Squaretalk Reseller Partners
By entering a Reseller Agreement, Squaretalk (hereinafter referred to as: “Squaretalk” or “Company”) and the partnering organization, entering a Reseller Agreement with the Company mutually agree with the terms of Squaretalk reseller policy as follows:
1. DEFINITIONS
1.1. “Confidential Information” means any data or information of a party, not made available to the general public in any format (including oral, written or electronic), or learned by the other party and including research, development or business activities, any information relating to developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections. Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of the receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to the disclosure of the Confidential Information by the disclosing party without limitation on disclosure; (iii) the receiving party rightfully obtains without limitation on disclosure from a third party who has the right to transfer or disclose it; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of the Reseller Agreement or any use of or reference to the Confidential Information.
1.2. “Customer” means a person or entity which has been approved in writing by the Company for resale of the Service, acquiring the right to use the Services from Reseller for its internal use and not for remarketing, redistribution, or other transfer of such Services to any other person or entity. The Company will not approve a potential customer suggested by the Reseller if it is already engaged with, and will notify the Reseller of such engagement.
1.3. “Customer Agreement” means a written agreement between a Reseller and a Customer for the provision of the Services, which includes, at a minimum, the terms and conditions contained in the contract and the Company’s website available at https://www.squaretalk.com/terms-of-service/ (the “Website”).
1.4 “Intellectual Property Rights” means all intangible legal rights, titles, and interests, including without limitation: all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, trade names, corporate names, domain names, any work of authorship, copyrights, trade secrets, Confidential Information, and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
1.5. “Product” or “Products” means the Squaretalk customer support products and services, including but not limited to products available on the Company Website. Squaretalk reserves the right to add new Products and retire existing Products. Squaretalk may require that the Reseller demonstrate specific capabilities in order to become and/or remain authorized to resell Products. Further, Squaretalk reserves the right, in its sole discretion, at any time, to modify any or all Products, or to discontinue the publication, distribution, and sale of any or all Products without liability of any kind. The support or service for discontinued Products will be available for a maximum period of 1 year after notice of discontinuance. New Products, if any, will be notified through email and/or updated on the Website.
1.6. “Service(s)” means the services provided by the Company based on its hosted proprietary technology for the management and optimization of customer calls over CRM systems, including all new versions or revisions thereof made generally available to the Company’s customers.
2. APPOINTMENT & SCOPE OF ENGAGEMENT
2.1. Appointment of Reseller. The Company hereby grants the Reseller, subject to the terms of the Reseller Agreement and for the duration of particular the Reseller Agreement. The Reseller hereby accepts, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable right and license for the marketing, promotion, sale, and distribution of Squaretalk’s Products and/or Services solely and directly to Customers who have entered into Customer Agreements. The Reseller shall market and sell the Services to Customers under the Company’s brand name. The Company shall provide the Reseller with its standard sales and onboarding documentation. The Company may limit the scope of the appointment to a specific territory and shall provide the Reseller with prior written notice of such limitation. For the avoidance of doubt, such limitation shall not apply to Customers approved by the Company in writing prior to such notice.
2.2. Eligibility. It is hereby further clarified that Reseller is eligible to be the authorized Reseller of Squaretalk Products according to the Reseller Agreement solely if the Reseller: (i) is competent to contract under applicable laws; (ii) has fully and correctly disclosed the information in full in the Reseller Information Form of Squaretalk; (iii) undertakes to perform all acts mentioned in the provisions of the Reseller agreement, and (iv) is not an agent/employee/associate of a competitor service provider, whether in the present or past, unless authorized by Squaretalk.
2.3. Referral of Customers.
2.3.1. When a customer subscribes to Squaretalk’s Products and/or Services due to Reseller’s sales and marketing efforts in accordance with the terms of the Reseller Agreement, Squaretalk shall at its sole discretion determine if the such customer is a Customer for the purposes of the Reseller Agreement. In any event, a customer shall not be considered as a Customer for the purpose of disbursing commission to the Reseller if the such customer is: (i) already a Squaretalk existing customer; (ii) a recipient of a proposal from Squaretalk in the past six (6) months from the date of referral; (iii) not being actively pursued by Squaretalk sales representatives; (iv) currently identified as a qualified opportunity from Squaretalk’s other Resellers.
2.3.2. All agreements with respect to Products and/or Services between a Customer and Squaretalk shall be conducted solely by Squaretalk. Whereas, the Reseller agrees not to negotiate terms or make commitments on Company’s behalf.
2.3.3. All Customers engaged by the reseller shall be relayed to Squaretalk via Squaretalk’s designated referral form or the designated e-mail or electronic messaging and communication avenue. After Reseller submits the Customer’s information to squaretalk via the appropriate channels , Squaretalk shall acknowledge (i) receipt of each Referral and (ii) approve or reject the Referral. Approval of a Referral Form is valid only if provided by Squaretalk to Reseller in writing or e-mail. The “Referral Date” of a Referral Form shall be the date on which the Reseller properly submits a Referral Form to Squaretalk.
2.3.4. Squaretalk reserves the right to approve or disapprove, in its sole and absolute discretion, any Referral Form for any reason.
2.3.5. Reseller shall have the opportunity, independently or in conjunction with Squaretalk, to identify or recommend Products to Customers, by sharing the link provided to Reseller through an identified platform. The reseller’s access and use of the identified platform shall be governed by such identified platform’s terms and privacy policy. The reseller shall not have more than one account with the such identified platform.
2.4. Customer’s Right of Choice. The Customer retains the right, upon written notice to Squaretalk and/or the Reseller, to grant the Reseller’s rights, as stipulated in the Agreement, to another Reseller. Whereas, in competitive situations with another Reseller, Squaretalk and the Customer may elect to provide the Commission to the Reseller that de facto secures the business with the Customer.
2.5. Customer’s Right to Engagement. Squaretalk reserves the right to determine the Reseller as it is no longer eligible for a Commission where the Reseller is no longer actively engaged with the Customer. To initiate the process stipulated herein Squaretalk is required to provide written notice to the Reseller. The Reseller retains the right to provide proof of engagement with the Customer in the form of electronic, written, and verbal communication, such as e-mail, signed minutes of meeting, electronic chat transcripts, or verified call transcripts/recordings. Where the Reseller is unable to provide such proof of engagement for a period of no less than two months, the Reseller’s rights under the Reseller agreement, for the Customer in question, become void and null.
2.6. Agreements with Customers. Prior to the sale of Services as permitted above, Reseller shall procure from each Customer an affirmative consent to a SaaS Services Agreement. The Reseller shall not grant any rights or provide any warranties, representations, or undertakings to Customers with respect to the Services beyond those rights and warranties set forth in the Reseller Agreement and to the extent Reseller provides any warranties, representations, or undertakings beyond those granted in the Reseller Agreement, such warranties are provided at Reseller’s sole responsibility and liability. Upon the procurement of such affirmative consent, the Reseller shall provide the Company with the contact details of such Customer.
2.7. Restrictions. Other than as explicitly permitted herein, Reseller shall not: (i) attempt to obtain, receive, review, or otherwise use or have access to any source code included in the Services, decompile, disassemble or reverse engineer the Services; attempt to revise, modify or enhance the Services, or any part thereof, or enable any third party to do the same; (ii) use, copy, modify, merge, distribute, or sublicense the Services, or any part thereof, or merge any portion hereof except as otherwise explicitly permitted under the Reseller Agreement; (iii) sell, license (or sub-license), lease, assign, transfer, pledge, or share the rights pursuant to the Reseller Agreement to any third party; (iv) represent that it possesses any proprietary interest in the Company’s Intellectual Property Rights; (v) use the Services to provide third parties with managed services or any other services; (vii) directly or indirectly, take any action to contest the Company’s Intellectual Property Rights or infringe them in any way; (viii) use or register any of the Company’s trademarks, trade names symbols without the Company’s prior written consent.
2.8. Reserved Rights. All rights with respect to the Services and the Company’s Intellectual Property Rights not specifically granted to Reseller under the Reseller Agreement are reserved by the Company. All Intellectual Property Rights evidenced by or embodied in or related to the Services, shall be owned solely by the Company. The reseller acknowledges that the Company does not convey any Intellectual Property Rights to Reseller hereunder, and that Reseller has not, does not, and shall not acquire any rights with respect to the Intellectual Property Rights or any derivative works thereof.
3. PARTIES’ RESPONSIBILITIES
3.1. Marketing & Distribution. All costs relating to the marketing, offering, and distributing of the Services to Customers shall be borne exclusively by Reseller. The reseller will (i) conduct business in a manner that reflects favorably at all times on the Company and the good name, goodwill, and reputation of Squaretalk; (ii) maintain an adequate sales organization to sell and procure sales, to actively promote the Services, and assure adequate support services; (iii) not make false or misleading representation with respect to the Services; and (iiii) the Reseller shall meet the minimum recurring Revenue set in Appendix A, Article 10).
3.2. Pricing, Billing and Credits. The reseller shall quote Services to Customers according to the price list provided by the Company, currently as stated on Squaretalk website, provided that any updates to the price list shall only be binding on the Reseller 30 days after receipt of an updated price list. The Company shall be solely responsible for billing and collection of fees from Customers in connection with the Service, unless otherwise expressly agreed by the parties in writing. The Reseller Commissions may be delayed, canceled, or readjusted in case of underpayment, nonpayment or chargebacks by Customers in connection with the Service, regardless of whether such underpayment, nonpayment, or chargebacks are related to the Service.
3.3. Pricing, Billing and Credits. The Reseller shall sell Services to Customers according to the price list of the Company excluding fees dependent on third-party services (such as VoIP, DID, or SMS charges) that may be subject to immediate change. The Reseller is required to inquire with Squaretalk on the most current fees at any given time, whereas the Customer shall be charged the fees quoted by the relevant third party. The Reseller shall be solely responsible for billing and collection of fees from Customers in connection with the Service.
3.4. Support Services. The reseller hereby agrees to provide all Tier-1 support for the Products as sold through the Reseller. Squaretalk will provide support for escalated issues and will work to resolve such escalated issues, if feasible. Squaretalk may offer various support services for Products resold by Reseller, including end-user support, and technical support for Reseller, as set forth in an exhibit to the Reseller Agreement. The fees and invoicing procedures for such support services will be set forth, if any, in an exhibit to a Reseller Agreement. In the event of any renewal of a Reseller Agreement, commencing one year after the Effective Date, Squaretalk reserves the right to adjust such services and/or fees thirty (30) days prior to written notice to Reseller.
3.5. Training. The Company shall provide the following training services to Reseller: (i) a training session for representatives of the Reseller, sufficient to allow the Reseller to provide training, maintenance, and other support for the Services to Customers, including training and qualification necessary to train the Customer’s users on the use and operation of the Services; (ii) marketing and sales course on the Service from the Company’s authorized representatives (the “Training Sessions”). The initial Training Sessions will be provided at a time mutually agreed upon between the parties and are provided free of charge. Additional Training Sessions following the initial Training Session will be provided upon request by Reseller and will be charged as per the Company’s then-current rates. All Training Sessions will take place remotely, as shall be determined by common agreement. Training Sessions will be conducted in English.
4. CONSIDERATION
4.1. For every product sold, Reseller and/or Reseller’s Customer shall maintain a valid credit card on file with Squaretalk prior to the use of the Products. Squaretalk, in its sole discretion, may suspend Products for the applicable Customer(s) no earlier than two (2) calendar days after such applicable credit card becomes invalid or Squaretalk is otherwise unable to obtain payment via the applicable credit card. Squaretalk, Inc. will charge the credit card on file (the list prices) and pay the Reseller the “Commission” for applicable transactions within thirty (30) days after the end of each calendar quarter (“Payment”); provided, however, that Payment shall not be made until Commission due to Reseller is greater than or equal to $500 (the “Minimum”). If the Minimum is not met, such amounts will roll over to the next calendar quarter(s) until Payment is made. Squaretalk will include a statement of Commission within thirty (30) days after the end of each calendar quarter. The reseller agrees to provide written notification of all disputes it may have regarding the Commission within fifteen (15) days of receipt of the Commission Report and any dispute for which Reseller does not provide such notification shall be deemed waived by Reseller.
4.2. Each party shall bear its own costs and expenses incurred in the performance of a Reseller Agreement.
5. DATA PROTECTION / KYC / AML / DATA INTEGRITY / SECURITY.
Data Protection Responsibilities:
The Reseller acknowledges and agrees that, in the course of providing services and reselling Squaretalk modules/software, they are solely responsible for ensuring compliance with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR). The Reseller shall undertake all necessary measures to protect the privacy and rights of their customers.
KYC and AML Compliance:
The Reseller further undertakes to comply with all relevant Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations applicable in the jurisdictions where they operate. It is the responsibility of the Reseller to perform due diligence on their customers to verify their identity and ensure compliance with AML regulations.
Data Integrity and Security Measures:
The Reseller agrees to implement and maintain robust data integrity and security measures to safeguard the confidentiality and integrity of any data related to Squaretalk modules/software. This includes, but is not limited to, implementing encryption, access controls, and regular security assessments. Any breaches or security incidents must be promptly reported to Squaretalk in accordance with the terms outlined in the agreement.
Support and Customer Assistance:
The Reseller is solely responsible for providing adequate support to their customers regarding the usage, implementation, and troubleshooting of Squaretalk modules/software. This includes addressing any concerns related to functionality, security, or performance. Squaretalk shall not be held responsible for any issues arising from the Reseller’s support or customer assistance activities
Indemnification:
The Reseller agrees to indemnify and hold harmless Squaretalk from any claims, damages, or liabilities arising out of their failure to comply with data protection laws, KYC and AML regulations, or any breaches of data integrity and security measures.
Compliance with Laws and Termination Rights:
The Reseller Partner represents and warrants that it shall at all times comply with all applicable laws, regulations, and rules, including but not limited to those relating to anti-fraud, anti-bribery, anti-corruption, anti-money laundering, and any other laws aimed at preventing illegal or unethical conduct.
The Reseller Partner shall not engage in, promote, or facilitate any illegal, deceptive, fraudulent, or criminal activity, directly or indirectly, in connection with a Reseller Agreement or the promotion, resale, or referral of Squaretalk’s products or services.
Squaretalk reserves the right to immediately suspend or terminate any Reseller Agreement and the Reseller Partner’s access to its services and systems without notice in the event of any suspected or actual breach of this clause, including but not limited to involvement in any unlawful, fraudulent, or criminal activity.
Such termination shall be without prejudice to any other rights or remedies available to Squaretalk under the Reseller Agreement or applicable law.
6. NO WARRANTY.
Squaretalk does not warrant that the services, the functions of the products, or any parts thereof, shall meet the requirements of the reseller or any customer of the reseller. Squaretalk does not warrant that the services or operation of any product will be uninterrupted or error or bug-free and hereby disclaims all liability on account thereof. Squaretalk expressly disclaims any other warranties of any kind, whether express or implied, including without limitation, any warranty of title, non-infringement, merchantability, or fitness for a particular purpose. The reseller acknowledges that under no circumstances does Squaretalk represent or warrant that all program errors in any product can be remedied. Squaretalk makes no warranty, and provides no assurances, that the products will meet the requirements, standards, or law of any regulatory or licensing agency, including without limitation the law of any government or international regulation.
7. LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary contained in the Reseller agreement: (a) Squaretalk shall not be liable for any exemplary, special, indirect, consequential or incidental damages of any kind (including without limitation lost profits, loss of use, loss of business, loss of data, cost of procurement of substitute services or loss of profit or revenue,), even if Squaretalk has been advised of the possibility of such damages; and (c) Squaretalk shall not be liable for any claims of third parties relating to the products or services provided hereunder, and reseller shall defend Squaretalk from, and indemnify and hold Squaretalk harmless against, all such claims. The limitations on Squaretalk’s liability set forth in clauses “(a)” and “(c)” of this section shall not apply to liability for death, personal injury of a physical nature or damage to tangible property caused by Squaretalk’s gross negligence or intentional misconduct. The foregoing states the entire liability of Squaretalk with regard to the Reseller agreement, the products and services provided hereunder. The limitations above and in this section are a fundamental part of the basis of Squaretalk’s bargain hereunder, and Squaretalk would not enter into a Resseler agreement absent such limitations.
8. INDEMNIFICATION
8.1. Reseller Indemnities. The Reseller shall defend, indemnify and hold the Company harmless, from and against any claims, proceedings, losses, damages, costs, liabilities, fines, penalties, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) any breach of The Reseller Agreement by Reseller; or (b) a violation by Reseller of any applicable laws.
8.2. Indemnification Procedure. The indemnified party shall provide the indemnifying party with: (a) prompt written notice of a such claim; (b) sole control over the defense and settlement of a such claim; and (c) information as may be reasonably requested by the indemnifying party.
9. TERMS AND TERMINATION
9.1. Term. The Reseller Agreement shall come into effect on the Effective Date and shall continue in force for a period of 12 months (the “Initial Term”) and shall automatically renew for additional consecutive 12 months periods (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party notifies the other of its intent not to renew, at least 60 days prior to the expiration of the then-current Term.
9.2. Termination for Breach. Either party may terminate the Reseller Agreement, at any time by giving written notice to the other party if the other party is in breach or default of any material provision of the Reseller Agreement, and the breaching party fails to cure the breach or default within 30 days after being given written notice specifying details of the breach or default and requiring the same to be remedied.
9.3. Termination due to Insolvency. A Reseller Agreement may be terminated by either party upon written notice to the other party if: (i) a receiver is appointed for either party or its property; (ii) either party makes an assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of such party’s debts, and such proceeding is not dismissed within 15 calendar days of its commencement; or (iv) either party is liquidated or dissolved.
9.4. Consequences of Termination. Upon termination of a Reseller Agreement for any reason: (i) all rights granted to Reseller hereunder will terminate, provided that the licenses granted to Customers hereunder shall survive such termination; and (ii) Reseller shall promptly return to the Company all Confidential Information and all copies thereof and delete any such Confidential Information held by it in electronic form, and shall confirm in writing to the Company that it has complied with its obligations under this Section 9.4; and (iii) Reseller shall provide all details of Customers with active Customer Agreements at the date of termination, including the details of the contact person at the Customer and shall use best efforts to transfer the Customer Agreements to the Company, and shall use best efforts to cause all Customers to enter into a services agreement directly with the Company (the “Direct Agreements”), replacing the Customer Agreement, and shall terminate all then outstanding Customer Agreements. In the event of termination for any reason other than caused by either party, the Company will continue to pay Reseller the Reduced Service Fee (as defined in Appendix A), for a tail period of 12 months from the date of termination hereof. It is hereby clarified that termination or expiration of the Reseller Agreement shall not cause Customer’s reseller subscription agreement to be terminated.
9.5. Tail Period. Unless a Reseller Agreement is terminated by the Company under Sections 9.2 or 10.3, commencing on the effective date of such termination and until a date that is 12 months thereafter, the Company shall pay reseller commissions as set forth in Appendix A.
9.6. Survival. The following sections shall remain in effect notwithstanding the termination of the Agreement: 2, 3, 4, 5, 6, 7, 8, 9, 10
10. GENERAL PROVISIONS
10.1. Equitable Relief. Reseller acknowledges that any breach or threatened breach of the Reseller Agreement involving unauthorized use of Confidential Information or Squaretalk intellectual property will result in irreparable harm to Squaretalk for which damages would not be an adequate remedy, and therefore, in addition to its rights and remedies otherwise available at law, Squaretalk will be entitled to seek injunctive or other equitable relief, as appropriate. If Squaretalk seeks injunctive or other equitable relief in the event of a breach or threatened breach of the Reseller Agreement by Reseller involving unauthorized use of Confidential Information or Squaretalk intellectual property, Reseller agrees that it will not allege in any such proceeding that Squaretalk’s remedy at law is adequate. If Squaretalk seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will Squaretalk be deemed to have made an election of remedies.
10.2. Amendment. The Reseller Agreement and any related Appendices may only be amended by an instrument in writing, signed by each of the parties hereto.
10.3. Waiver. Any waiver of any right or default hereunder shall be effective only if made in writing and in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No waiver by either party of any breach or series of breaches or defaults in performance by the other party, and no failure, refusal, or neglect of either party to exercise any right, power or option given to it hereunder or to insist upon strict compliance with or performance of either party’s obligations under the Reseller Agreement, shall constitute a waiver of the provisions of the Reseller Agreement with respect to any subsequent breach thereof or a waiver by either party of its right at any time thereafter to require exact and strict compliance with the provisions thereof.
10.4. Parties Relationship. The parties’ relationship under the Reseller Agreement shall be that of independent contractors. Neither party shall have, nor shall either party represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the name of the other party, except as expressly provided herein. Nothing in the Reseller Agreement shall be construed as implying that the parties to the Reseller Agreement are partners or as creating relationships of employer/employee, or principal/agent between the parties.
10.5. Severability. Any clause, provision, or portion of the Reseller Agreement found or ruled invalid, void, illegal, or otherwise unenforceable under any law or by any court, arbitrator, or other proceedings, shall be amended to the extent required to render it valid, legal, and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof.
11. ASSIGNMENT
Any rights under a Reseller Agreement, may not be assigned or subcontracted by the Reseller to any third party without the prior written approval of Squaretalk, and any assignment or delegation in contravention of this Section shall be deemed null and void. Subject to the preceding sentence, the Reseller Agreement will ensure the benefit of the parties successors and assigns. Notwithstanding anything to the contrary herein, Squaretalk may assign a Reseller Agreement at its discretion.
12. GOVERNING LAW & JURISDICTION
Any Reseller Agreement shall be governed by the laws of either Israel or Bulgaria, at Squaretalk’s sole discretion, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Reseller Agreement. Any dispute, controversy, or claim arising out of or in connection with a Referral Agreement shall be subject to the exclusive jurisdiction of the competent courts in either Israel or Bulgaria, as determined by Squaretalk, and both parties hereby irrevocably submit to the jurisdiction and venue of such courts.
13. FORCE MAJEURE
Neither party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under the Reseller Agreement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of such party, including but not limited to, government legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of government or shortages of materials (“Force Majeure Event”). The party claiming a Force Majeure Event shall promptly notify the other party in writing, and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other party informed of any further developments. The party so affected shall use its best efforts to remove the cause of non-performance, and the parties shall resume performance hereunder with the utmost dispatch when such cause is removed.
Squaretal Referral Partners
By entering a Referral Agreement, Squaretalk (hereinafter referred to as: “Squaretalk” or “Company”) and the partnering organization, entering a Referral Agreement with the Company NOW, THEREFORE, in consideration of the foregoing premises and agreements hereinafter contained, the parties mutually agree with the terms of Squaretalk Referral policy as follows:
1. Obligations of Referral Agent
a. The Referral Agent will use reasonable best efforts to promote Eligible Squaretalk Products and introduce Potential New Clients (defined below) of Eligible Squaretalk Products to Squaretalk. Once a Potential New Client has been introduced to Squaretalk by the Referral Agent, the Referral Agent agrees to provide usual and customary support (including, without limitation, arranging meetings and teleconferences) for the negotiation and execution of a New Client Agreement (defined below) as well as to provide support to Squaretalk in the performance of such agreement as reasonably requested by Squaretalk.
b. Referral Agent will undertake all measures necessary to ensure that its activities hereunder comply in all respects with all applicable laws, statutes, regulations, and ordinances as well as all industry standards of professionalism and fair practices. Referral Agent will not make (i) any false or misleading statements about the Platform to Potential New Clients or others, or (ii) any representations, warranties, or guarantees with respect to the Squaretalk Platform, Squaretalk, or any of Squaretalk’s obligations to any third party that are not consistent with the terms of a Referral Agreement.
c. Referral Agent will not make commitments or obligate Squaretalk in any way with respect to any third party, including, without limitation, any Potential New Client without first obtaining the express written agreement of Squaretalk. The Referral Agent will engage Squaretalk in matters of client license pricing, implementation fees, feature development, or professional services and Squaretalk will represent its own interest in these matters.
2. Term and Termination of Agreement.
Unless earlier terminated as set forth herein, the initial term of a Referral Agreement shall commence on the Effective Date hereof and continue for a period of two years (the “Initial Term”). Thereafter, if still in effect at that time, the Referral Agreement shall continue month-to-month unless either party gives notice of non-renewal before the start of any such monthly renewal term (together with the “Initial Term,” the “Term”). Either party may terminate the Referral Agreement at any time for any reason or no reason by providing at least 30 days prior written notice to the other party (a “Termination for Convenience”). Squaretalk’s obligation to pay the Commission owing to the Referral Agent pursuant to the Referral Agreement for New Squaretalk Clients introduced to Squaretalk by the Referral Agent prior to the expiration or Termination for Convenience of the Referral Agreement shall survive any such expiration or Termination for Convenience so long as such New Client Agreement is entered into within the six (6) month period after the initial introduction of a Potential New Client to Squaretalk during the Term. In addition, either party may terminate the Referral Agreement if the other party does not cure a material breach within thirty (30) days of receipt of written notice (a “Termination for Breach”). Squaretalk shall have no obligation to pay any Commission owing to the Referral Agent as of the date of termination in the event of a Termination for Breach by Squaretalk. Upon any termination or expiration of a referral Agreement for any reason, Referral Agent shall: (a) will immediately discontinue all promotion of the Squaretalk Platform and any use of Squaretalk Confidential Information; and (b) return or destroy, at Squaretalk’s option, all Squaretalk marketing materials and other Squaretalk Confidential Information in Referral Agent’s possession.
3. Independent Business. Notwithstanding any use of the term “Referral Agent,” the parties expressly understand and agree that each party is an independent contractor of the other, and neither party shall be considered (for any purpose) to be an employee, Referral Agent, joint venturer, or partner of the other party. As such, neither party will have any right, power, or authority to create any obligation or responsibility on behalf of the other party. Apart from the payment of the Commission, neither party is responsible to the other for any other compensation, nor for employee benefits and/or matters relating thereto (including but not limited to the withholding and/or payment of federal, state, and local income and other payroll taxes) nor for workers’ compensation, disability benefits, or any other legal requirements of a similar nature. Neither party shall be responsible for tax payments of the other, and in particular, neither party shall be responsible for any foreign, federal, state, or local taxes based on the net income or receipts based on the other party’s doing business in a particular jurisdiction.
4. Confidential Information.
a. Nothing contained herein shall give either party any ownership rights in or to, or license to use any services, software-as-a-service, APIs, materials, trademarks, or proprietary information of the other party. Further, unless specifically set forth in writing, neither party grants the other any right, title, or interest in or to any services, software-as-a-service, APIs, software, scripts, customizations, integrations, or other work product produced during the course of performance of the Referral Agreement.
b. “Confidential Information” means all business and technical information of either party whether disclosed in writing, orally, or in any other form, tangible or intangible, including but not limited to: (i) information concerning inventions, discoveries, concepts, brainstorming, ideas, techniques, processes, designs, specifications, drawings, diagrams, models, samples, flow charts, computer programs, algorithms, data, finances, and financial plans, customer names, customer lists, business plans, contracts, marketing plans, production plans, distribution plans, system implementation plans, scripts, business concepts, supplier information, business procedures, business processes, business operations, all know-how and intellectual property, and any/all materials related thereto; and (ii) any information or materials that either party obtains from any third party that the obtaining party treats as proprietary or designates as Confidential, whether or not owned by the obtaining party. Squaretalk’s Confidential Information shall include, without limitation, the features and functionality of the Squaretalk Platform, training information and materials, marketing materials, client names, and any information about any New Client Agreements.
c. Both parties agree that information will not be considered Confidential Information to the extent, but only to the extent, that such information: (i) is already known to the receiving party prior to signing the Referral Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received by the receiving party from a third party without restriction and without breach of the Referral Agreement; or (iv) is independently developed by the receiving party, and such development can be demonstrated by a written record.
d. The receiving party may disclose Confidential Information to the extent that such disclosure is necessary for the receiving party to enforce its rights under the Referral Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the receiving party promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party if the disclosing party seeks an appropriate protective order.
e. The parties agree not to disclose, reveal, or otherwise release any Confidential Information obtained, developed, or disclosed in the performance of the Referral Agreement, whether oral or written, to any third party, or directly or indirectly use such Confidential Information, other than in the performance of the Referral Agreement, except as previously authorized in writing by the other party.
5. Expenses. Each party shall bear their own expenses that are incurred by them during the Term.
6. Assignment; Successors and Assigns. The Referral partner may not transfer or assign their Referral Agreement or any of its rights or obligations under a referral Agreement to any third party without the express prior written consent of the other party, provided that each party may assign a Referral Agreement as part of the transfer of the majority of its stock or all or substantially all of its assets, by merger, acquisition, consolidation, or similar event. Subject to the foregoing, the Referral Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Referral Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns hereunder, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
7. Amendments and Waiver. No amendment or modification hereto or waiver of the terms hereof shall be valid unless in writing executed by each of the parties hereto. No waiver of any term, provision, or condition of the Referral Agreement, in any one or more instances, shall be deemed to be or construed as a further waiver of any such term, provision, or condition or as a waiver of any other term, provision, or condition.
8. Entire Agreement. A Referral Agreement, including the Addenda below, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in the Referral Agreement, and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. No provisions of the Referral Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. The Referral Agreement shall not be effective with respect to, or binding on, any party until fully executed by both parties.
9. No consequential damages. Except for any damages resulting from a party’s breach of section 6 (confidential information) or willful misconduct or gross negligence, in no event shall either party be liable to the other for any indirect, consequential, special, or incidental damages (including, without limitation, damages for loss of profits and the like) arising out of, related to, or in connection with the Referral agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if the other party has been advised of the possibility of such damages.
10. Indemnification. Referral Agent agrees to indemnify, defend, and hold harmless Squaretalk, and its affiliates, directors, officers, employees, and Referral Agents (the “Indemnified Parties”), from and against any and all liability, claims, losses, damages, injuries, or expenses (including, without limitation, reasonable attorneys’ fees) incurred as a result of an allegation, claim, or action brought by a third party against any Indemnified Party and arising out of, related to, or in connection with any actions of the Referral Agent under a Referral Agreement.
11. Governing Law. Any Referral Agreement shall be governed by the laws of either Israel or Bulgaria, at Squaretalk’s sole discretion, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Referral Agreement. Any dispute, controversy, or claim arising out of or in connection with a Referral Agreement shall be subject to the exclusive jurisdiction of the competent courts in either Israel or Bulgaria, as determined by Squaretalk, and both parties hereby irrevocably submit to the jurisdiction and venue of such courts.
12. Compliance with Laws and Termination Rights
The Referral Partner represents and warrants that it shall at all times comply with all applicable laws, regulations, and rules, including but not limited to those relating to anti-fraud, anti-bribery, anti-corruption, anti-money laundering, and any other laws aimed at preventing illegal or unethical conduct.
The Referral Partner shall not engage in, promote, or facilitate any illegal, deceptive, fraudulent, or criminal activity, directly or indirectly, in connection with a Referral Agreement or the promotion, resale, or referral of Squaretalk’s products or services.
Squaretalk reserves the right to immediately suspend or terminate any Referral Agreement and the Referral Partner’s access to its services and systems without notice in the event of any suspected or actual breach of this clause, including but not limited to involvement in any unlawful, fraudulent, or criminal activity.
Such termination shall be without prejudice to any other rights or remedies available to Squaretalk under the Referral Agreement or applicable law.
13. Attorneys’ Fees. In the event any action or proceeding is brought by either party against the other to enforce the terms of a Referral Agreement, the prevailing party(s) shall be entitled to recover its reasonable attorneys’ fees actually incurred in such action or proceeding, in addition to such other relief as may be awarded.
14. Survival. In addition to any other provisions that expressly survive by their terms, the following provisions shall survive any expiration or termination of the Referral Agreement: Sections 5 (Independent Business), 6 (Confidential Information), and 8 through 15 (inclusive).
15. Counterparts; Electronic Signature. A Referral Agreement may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed an original and all of which counterparts, taken together, constitute one and the same agreement. Signatures delivered via facsimile or electronic transmission shall be binding upon the party so delivering such a signature, regardless of whether originally executed signatures are subsequently delivered.
Squaretalk Technology Partners
By entering a Technology Partner Agreement, Squaretalk (hereinafter referred to as: “Squaretalk” or “Company”) and the partnering organization, entering a Technology Partner Agreement with the Company NOW, THEREFORE, in consideration of the foregoing premises and agreements hereinafter contained, the parties mutually agree with the terms of Squaretalk technology partners policy as follows:
1. Obligations of partner.
a. partner will use reasonable best efforts to promote Eligible Squaretalk Products and introduce Potential New Clients (defined below) of Eligible Squaretalk Products to Squaretalk. Once a Potential New Client has been introduced to Squaretalk by partner, partner agrees to provide usual and customary support (including, without limitation, arranging meetings and teleconferences) for the negotiation and execution of a New Client Agreement (defined below) as well as to provide support to Squaretalk in the performance of such agreement as reasonably requested by Squaretalk.
b. partner will undertake all measures necessary to ensure that its activities hereunder comply in all respects with all applicable laws, statutes, regulations, and ordinances as well as all industry standards of professionalism and fair practices. partner will not make (i) any false or misleading statements about the Platform to Potential New Clients or others, or (ii) any representations, warranties, or guarantees with respect to the Squaretalk Platform, Squaretalk, or any of Squaretalk’s obligations to any third party that are not consistent with the terms of a Technology Partner Agreement.
c. partner will not make commitments or obligate Squaretalk in any way with respect to any third party, including, without limitation, with any Potential New Client without first obtaining the express written agreement of Squaretalk. partner will engage Squaretalk in matters of client license pricing, implementation fees, feature development, or professional services and Squaretalk will represent its own interest in these matters.
2. Obligations of Squaretalk to pay Commissions. Squaretalk will be obligated to pay Commissions (as hereinafter defined) to partner only if all of the following criteria (in addition to any others expressly set forth in Addendum A) are met:
a. partner has introduced a potential new client to Squaretalk and such potential new client has had no prior relationship with Squaretalk, including, without limitation, as a current or former client or a potential prospect and such potential new client has not been in negotiations with Squaretalk for access to the Squaretalk Platform within the ninety (90) days prior to such introduction (a “Potential New Client”).
b. The introduction by the partner of a Potential New Client to Squaretalk results in a signed agreement between such Potential New Client and Squaretalk for one or more Eligible Squaretalk Products within one (1) year of such initial introduction to Squaretalk by the partner (a “New Client Agreement”), whereby Squaretalk receives payment from such client for access to the Eligible Squaretalk Products in accordance with such New Client Agreement (a “New Squaretalk Client”).
3. Customer’s Right to Engagement. the Company reserves the right to determine the Partner as no longer eligible for a Commission whereas the Customer is no longer actively engaged with the Partner. To initiate the process stipulated herein the Company is required to provide written notice to the the Partner. The Partner retains the right to provide proof of engagement with the Customer in the form of electronic, written, and verbal communication, such as e-mail, signed minutes of meeting, electronic chat transcripts, or verified call transcripts/recordings. Whereas, the Partner is unable to provide such proof of engagement, or the customer provides proof of the cessation of engagement, for a period of no less than two months, the Partner’s rights under the Technology Partner Agreemenagreent, for The Customer, in question, become null and void.
4. Term and Termination of Agreement. Unless earlier terminated as set forth herein, the initial term of a Technology Partner Agreement shall commence on the Effective Date of signature and continue for a period of two years (the “Initial Term”). Thereafter, if still in effect at that time, a Technology Partner Agreemen shall continue month-to-month unless either party gives notice of non-renewal before the start of any such monthly renewal term (together with the “Initial Term,” the “Term”). Either party may terminate a Technology Partner Agreemen at any time for any reason or no reason by providing at least 30 days prior written notice to the other party (a “Termination for Convenience”). Squaretalk’s obligation to pay the Commission owing to the partner pursuant to a Technology Partner Agreemen for New Squaretalk Clients introduced to Squaretalk by the partner prior to the expiration or Termination for Convenience of a Technology Partner Agreemen shall survive any such expiration or Termination for Convenience so long as such New Client Agreement is entered into within the six (6) month period after the initial introduction of a Potential New Client to Squaretalk during the Term. In addition, either party may terminate a Technology Partner Agreemen if the other party does not cure a material breach within thirty (30) days of receipt of written notice (a “Termination for Breach”). Squaretalk shall have no obligation to pay any Commission owing to the partner as of the date of termination in the event of a Termination for Breach by Squaretalk. Upon any termination or expiration of a Technology Partner Agreemen for any reason, partner shall: (a) will immediately discontinue all promotion of the Squaretalk Platform and any use of Squaretalk Confidential Information; and (b) return or destroy, at Squaretalk’s option, all Squaretalk marketing materials and other Squaretalk Confidential Information in partner’s possession.
5. Independent Business. Notwithstanding any use of the term “partner,” the parties expressly understand and agree that each party is an independent contractor of the other, and neither party shall be considered (for any purpose) to be an employee, partner, joint venturer, or partner of the other party. As such, neither party will have any right, power, or authority to create any obligation or responsibility on behalf of the other party. Apart from the payment of the Commission, neither party is responsible to the other for any other compensation, nor for employee benefits and/or matters relating thereto (including but not limited to the withholding and/or payment of federal, state, and local income and other payroll taxes) nor for workers’ compensation, disability benefits, or any other legal requirements of a similar nature. Neither party shall be responsible for tax payments of the other, and in particular, neither party shall be responsible for any foreign, federal, state, or local taxes based on the net income or receipts based on the other party’s doing business in a particular jurisdiction.
6. Confidential Information.
a. Nothing contained herein shall give either party any ownership rights in or to, or license to use any services, software-as-a-service, APIs, materials, trademarks, or proprietary information of the other party. Further, unless specifically set forth in writing, neither party grants the other any right, title, or interest in or to any services, software-as-a-service, APIs, software, scripts, customizations, integrations, or other work product produced during the course of performance of the Technology Partner Agreement.
b. “Confidential Information” means all business and technical information of either party whether disclosed in writing, orally, or in any other form, tangible or intangible, including but not limited to: (i) information concerning inventions, discoveries, concepts, brainstorming, ideas, techniques, processes, designs, specifications, drawings, diagrams, models, samples, flow charts, computer programs, algorithms, data, finances and financial plans, customer names, customer lists, business plans, contracts, marketing plans, production plans, distribution plans, system implementation plans, scripts, business concepts, supplier information, business procedures, business processes, business operations, all know-how and intellectual property, and any/all materials related thereto; and (ii) any information or materials that either party obtains from any third party that the obtaining party treats as proprietary or designates as Confidential, whether or not owned by the obtaining party. Squaretalk’s Confidential Information shall include, without limitation, the features and functionality of the Squaretalk Platform, training information and materials, marketing materials, client names, and any information about any New Client Agreements.
c. Both parties agree that information will not be considered Confidential Information to the extent, but only to the extent, that such information: (i) is already known to the receiving party prior to signing a Technology Partner Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received by the receiving party from a third party without restriction and without breach of a Technology Partner Agreement; or (iv) is independently developed by the receiving party, and such development can be demonstrated by a written record.
d. The receiving party may disclose Confidential Information to the extent that such disclosure is necessary for the receiving party to enforce its rights under a Technology Partner Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the receiving party promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party if the disclosing party seeks an appropriate protective order.
e. The parties agree not to disclose, reveal, or otherwise release any Confidential Information obtained, developed, or disclosed in the performance of a Technology Partner Agreemen, whether oral or written, to any third party, or directly or indirectly use such Confidential Information, other than in the performance of a Technology Partner Agreemen, except as previously authorized in writing by the other party.
7. Expenses. Each party shall bear their own expenses that are incurred by them during the Term.
8. Assignment; Successors and Assigns. Neither party may transfer or assign a Technology Partner Agreement or any of its rights or obligations under a Technology Partner Agreement to any third party without the express prior written consent of the other party, provided that each party may assign a Technology Partner Agreement as part of the transfer of the majority of its stock or all or substantially all of its assets, by merger, acquisition, consolidation, or similar event. Subject to the foregoing, a Technology Partner Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. A Technology Partner Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns hereunder, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
9. Amendments and Waiver. No amendment or modification hereto or waiver of the terms hereof shall be valid unless in writing executed by each of the parties hereto. No waiver of any term, provision, or condition of A Technology Partner Agreement, in any one or more instances, shall be deemed to be or construed as a further waiver of any such term, provision, or condition or as a waiver of any other term, provision, or condition.
10. Entire Agreement. A Technology Partner Agreement, contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in a Technology Partner Agreement, and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. No provisions of a Technology Partner Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. A Technology Partner Agreement shall not be effective with respect to, or binding on, any party until fully executed by both parties hereto.
11. No consequential damages. Except for any damages resulting from a party’s breach of section 6 (confidential information) or willful misconduct or gross negligence, in no event shall either party be liable to the other for any indirect, consequential, special, or incidental damages (including, without limitation, damages for loss of profits and the like) arising out of, related to, or in connection with a Technology Partner Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if the other party has been advised of the possibility of such damages.
12. Indemnification. Partner agrees to indemnify, defend and hold harmless Squaretalk, and its affiliates, directors, officers, employees, and partners (the “Indemnified Parties”), from and against any and all liability, claims, losses, damages, injuries, or expenses (including, without limitation, reasonable attorneys’ fees) incurred as a result of an allegation, claim, or action brought by a third party against any Indemnified Party and arising out of, related to, or in connection with any actions of the partner under a Technology Partner Agreement.
13. Compliance with Laws and Termination Rights
The Technology Partner represents and warrants that it shall at all times comply with all applicable laws, regulations, and rules, including but not limited to those relating to anti-fraud, anti-bribery, anti-corruption, anti-money laundering, and any other laws aimed at preventing illegal or unethical conduct.
The Technology Partner shall not engage in, promote, or facilitate any illegal, deceptive, fraudulent, or criminal activity, directly or indirectly, in connection with a Technology Partnership Agreement or the promotion, resale, or referral of Squaretalk’s products or services.
Squaretalk reserves the right to immediately suspend or terminate any Technology Partnership Agreement and the Technology Partner’s access to its services and systems without notice in the event of any suspected or actual breach of this clause, including but not limited to involvement in any unlawful, fraudulent, or criminal activity.
Such termination shall be without prejudice to any other rights or remedies available to Squaretalk under the Technology Partner Agreement or applicable law.
14. Governing Law. Any Technology Partner Agreement shall be governed by the laws of either Israel or Bulgaria, at Squaretalk’s sole discretion, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Technology Partner Agreement. Any dispute, controversy, or claim arising out of or in connection with a Technology Partner Agreement shall be subject to the exclusive jurisdiction of the competent courts in either Israel or Bulgaria, as determined by Squaretalk, and both parties hereby irrevocably submit to the jurisdiction and venue of such courts.
15. Attorneys’ Fees. In the event any action or proceeding is brought by either party against the other to enforce the terms of a Technology PartnerAgreement, the prevailing party(s) shall be entitled to recover its reasonable attorneys’ fees actually incurred in such action or proceeding, in addition to such other relief as may be awarded.
16. Survival. In addition to any other provisions that expressly survive by their terms, the following provisions shall survive any expiration or termination of the Technology Partner Agreement: Sections 5 (Independent Business), 6 (Confidential Information), and 8 through 15 (inclusive).
17. Counterparts; Electronic Signature. A Technology Partner Agreement may be executed in any number of counterparts, each of which counterpart, when so executed and delivered, shall be deemed an original and all of which counterparts, taken together, constitute one and the same agreement. Signatures delivered via facsimile or electronic transmission shall be binding upon the party so delivering such a signature, regardless of whether originally executed signatures are subsequently delivered.
