Sales Literature

Sales literature is not applicable for this SKU.

Service Specific Terms

1. CitizenDeveloper, LLC (“CitizenDeveloper”) has developed and desires to advertise, promote, market and distribute the Platform (as defined below).
2. CitizenDeveloper offers a Channel Partnership Program (“Partnership Program”) with various participation levels and benefits. Participants in this program are referred to collectively in this agreement as a “Reseller”.
3. Reseller desires to advertise, promote, market and distribute the Platform and/or use the Platform to produce custom products and distribute such custom products and the Platform to End Users. Reseller therefore wishes to become a participant in the aforementioned Partnership Program.
4. CitizenDeveloper and Reseller have entered into an Order (as defined below) setting forth the terms and conditions of their agreement.
5. Certain specific terms and conditions regarding advertising, promotion, marketing and distribution of the CitizenDeveloper Properties are set forth in this Reseller Agreement, which is made a part of, and incorporated into, the Order, as more specifically set forth below. Additional terms and conditions may be detailed in the Program

And now for good and valuable consideration and intending to be legally bound, CitizenDeveloper and Reseller hereby agree as follows:

1. APPOINTMENT AS A RESELLER.
   1. Non-Exclusive Reseller. On the terms and subject to the conditions set forth in the applicable Order and herein, CitizenDeveloper appoints Reseller as CitizenDeveloper’s non-exclusive and independent, authorized Reseller of the Platform in the Market during the Term and authorizes Reseller, during the Term, to describe itself in promotional, advertising and marketing materials related to the Platform as an “Authorized Reseller” of the Platform.
   2. Acceptance. Reseller hereby accepts such appointment pursuant to Section 1.1 above and agrees, as a condition to such appointment and the continuation of Reseller’s authorization as CitizenDeveloper’s reseller under this Reseller Agreement, to perform all of Reseller’s obligations hereunder. Reseller may advertise and promote the Platform solely to prospective third-party End Users within the Market.
   3. Resale of License. Additionally, Reseller may resell Platform Licensing when that Licensing (a) is included in an Order between Reseller and CitizenDeveloper, (b) is associated within that Order to an instance of this SKU thereby incorporating this Service Specific Term into the Order, and (c) is being sold solely to End Users within the Market subject to the terms and conditions herein and pursuant to the Order. For clarity, a valid Order between CitizenDeveloper and Reseller under this Agreement must include both the SKU containing the Licensing being offered to the End User and an instance of this SKU, both being necessary to designate an approved instance of resale of Licensing to an End User under this Agreement.

      Reseller may not authorize or appoint any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties to advertise, promote, resell, or distribute the Platform. During the Term, Reseller shall, in accordance with this Reseller Agreement and at its own cost: ensure that End Users receive, are aware of, and accept the terms and conditions of the EULA before using the Platform License and report any actual or suspected EULA non-compliance in writing to CitizenDeveloper and advertise, promote, market, and distribute the Platform to End Users using Reseller’s commercially reasonable efforts. All rights not specifically granted by CitizenDeveloper hereunder are reserved by CitizenDeveloper. Without limiting the generality of the foregoing, CitizenDeveloper reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of the products and services it offers, or to discontinue the service, support of publication, distribution, sale or licensing of any or all of the Platform without liability of any kind.

   4. Compliance With Rules of Conduct. Reseller shall at all times throughout the Term comply with CitizenDeveloper’s then current rules of conduct and ethics for resellers of the Platform, including without limitation the requirements set forth in Section 5.2 below.
   5. Grant of Rights.
      1. License Grant to Support Resale Activities. Subject to the terms, conditions and Platform License (if any) granted pursuant to the Order, CitizenDeveloper hereby grants Reseller a limited, non-exclusive, non-sublicensable and non-transferable (except in compliance with Section 13 below) license in the Market during the Term to (i) use Resellers valid Platform License to demonstrate and distribute the Platform to End Users solely for their use under the EULA, such valid Platform Licenses to include but not limited to certain Licensing SKU’s marked as “Not For Resale (-NFR)”; (ii) use the CitizenDeveloper Marks and reproduce and distribute Marketing Materials, solely to market and promote the Platform under this Reseller Agreement in accordance with CitizenDeveloper’s quality control, usage, and other CitizenDeveloper Mark Guidelines set forth in Section 1.5.3 below which may be supplemented from time to time by CitizenDeveloper; (iii) use, copy, reproduce, integrate, and distribute the Documentation, in whole or in part, in support of the licensed use by End Users. All uses in this Reseller Agreement of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a Platform License: (i) in the case of Reseller, under the Order and this Reseller Agreement; and (ii) in the case of End Users, under the EULA.
      2. License Grant to produce Integrated Products. Subject to the terms, conditions and the designated Platform License granted pursuant to the Order, CitizenDeveloper hereby grants Reseller a limited, non-exclusive, non-sublicensable and non-transferable (except in compliance with Section 13 below) license in the Market during the Term to (i) produce an Integrated Product but only if a valid Order (a) includes a designated Platform License that will be used to produce this Integrated Product, (b) specifies the Integrated Product, and (c) identifies particular End User(s) for whom the Integrated Product will be produced and subject to such Platform License terms and conditions; (ii) demonstrate and distribute the Platform as bundled with the Integrated Products under the valid designated Platform License to End Users solely for their use under the EULA; (iii) use the CitizenDeveloper Marks and reproduce and distribute Marketing Materials, solely to market and promote the Platform and the Integrated Products under this Reseller Agreement in accordance with CitizenDeveloper’s quality control, usage, and other CitizenDeveloper Mark Guidelines set forth in Section 1.5.3 below which may be supplemented from time to time by CitizenDeveloper; (iv) use, copy, reproduce, integrate, and distribute the Documentation, in whole or in part, and integrate the Documentation, in whole or in part, into the Documentation for the Integrated Products, solely in support of the licensed use of Integrated Products or the licensed use by End Users. All uses in this Reseller Agreement of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a Platform License: (i) in the case of Reseller, under the Order and this Reseller Agreement; and (ii) in the case of End Users, under the EULA.
      3. Use Restrictions.
         1. General. Reseller shall not use the CitizenDeveloper Properties for any purposes beyond the scope of the license granted in this Reseller Agreement and the Order. Except as otherwise expressly set forth in this Reseller Agreement, Reseller shall not at any time, directly or indirectly: (A) market, distribute, license, or otherwise make available the Platform on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service (other than through a hosting arrangement expressly approved in advance in writing by CitizenDeveloper); (B) copy, modify, or create derivative works of the CitizenDeveloper Properties, in whole or in part; (C) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the CitizenDeveloper Properties; (D) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part or (E) remove any proprietary notices from the CitizenDeveloper Properties.
         2. Trademark Use Restrictions. All uses of the CitizenDeveloper Marks, and all goodwill associated therewith, will inure solely to the benefit of CitizenDeveloper. Reseller shall not use any CitizenDeveloper Marks (whether individually or in combination, or in whole or in part): (A) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies other than the Platform alone or as part of the Integrated Products as specified herein; (B) as part of Reseller’s corporate or trade name or any domain name; (C) in any way that is likely to cause confusion, mistake, or deception; or (D) in any way that is likely to dilute, tarnish, or otherwise diminish the CitizenDeveloper Marks’ distinctiveness, or jeopardize the reputation of or goodwill associated with the CitizenDeveloper Properties or CitizenDeveloper or the validity of CitizenDeveloper’s ownership of the CitizenDeveloper Properties or the registrations therefor. In performing its obligations hereunder, Reseller may refer to the Platform by the associated CitizenDeveloper Marks, provided that such reference is not misleading and complies with the CitizenDeveloper Mark Guidelines.
      4. Delivery. Delivery of Platform Licenses authorized by the Order shall be made electronically as more particularly set forth in the Order. Risk of loss of any tangible media on which the CitizenDeveloper Properties or components thereof are delivered will pass to Reseller upon Reseller’s receipt of such tangible media at Reseller’s delivery location.
      5. Integration. Reseller is solely responsible for configuring, assembling, making, marketing, packaging, and shipping all Integrated Products.
      6. Recordkeeping and Reporting. Reseller shall maintain books, records and accounts of all transactions and activities covered by this Reseller Agreement and permit full examination thereof by CitizenDeveloper and its representatives in accordance with Section 2.3 below; and within 10 business days after each calendar quarter of the Term, on CitzenDeveloper’s request, submit to CitizenDeveloper in a format acceptable to CitizenDeveloper, then current, complete, and accurate reports sufficient to verify each of the following for such time period: (i) all outstanding orders for Integrated Products; (ii) all Platform Licenses in use by End Users (iii) subject to Section 5.5, all End User Information Reseller collected or otherwise acquired.
   6. Partnership Program. The Partnership Program contains additional qualifications, details, financial terms and other information relevant to Reseller’s decision to enter into this Reseller Agreement. Reseller acknowledges that they have reviewed these Partnership Program details including important qualification criteria and financial aspects of the relationship between Reseller and CitizenDeveloper. Reseller’s acceptance of this Agreement therefore represents Reseller’s agreement to participate in this Partnership Program.

      Note that use of the word “Reseller” in this Agreement is a general term meaning simply a participant in the Partnership Program; use of the word “Reseller” herein does not designate a specific level of participation in the Partnership Program, which may be determined by additional criteria beyond acceptance of this Agreement.

      1. Online Portal. CitizenDeveloper will provide secure access credentials for designated Reseller Sales, Pre-Sales and other personnel to the CitizenDeveloper Portal. The goal of the Portal is to maintain up to date materials and other items to enable efficiency and Reseller-CitizenDeveloper communications. Importantly, access to the Deal Registration Process will be through the Portal.
      2. Reseller Compensation. The Reseller will receive discounts and earn other incentives based on the terms of the Partnership Program. Credited incentives to Reseller will be due and payable 30 days after CitizenDeveloper receives payment in full for the corresponding sale.
      3. Deal Registration. When Reseller identifies an opportunity at a prospective customer that the Reseller would like to register with CitizenDeveloper, Reseller will access CitizenDeveloper’s Portal and enter a deal registration request. All registrations and specific opportunities (and not entities, portions of entities, resellers, or other intermediaries) may be registered. After Reseller submits a request to register a referral opportunity, CitizenDeveloper may accept it via the Portal and/or also via email communications, otherwise, the request will be deemed rejected. CitizenDeveloper may reject a registration request for any reason, including, but not limited to, the referral not being qualified, CitizenDeveloper already being aware of the opportunity, or the request lacked sufficient information.

         Accepted registrations will expire 90 days from the date of acceptance. Reseller may submit a request to renew an existing registration for additional 90-day periods by following the process set forth above for registering an opportunity, and CitizenDeveloper may accept or reject the renewal request for any reason. The date a registration is accepted or, if renewed, shall be the corresponding opportunity’s “Reference Date.”

      4. Changes to Program. Reseller hereby acknowledges that the Partnership Program may be modified from time to time in CitizenDevelopers sole discretion. CitizenDeveloper will provide prompt notice of any material modifications to Partnership Program, and any such changes will be accompanied by no less than 90 days prior notice to the changes taking effect.
2. PRICING AND PAYMENTS. For each copy of a Platform License that is distributed or licensed by Reseller or distributed in or with an Integrated Product, Reseller shall pay CitizenDeveloper the corresponding license fee for that Platform License in the amounts set forth in the Order, with such pricing approval by CitizenDeveloper being required. Reseller may charge End Users at prices determined in Reseller’s sole discretion.
   1. Payments and Costs. Reseller acknowledges that CitizenDeveloper has the right, at any time, to modify any or all of the product and service Prices. CitizenDeveloper shall provide access to the Platform or a URL to the Application upon acceptance of Reseller’s Order and Reseller’s payment in full, except as otherwise mutually agreed in writing. Reseller shall pay the Price in U.S. dollars in immediately available funds via check, ACH or wire transfer, or in such other manner as CitizenDeveloper may approve. Except as otherwise mutually agreed in writing, Reseller shall be responsible for all costs associated with its performance of this Reseller Agreement. All insurance, duty and taxes applicable to Reseller’s purchase and sale of Platform License(s) granted under the Order and this Reseller Agreement shall be paid by Reseller. Reseller will indemnify and hold CitizenDeveloper harmless from any obligation to pay any governmental entity any employer statutory taxes, withholding taxes, social security taxes or other taxes, levies or duties in connection with Reseller’s performance under this Reseller Agreement, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or resulting therefrom.
   2. Invoices. CitizenDeveloper shall invoice Reseller for the Price in accordance with the invoicing schedule and requirements set forth in the Order. Reseller shall pay all undisputed invoices in US dollars immediately upon receipt of an invoice.
   3. Non-circumvent. The undersigned parties, intending to be legally bound, hereby irrevocably agree not to circumvent, avoid, bypass, or obviate each other, directly or indirectly, to avoid payment of fees, commissions, or any other form of compensation in any transaction with any corporation, partnership, or individual, revealed by either party to the other in connection with any agreements between the parties. In the event of circumvention, either directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum services fee it should have realized from such transactions, including all legal expenses in the recovery of funds. The parties undersigned agree to notify the other party prior to the request for any contract and upon reaching of an agreement of any kind. All financial or business records pertaining to the use or resale of CitizenDeveloper Properties or any component thereof are reasonably subject to audit by CitizenDeveloper.
3. END USER LICENSING AND SUPPORT. The relationship between the End User and CitizenDeveloper for use of the Platform shall be licensee and licensor respectively, as specified in the fully executed applicable Order, the Platform Terms of Service and the EULA. Notwithstanding the foregoing, as between CitizenDeveloper and Reseller, Reseller shall be solely responsible for providing customer support to End Users in the market, unless the applicable Order between CitizenDeveloper and Reseller provides otherwise. Reseller will notify CitizenDeveloper immediately in the event that it is unable to respond effectively to any End User request.
4. RESELLER SUPPORT. CitizenDeveloper shall provide Reseller support, technical training or other professional services only when such services are the subject of a duly executed Order as described therein.
5. MARKETING AND PROMOTION OF PRODUCTS.
   1. Promotion. Reseller shall use its best efforts to market and promote the Platform to prospective End Users in the Market, including by: (a) attendance by Reseller at trade shows at which Reseller promotes the Platform, (b) listing the Platform in Reseller’s product lists and Reseller’s other marketing materials, (c) advertising the Platform in trade journals, magazines, and other appropriate publications, and (d) at CitizenDeveloper ‘s request, translating and distributing CitizenDeveloper’s press releases and other publicity and sales materials in the Market.
   2. Marketing Practices. Reseller will at all times perform hereunder in an ethical and professional manner and in accordance with this Reseller Agreement and any guidelines issued by CitizenDeveloper. Reseller will: (a) conduct business in a manner that reflects favorably at all times on the CitizenDeveloper Properties and the good name, goodwill and reputation of CitizenDeveloper ; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to CitizenDeveloper , the CitizenDeveloper Properties or the public, including but not limited to disparagement of CitizenDeveloper or the CitizenDeveloper Properties; (c) make no false or misleading representation with respect to CitizenDeveloper or the CitizenDeveloper Properties; and (d) make no representations with respect to CitizenDeveloper or the CitizenDeveloper Properties that are inconsistent with CitizenDeveloper ‘s EULA for the Platform License, promotional materials and other literature distributed by CitizenDeveloper , including all liability limitations and disclaimers contained in such materials.
   3. Promotional Materials. Reseller consents to the listing of its business name, address, phone number and website addresses in such CitizenDeveloper advertising and promotional materials as CitizenDeveloper may determine in its sole discretion, including product literature and CitizenDeveloper’s websites. During the term of this Reseller Agreement, CitizenDeveloper may provide to Reseller promotional materials with respect to the Platform. Reseller may not use the promotional materials for any purpose other than advertising and promoting the Platform to prospective End Users in the Market. Notwithstanding anything to the contrary herein, Reseller may not distribute any Reseller- created promotional materials with respect to CitizenDeveloper without CitizenDeveloper’s prior written approval of such materials.
   4. Permits, Licenses and Compliance with Laws. Reseller will, at its sole cost and expense, obtain all permits and licenses necessary in connection with its performance of this Reseller Agreement, and will comply with all applicable laws, rules and regulations in the performance of this Reseller Agreement. Without limiting the generality of the foregoing, Reseller will comply with all applicable export laws. Without limiting the foregoing, Reseller agrees that it will not export or re-export the CitizenDeveloper Properties or any component thereof, or any work product or products to any country or territory outside the United States unless prior written consent is given.
   5. Privacy/Data Collection. Reseller will at all times during the term of this Reseller Agreement maintain appropriate technical and organizational measures to protect any prospective End User data or End User data that it collects, accesses or processes in connection with this Reseller Agreement against unauthorized or unlawful use, disclosure, processing or alteration. Reseller shall at all times during and after the Term provide to CitizenDeveloper, in such written, electronic, or other form as CitizenDeveloper may reasonably request for purposes of administering or enforcing the licenses to the Platform and providing maintenance and support or other services to End Users, all information collected, received, processed, or maintained by or on behalf of Reseller from or relating to any End User in connection with the Platform, Integrated Products, including the identification of the Integrated Products distributed to or used by or on behalf of the End User (“End User Information”). For any End User Information consisting of or reflecting personal information Reseller shall: (i) notify and, where required by applicable law, obtain the written consent of, all End Users that their information may be transferred or disclosed to CitizenDeveloper for the foregoing purposes; (ii) maintain appropriate administrative, physical, and technical safeguards for the protection of the privacy, security, confidentiality, and integrity of such End User Information; and (iii) comply, and ensure that its employees, agents, and contractors comply, with all applicable laws regarding data privacy and security, required data breach notifications and personal information.regulations regarding privacy, data collection and data security.
6. OWNERSHIP. All right title and interest in and to the CitizenDeveloper Properties, including all intellectual property rights therein, are and will remain, respectively, with CitizenDeveloper, including without limitation all copyrights, patent rights, trademarks, service mark and trade secret rights and such items may only be used by Reseller as expressly permitted hereunder. Reseller owns all right, title, and interest, including all intellectual property rights, in and to the Reseller Components. Reseller has no right or license with respect to any CitizenDeveloper Properties except as expressly licensed under Section 1.5, in each case subject to the requirements and restrictions set forth in the Order and this Reseller Agreement. All other rights in and to the CitizenDeveloper Properties are expressly reserved by CitizenDeveloper. Reseller hereby unconditionally and irrevocably assigns to CitizenDeveloper its entire right, title, and interest in and to any intellectual property rights that Reseller may acquire in or relating to any of the CitizenDeveloper Properties (including without limitation any rights in derivative works or patent improvements relating thereto and any trademark rights), whether acquired by operation of law, contract, assignment, or otherwise. If Reseller acquires any rights in any CitizenDeveloper Marks by operation of law or otherwise, if such rights are not adequately assigned herein for any reason, it will immediately, at no cost or expense to CitizenDeveloper, assign such rights to CitizenDeveloper along with all associated goodwill. Reseller may not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained within the CitizenDeveloper Properties.
7. EXCEPT AS PROVIDED IN THE APPLICABLE ORDER OR THE PLATFORM TERMS OF SERVICE REFERENCED BELOW AND INCORPORATED HEREIN, ALL CITIZENDEVELOPER PROPERTIES ARE PROVIDED “AS IS” AND CITIZENDEVELOPER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CITIZENDEVELOPER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY REPRESENTATIONS OR WARRANTIES OF OR RELATING TO THE PLATFORM LICENSE, OR ANY OTHER CITIZENDEVELOPER PROPERTIES, MADE TO END USERS ARE MADE SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER’S EULA.
8. INFRINGEMENT INDEMNIFICATION.
   1. CitizenDeveloper indemnification.
      1. CitizenDeveloper shall indemnify, defend, and hold harmless Reseller from and against any and all actual losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Reseller resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) solely that use of the Platform or Documentation in accordance with this Reseller Agreement (excluding any open source software), infringes or misappropriates such third party’s intellectual property rights.
      2. If such a claim is made or appears possible, Reseller agrees to permit CitizenDeveloper, at CitizenDeveloper’s sole cost and expense, to (A) modify or replace the Platform or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Reseller to continue use. If neither of these alternatives are possible notwithstanding CitizenDeveloper’s commercially reasonable efforts, CitizenDeveloper may terminate this Reseller Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Reseller, provided that CitizenDeveloper shall refund or credit to Reseller all amounts paid by Reseller in respect of the Platform or Documentation that Reseller cannot reasonably use as intended under this Reseller Agreement.
   2. Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless CitizenDeveloper and its officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “CitizenDeveloper Indemnitee”) from and against any and all Losses resulting from any Third-Party Claim relating to any Integrated Products or Reseller Components, provided that, where such Integrated Products or Reseller Components incorporate or are combined with the Platform or Documentation, such Losses do not arise solely out of or relate solely to such Platform or Documentation, and further provided that Reseller will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
9. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS RESELLER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THIS RESELLER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE TOTAL AMOUNT PAID BY RESELLER TO CITIZENDEVELOPER UNDER THIS RESELLER AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 9 do not apply to claims pursuant to Section 8 (Infringement Indemnification) and Section 12 (Confidential Information).
10. TERM AND TERMINATION.
    1. Term. The term of this Reseller Agreement begins on the Effective Date and runs concurrently with the designated Platform License in the Order or if not specified, for one (1) year (the “Initial Term”), unless terminated earlier pursuant to the Order, including without limitation any of this Reseller Agreement’s express provisions. This Reseller Agreement will automatically renew concurrently with the designated Platform License or if no Platform License is designated, for three (3) successive one (1) year terms, unless earlier terminated pursuant to the Order or this Reseller Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
    2. Termination. In addition to any other express termination right set forth in this Reseller Agreement:
       1. Either Party may terminate this Reseller Agreement, effective on written notice to the other Party, if the other Party materially breaches this Reseller Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
       2. Either Party may terminate this Reseller Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Termination. Upon any expiration or termination of this Reseller Agreement: (i) all EULA licenses granted to then-existing End Users (other than Reseller) survive in accordance with their terms; (ii) Reseller shall cease to represent itself as CitizenDeveloper’s Authorized Reseller; and (iii) all licenses granted to Reseller hereunder will also expire or terminate, and Reseller shall cease all use of the CitizenDeveloper Properties, and all copies thereof, in whole and in part, including in any production, marketing, distribution, licensing, sale, maintenance, support, or use of the Integrated Products.
11. RELATIONSHIP OF PARTIES; NO FRANCHISE RELATIONSHIP. This Reseller Agreement does not make either party the agent of the other, or create a partnership, joint venture, agency relationship, franchise, or business opportunity or similar relationship between the parties. Neither Party will have any right, power or authority to act or create an obligation, express or implied, on behalf of the other Party in any manner whatsoever. Reseller acknowledges and agrees that its relationship with CitizenDeveloper is that of an independent contractor, and Reseller will not act in a manner that expresses or implies a relationship other than that of an independent contractor. Reseller acknowledges that it does not and will not offer or sell Integrated Products or the Platform License under a business or marketing plan or system prescribed by CitizenDeveloper and that Reseller sells Integrated Products and Platform Licenses at prices set solely by Reseller. CitizenDeveloper and Reseller acknowledge and agree that: (a) Reseller is permitted to promote and sell products and services of companies other than CitizenDeveloper; (b) Reseller is not required to promote CitizenDeveloper products or services exclusively; and (c) Reseller’s decision to devote all or some of its business efforts to the products or services of any particular company is solely in the discretion of Reseller.
12. CONFIDENTIAL INFORMATION; EQUITABLE RELIEF.
    1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) except for trade secrets regarding or protecting the CitizenDeveloper Properties, to establish a Party’s rights under this Reseller Agreement, including to make required court filings. On the expiration or termination of the Reseller Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Reseller Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
    2. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 12.1 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
13. ASSIGNMENT. Neither Party may assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, except to an affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Order including this Reseller Agreement; (b) the assigning party remains liable for obligations under the Order and the Reseller Agreement if the assignee defaults; and (c) the assigning party has notified the other party in writing in advance of the assignment. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder.
