by Applicable Law, and Peerlogic reserves the right to suspend access to Solutions for non-payment.

 

5. CONFIDENTIALITY

 5.1. Definition. Confidential Information includes all non-public information disclosed by one Party to the other that is marked or identified as confidential or that should reasonably be understood to be confidential.

 5.2. Obligations. Each Party agrees to protect the other Party’s Confidential Information and to use it solely for purposes of this Agreement. Confidential Information must not be disclosed to third parties without prior written consent, except as required by Applicable Law.

 5.3. Exclusions. Confidential Information does not include information that: (a) is publicly available without breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is disclosed by a third party legally entitled to make such disclosure; or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

 5.4. Return or Destruction. Upon termination or expiration of this Agreement, each Party will return or destroy all Confidential Information of the other Party, except as required to comply with legal or regulatory obligations.

 

6. TERM AND TERMINATION

 6.1. Term. This Agreement begins on the Effective Date and continues for the initial term specified in the Relationship Agreement, automatically renewing for successive one-year periods unless terminated in accordance with this Section.

 6.2. Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to remedy such breach within 30 days of receiving written notice.

 6.3. Effect of Termination. Upon termination, the Company will cease marketing and selling the Solutions. Peerlogic may continue to support active Customer subscriptions until their expiration, and any outstanding fees remain payable.

 

7. WARRANTIES

 7.1. Peerlogic Warranties. Peerlogic warrants that the Solutions will conform in all material respects to the applicable Documentation during the Subscription Term. Peerlogic does not guarantee uninterrupted or error-free operation of the Solutions.

 7.2. Company Warranties. The Company warrants that it has the authority to enter into this Agreement and that its activities under this Agreement will comply with all Applicable Laws.

 7.3. Disclaimer. Except as expressly provided in this Agreement, Peerlogic disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

8.LIMITATIONS OF LIABILITY

 8.1. Exclusion of Certain Damages. To the fullest extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue, arising out of or related to this Agreement, even if advised of the possibility of such damages.

 8.2. Cap on Liability. Each Party’s total cumulative liability under this Agreement, regardless of the cause of action, will not exceed the total fees paid by the Company to Peerlogic under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

 

9. INDEMNIFICATION

 9.1. By Peerlogic. Peerlogic will indemnify, defend, and hold harmless the Company from any third-party claims arising from allegations that the Solutions infringe or misappropriate intellectual property rights, provided the Company promptly notifies Peerlogic of such claims and cooperates in the defense.

 9.2. By the Company. The Company will indemnify, defend, and hold harmless Peerlogic from any claims arising from the Company’s marketing, sale, or unauthorized modification of the Solutions, or any breach of this Agreement.

 

10. GOVERNING LAW AND DISPUTE RESOLUTION

 10.1. Governing Law. This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of laws principles.

 10.2. Dispute Resolution. Any disputes arising under this Agreement will be resolved through good faith negotiations between the Parties. If negotiations fail, disputes will be submitted to binding arbitration in Scottsdale, Arizona, under the rules of the American Arbitration Association.

 

11. MISCELLANEOUS

 11.1. Trademark License. Peerlogic grants Company a non-exclusive, revocable, royalty-free license to use Peerlogic’s trademarks, logos, and Branding solely to market and promote the Solutions. Any use must comply with Peerlogic’s branding guidelines, and all rights to the trademarks remain with Peerlogic.

 11.2. Aggregated Data. Peerlogic may collect and use Aggregated Data, which is anonymized and non-identifiable, for purposes such as improving the Solutions, generating insights, and marketing. Peerlogic will not disclose any identifiable data of the Company or its Customers.

 11.3. Audit Rights. Peerlogic reserves the right to audit the Company’s records to ensure compliance with this Agreement, provided that such audits are conducted with reasonable notice and during normal business hours.

 11.4. Force Majeure. Neither Party will be liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, acts of government, or interruptions in internet or communication services.

 11.5. Changes to Solutions. Peerlogic reserves the right to modify, discontinue, or add features to the Solutions at its discretion. Peerlogic will provide reasonable notice to the Company of material changes.

 11.6. Synchronizer Use with Third Parties. The Solutions may interconnect with third-party services at the Customer’s direction. Peerlogic is not responsible for such third-party services, and their use is governed by the third party’s terms and conditions.

 11.7. Notices. All notices under this Agreement must be in writing and delivered to the respective addresses or email addresses specified in the Relationship Agreement.

 11.8. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument.