Reseller Agreement

SUBJECT TO BAR COP NOTIFYING YOU OF ITS ACCEPTANCE OF YOUR RESELLER APPLICATION, THIS RESELLER AGREEMENT (AGREEMENT) FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BAR COP AND ACCEPTANCE BY YOU OF THE TERMS OF THIS AGREEMENT IS A CONDITION TO ACCEPTANCE OF YOUR RESELLER APPLICATION BY BAR COP.

BEFORE CLICKING ON THE ‘OK, SUBMIT MY APPLICATION’ BUTTON, PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE ‘OK, SUBMIT MY APPLICATION’ BUTTON, YOU (THE PERSON SUBMITTING THE RESELLER APPLICATION) REPRESENT TO US THAT YOU REVIEWED THE TERMS OF THIS AGREEMENT, HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE RESELLER, AND THAT THE RESELLER AGREES TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT DOES NOT NEED TO BE SIGNED IN ORDER TO BE BINDING. YOU INDICATE YOUR ACCEPTANCE OF THE TERMS OF THE AGREEMENT BY CLICKING ON THE ‘OK, SUBMIT MY APPLICATION’ BUTTON.

A LEGALLY BINDING AGREEMENT WILL ONLY BE FORMED BETWEEN BAR COP AND THE RESELLER UPON BAR COP NOTIFYING YOU OF ITS ACCEPTANCE OF YOUR RESELLER APPLICATION.

DEFINITIONS

For purposes of this Agreement, the following terms have the corresponding definitions listed below.

‘Software’ means those Products which are software as a service products pursuant to which the End Customer is given access to Bar Cop’s software.

‘Effective Date’ means the date on which Bar Cop provides written notice of its acceptance of your Reseller Application, which may take the form of an electronic mail message.

‘End Customer(s)’ means Bar Cop’s end customers only, and explicitly excludes other resellers, distributors, or any other person or entity that purchases the Products for any reason other than to use in a directly owned and operated network.

‘Notice’ means written notification and can be delivered by mail, facsimile or e-mail at Bar Cop’s discretion pursuant to clause 7.

‘Purchase Order’ means a purchase order for Products in a form specified by Bar Cop duly completed and submitted by you to Bar Cop through Bar Cop’s website.

‘Purchase Price’ means the aggregate price of any purchase order submitted to us.

‘Reseller, ‘you’, ‘your’ and ‘yours’ means the company, person or other entity submitting the Reseller Application.

‘Reseller Application’ means the application to become a Bar Cop reseller on the terms of this Agreement submitted by you online through Bar Cop’s website.

‘Bar Cop’ ‘we’, ‘us’ and ‘our’ means Bar Cop, the software vendor.

‘Bar Cop EULA’ means the Bar Cop End User Licence Agreement available at www.barcop.com/pages/end-user-license-agreement.

‘Term’ means the term of this agreement.

‘Trademarks’ means Bar Cop’s trademarks, service marks, designs, markings, logos, or trade names as may be designated by Bar Cop from time to time.

2. APPOINTMENT, PRICING, PURCHASE AND DELIVERY

2.1 Appointment and Acceptance: Subject to your continued compliance with the terms of this Agreement, Bar Cop appoints you as a non-exclusive reseller of the software, and you accept such appointment. Nothing in this Agreement prevents us from: (i) appointing other resellers or distributors within the territory or territories in which you typically operate; (ii) marketing, selling, or distributing software directly to End Customers; or (iii) maintaining direct sales channels for the marketing, selling and distribution of the software. Reseller will not, directly or indirectly, without the prior written consent of Bar Cop: (i) market, distribute or sell software to third party resellers, agents or sales representatives for resale; or (ii) purchase software from third party resellers, authorised distributors of Bar Cop, agents or sales representatives for resale.

2.2 Pricing: As a Reseller, you will be entitled to purchase the software at the agreed upon discounted price. Resellers that have been approved by Bar Cop will be issued with a reseller discount code to access discounts online. You will pay the Purchase Price pursuant to clause 2.5. Bar Cop reserves the right at any time to change our prices, which may effect your dicounted price.

2.3 Purchase Orders: All purchases of software you make under this Agreement will be subject to the terms and conditions of this Agreement and will be evidenced by a Purchase Order. Any terms or conditions of any Purchase Order or acknowledgements given or received that are accepted by Bar Cop will form part of this Agreement. If there is inconsistency between the terms of a Purchase Order and the terms of this Agreement the terms of this Agreement will prevail. Purchase Orders will, at a minimum, include terms regarding: (i) the software name or identification; (ii) quantity of software. Purchase Orders will be deemed to be accepted unless Bar Cop provides you written notice of rejection (which may take the form of an electronic mail message).

2.4 Delivery: Where a Purchase Order for purchase of software is created, Bar Cop will deliver the required activation key for Reseller to provide to the End Customer.

2.5 Payment: Unless otherwise agreed to in writing, Reseller will pay the Purchase Price to Bar Cop at time you submit a Purchase Order. All orders will be processed when received. Activation keys to Software Products will only be provided upon receipt of full payment unless alternative payment terms have been agreed to in writing by Sinefa.

2.6. Taxes: The amounts payable to Bar Cop under this Agreement do not include any taxes, customs duties or tariffs. All payments made by Reseller to Bar Cop are payable in full without reduction for any such taxes, customs duties or tariffs. Reseller is responsible for and will indemnify Bar Cop against any such taxes, customs duties and tariffs assessed against Bar Cop, based on payments to Bar Cop hereunder or on the use or possession by Reseller or End Customer of Products.

2.7 End Customer Pricing and Payment: Reseller will independently set your own pricing to each End Customer. Reseller bears all risk of non-payment by End Customers, and you are solely responsible for all of your costs and expenses. Reseller may not terminate a Purchase Order or receive any refunds due to non-payment by an End Customer.

3. RESELLER’S OBLIGATIONS AND RESTRICTION

3.1. Bar Cop EULA: All use of the software by End Customers is subject to the Bar Cop EULA, and you may not purport to impose any other terms pertaining to their use of the Products.

3.2 Enforcement and defect cooperation: Reseller agrees to immediately notify us of: (i) any known or suspected breach of the Bar Cop EULA or other unauthorised use of the software and to assist us in the enforcement of the terms of the Bar Cop EULA; and (ii) any suspected or actual bugs with respect to the software.

3.3 Marketing: Subject to the license and the restrictions in clause 5, Reseller will market the software only under the Trademark. Reseller will not publish or use or co-operate in the publication or use of, any misleading or deceptive advertising material with regard to Bar Cop, its suppliers or the software. Reseller must only use descriptions of the software approved by Bar Cop in any marketing material used by Reseller to promote the software.

3.4 Independent contractor status. Reseller is an independent reseller of the software. Reseller is not and will not be considered a legal representative of Bar Cop for any purpose and, accordingly, will have no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of Bar Cop.

3.5 Compliance with Laws, including Anti-Corruption Laws: In connection with the resale of the software, Reseller will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies, licensing requirements, regulations and procedures, including, without limitation, resale or use of software, the use of Products under telecommunications laws/regulations, and all applicable anti-corruption laws.

4. WARRANTY, LIMITIATION OF LIABILITY AND INDEMNITY

4.1 Warranty Disclaimer: Bar Cop makes warranties directly to its End Customers pursuant to the Bar Cop EULA. Reseller will not make any representations, warranties, or any other commitments regarding Bar Cop or the software. Bar Cop will not be responsible for any representation, warranties, or other commitments made by Reseller without Bar Cop’s prior written consent. To the extent permitted by law: (i) Bar Cop’s entire responsibility to the Reseller with respect to warranties is to the extent required to grant the Reseller the right to pass to the End Customer the benefit of any warranties in the Bar Cop EULA; and (ii) Bar Cop makes no other warranties, express or implied, regarding the software.

4.2 Consequential loss: To the extent permitted by law, Bar Cop will not be liable for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits), whether in contract, tort or otherwise.

4.3 Liability cap: To the fullest extent permitted by law, Bar Cop’s entire liability to Reseller under this Agreement will be limited to the: (i) re-supply of the software; or (ii) refund of any amounts paid to Bar Cop in respect of the software.

4.4 Indemnity: Reseller is fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of software. You will indemnify, hold harmless and (at Bar Cop’s option) defend Bar Cop from and against any claim, loss, cost, liability or damage, including legal fees, for which Bar Cop becomes liable arising from or relating to: (i) any breach or alleged breach by you of any term of this Agreement; (ii) the issuance by you of any warranty or representation regarding Bar Cop or its software not specifically authorised by Bar Cop by prior written consent; or (iii) any of your other acts or omissions in connection with the marketing or resale of the software under this Agreement.

5. INTELLECTUAL PROPERTY

5.1. License to Trademarks: Subject to Reseller’s compliance with this Agreement, Bar Cop hereby grants to Reseller a royalty-free license to use the Trademarks during the Term solely in connection with the marketing and promotion of the software as contemplated in this Agreement. The license granted hereunder shall be revocable at will by Bar Cop effective upon notice to Reseller.

5.2. Ownership of Trademarks: The Trademarks provided by Bar Cop are and will remain the sole property of Bar Cop, and Bar Cop reserves all rights in trademarks, trade names and logos not expressly granted to Reseller under the terms of this Agreement. Reseller will not register any domain name, trade name, or corporate name containing or comprising any of the Trademarks or anything that would cause confusion in the marketplace, and will not remove or efface any of the Trademarks on any software sold by Reseller. Reseller will not contest the validity of any of the Trademarks or Bar Cop’s exclusive ownership of the Trademarks.

5.3. Other Intellectual Property: As between the parties, Bar Cop owns all right, title, and interest in and to all intellectual property in or relating to the software and, no rights to such intellectual property are granted to Reseller, except as expressly provided in this Agreement. Reseller will not and will not permit any third party to: (i) modify, duplicate, disassemble, or attempt to reverse engineer the software; (ii) remove or erase the software, or otherwise try to disable or alter the software functionality. Software offered for sale and are sold by Bar Cop subject in every case to the condition that such sale does not convey any license, expressly or by implication, to manufacture, modify, duplicate, or otherwise copy or reproduce any software or component thereof.

5.4. Protection of Proprietary Rights: If Reseller becomes aware that any third party is infringing or misappropriating any intellectual property in or relating to the software (including the Trademarks), then Reseller must promptly notify Bar Cop in writing and cooperate with and assist Bar Cop, at Bar Cop’s expense, in the protection of such intellectual property.

6. TERM AND TERMINATION

6.1. Term: This Agreement will commence in force on the Effective Date and will remain in force until terminated under this clause 6.

6.2 Termination for Convenience: Either party may terminate this Agreement upon 30 days’ prior written notice to the other party.

6.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches a term of this Agreement, and the breaching party fails to cure the breach within 15 days of receipt of written notice thereof. In addition, either party may immediately terminate this Agreement upon: (i) the insolvency of the other party; (ii) the institution of any proceeding in relation to the credit standing of the other party, such as bankruptcy, reorganisation, rehabilitation or composition, by or against the other part; or (iii) the appointment of any receiver or trustee for the other party.

6.4. Effect of Termination: Termination of this Agreement will not release any party either from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination. Upon termination of this Agreement, each party will return (or destroy) any Confidential Information of the other party in its possession. The following provisions of this Agreement will survive any termination of the Agreement: clause 1, clause 4, clause 5, clause 6.4 and clause 7.

7. MISCELLANEOUS

7.1 Entire agreement: This Agreement, together with the terms and conditions set out in Bar Cop’s acceptance of your Reseller Application, constitutes the entire agreement between Bar Cop and the Reseller with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, and arrangements, oral or written, between Bar Cop and Reseller. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made either by Bar Cop or Reseller which is not expressly set forth in this Agreement.

7.2 Notices: All notices required or permitted under this Agreement will be in writing, including notices sent by email, and will be deemed received by Reseller: (a) for email notices, upon the time the email enters the information processing system that the recipient has designated or uses for the purposes of receiving email (as provided below); or (b) for mailed notices, one day after deposit with a commercial express courier specifying next day delivery, or two days for international courier packages specifying two-day delivery, with written verification of receipt by the courier. All notices to Reseller will be sent to the email address provided under clause 7.4 or for mailed notices to the Reseller’s address provided at the time of application. All notices to Bar Cop will be sent to support@barcop.com.

7.3 Electronic Notice: Reseller hereby consents to receiving any notice(s) required under this Agreement by electronic mail (email). Reseller acknowledges that legal notices such as notices of termination or non-renewal, changes in pricing, software license terms, policies or programs may be given by email. Reseller will provide an email address of a person authorised by Reseller to accept such notices either at the time of application or after receipt of an approval notice by sending such information, including any additional or alternative email addresses to Bar Cop by email to support@barcop.com. Notices from Bar Cop to Reseller will be deemed effective when sent to Reseller’s email address(es) provided to Bar Cop under this Section 7.3.

7.4 Force Majeure: Neither Reseller nor Bar Cop will be liable under this Agreement by reason of any failure or delay in the performance of its obligations (except for payment obligations) on account of strikes (other than strikes of a party’s own employees), riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions (other than with respect to a party’s own employees), earthquakes, material shortages, or any other causes that are beyond the reasonable control of such party so long as the parties use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure.

7.5 Governing Law: This Agreement is governed by the laws of Texas, United States. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Texas, United States and any courts which have jurisdiction to hear appeals from any of those courts in respect of any proceedings in connection with this Agreement.

7.6 Severability: Any provision of, or the application of any provision of this Agreement, which is prohibited, void, illegal or unenforceable in any jurisdiction: (i) is, in that jurisdiction, ineffective only to the extent to which it is void, illegal, unenforceable or prohibited; (ii) does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of this Agreement in that or any other jurisdiction; and (iii) is severable from this Agreement and will not affect the remaining provisions of this Agreement. The application of this clause 7.7 is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability.

7.7 Waiver: No failure or delay by you or by us to exercise any right under this Agreement will constitute a waiver of that right.

7.8 Assignment: Bar Cop may assign, in whole or in part, any of its rights under this Agreement upon written notice to the Reseller. The Reseller cannot assign any of its rights under this Agreement, in whole or in part, without the prior written consent of Bar Cop.

7.9 Amendment to terms From time to time, we may modify this Agreement. The version of this Agreement in place at the time you submit each Purchase Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication.

7.11 Dispute Resolution Process: If a dispute arises between the parties in respect of or in connection with this Agreement (including the validity, breach or termination of it), then without prejudice to any other right or entitlement they may have pursuant to this Agreement or otherwise, the parties will explore whether the dispute can be resolved by agreement between them using informal dispute resolution techniques such as negotiation, mediation, independent expert appraisal or any other alternative dispute resolution technique. The rules governing any such technique adopted may be as agreed between the parties or, if the parties are unable to agree on a technique, such technique as is recommended by the laws of Texas, United States. If the dispute is not resolved by agreement within thirty (30) days of written notice by one party to the other of the dispute (or such further period agreed in writing between the parties), either party may refer the dispute to the courts.

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