14. INCORPORATION OF PLATFORM TERMS OF SERVICE. Reseller is subject to the terms and conditions set forth in the CitizenDeveloper Platform Terms of Service found at www.citizendeveloper.com/legal and the Order which are incorporated herein and made a part hereof. Definitions of capitalized terms which are not set forth in this Reseller Agreement shall have the meaning ascribed to them in the Platform Terms of Service and the Order.
15. ENTIRE AGREEMENT. This Reseller Agreement, together with the Order and any other documents incorporated herein by reference constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Reseller Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Reseller Agreement and the Order or any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order, (ii) second, this Reseller Agreement and (iii) third, any other documents incorporated herein by reference.
16. DEFINITIONS.
    1.  “CitizenDeveloper Marks” means the trademarks, service marks, trade names, logos, designs, trade dress and other brand designations used by CitizenDeveloper in connection with its products and services and service specific terms as further described at www.citizendeveloper.com/legal.
    2. “CitizenDeveloper Properties” means the Platform, Documentation, CitizenDeveloper Marks, Marketing Materials, CitizenDeveloper’s Confidential Information and APIs (application programming interfaces) and all derivative works thereof, and such materials CitizenDeveloper may provide to Reseller to enable Reseller to develop, make, market, distribute, or license, or provide maintenance, support, or other services for the Platform or the Integrated Products.
    3. “Documentation” means CitizenDeveloper’s user manuals, handbooks, and installation guides relating to the Platform provided in writing by CitizenDeveloper to Reseller and as more particularly described at the CitizenDeveloper Learning Center found by logging in at platform.citizendeveloper.com.
    4. “Effective Date” means the effective date set forth in the Order.
    5. “End User” means a person or entity named in the applicable Order that licenses one or more Platform Licenses from CitizenDeveloper in accordance with the EULA for its own use and not for transfer, resale or distribution of any kind. The term “End User” includes the Reseller if the Reseller licenses one or more Platform Licenses to produce the Integrated Products pursuant to the Order.
    6. “EULA” means the end-user software license agreement setting forth the terms and conditions of an End User’s permitted use of a Platform License whether licensed alone or as incorporated in or integrated with an Integrated Product as more particularly set forth in the Order.
    7. “Integrated Products” means any and all products made by Reseller using the Platform License that incorporate or include one or more Reseller Components. Integrated Products do not and shall not include derivative works of the Platform, any component thereof or of any other CitizenDeveloper Properties.
    8. “Platform License” means collectively the licensing required to utilize the CitizenDeveloper Platform, including but not limited to Application Installation Licenses, Platform Tools Licenses, or COTS Licenses as further defined in their respective Service Specific Terms at www.citizendeveloper.com/legal.
    9. “Market” means the market territory described in the Order.
    10. “Marketing Materials” means any advertising, promotional, or marketing materials for or relating to the Platform or Integrated Products that CitizenDeveloper makes available to Reseller during the Term.
    11. “Order” means each individual CitizenDeveloper written order fully executed by the Parties and approved by CitizenDeveloper which incorporates this Reseller Agreement.
    12. “Platform” means the full suite of CitizenDeveloper tools and products including the Administrative Platform, Software, the software development tools, the computerized services and the service administration tools.
    13. “Updates” means any updates, bug fixes, patches, maintenance releases, or other error corrections to the Platform that CitizenDeveloper generally makes available to End Users.
    14. “Platform Reseller Agreement” also “Reseller Agreement” shall mean this agreement as only effective pursuant to an Order and without an applicable Order this Reseller Agreement is null and void.
    15. “Reseller Components” means any and all components of the Integrated Products other than the Platform or components thereof. Reseller Components do not include any derivative works of the Platform, any component thereof or any other CitizenDeveloper Properties.
    16. “Term” has the meaning set forth in Section 10 above.

Technical Documents