By submitting this form you have read, understood, and accept the terms and conditions as stated below:
With the submission of this application and acceptance into the bizagi Authorized Reseller Program, you ("Reseller") agree to pay the yearly Reseller Program Fee at the then established price published in the current Price List. Fees are non-refundable.
Bizagi Limited hereby grants Reseller the non-exclusive right to resell, during the Term and within the territory of the country of its primary business address as registered in this form only, the bizagi Software to end users and use the bizagi Software for demonstration purposes. Reseller agrees in good faith to use best efforts to market, demonstrate, and sell the software products. Reseller agrees to maintain sufficient trained sales and technical personnel to promote the sale of bizagi products.
For Resellers outside the European Union and the European Free Trade Association, Reseller understands that it is not permitted to ship or divert any bizagi products into the European Union/European Free Trade Association without bizagi’s written consent. In addition, Reseller agrees not to engage in buying or selling via the 'grey market', in particular, but not limited to, shipping or diverting bizagi products into the US, and will comply with all U.S. and other applicable export regulations. Bizagi may use technologies to verify such compliance.
Reseller understands and agrees that the source code and object code of the software, all technical information related to the Software, and all knowledge of bizagi's business plans and practices are confidential and constitute trade secrets of bizagi Limited. Reseller will not disclose, exhibit, reproduce, summarize, sell, or distribute any confidential information to any other person other than the Reseller's agents, employees, and advisors who need to know. Reseller understands and agrees that Reseller Kit Software is for demonstration and evaluation purposes only and not for resale.
It is understood that Reseller is an independent contractor and not an agent, partner, or joint venture of bizagi Limited, and may not bind or incur any obligations or liability on behalf of BizAgi in any manner whatsoever.
Bizagi reserves the right to modify the Authorized Reseller Program, including the eligibility requirements and benefits and this Terms and Conditions, at any time without prior notice. When changes are made, bizagi may notify you of the changes via email or the Partner Portal. If any modification is unacceptable to you, your sole recourse is to terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding acceptance of the changes.
Initial Term and Renewal. The initial term of this Agreement shall be one year from the date of the payment of the Reseller Program Fee. Thereafter, this Agreement shall automatically renew for successive one-year renewal terms, unless either party gives written notice of non-renewal to the other, at least ninety (90) days in advance of the expiration date of the initial term or any renewal term, or Reseller fails to provide payment on Reseller Program Fee. In such cases this Agreement shall terminate on the last day of the initial term or the then-current renewal term, as the case may be. Reseller agrees to pay in advance the Reseller Program Fee in respect of the Initial Term and each renewal term.
Termination of Reseller. Bizagi Limited may terminate this Agreement at any time, on ten day´s written notice, in the event of a breach of the Terms and Conditions by Reseller.
Effect of Termination. Upon the termination or expiration of this Agreement, the Reseller rights shall terminate and Reseller shall promptly destroy all copies of the bizagi Software and documentation in its possession or under its control. In particular, Reseller will no longer be able to resell, use the bizagi software, nor access the partner portal and the services associated with it. Reseller shall not be entitled to an indemnity for goodwill, market positioning, duration of this Agreement or similar compensation, nor any type of indemnification or monetary consideration based on payments by Reseller to bizagi Limited, profits derived from this Agreement or otherwise in the event of termination of this Agreement for any reason. Neither party will be liable for damages of any kind solely as a result of exercising its right to terminate this Agreement.
Indemnification. By bizagi Limited. Bizagi Limited will defend any action brought against Reseller based solely on a claim that an Application infringes a patent, trade mark, service mark, design right (whether registrable or otherwise), applications for any of the foregoing, copyright, database right, trade or business name and other similar right or obligation whether registrable or not in any country or misappropriates the proprietary trade secret of any third party. Bizagi Limited will indemnify Reseller against all liabilities, obligations, losses, costs, damages and other expenses and attorneys’ fees relating to claims arising from any act or omission by bizagi Limited which are directly attributable to such claim, provided that Reseller is not in breach of this Agreement and that bizagi Limited is given prompt written notice of such claim (which shall in no event be more than five (5) days after Reseller receives notice of such claim), reasonable assistance from Reseller, and sole authority to defend or settle such claim. If an Application becomes, or in bizagi Limited’s opinion is likely to become, the subject of a claim of infringement, bizagi Limited may, at its option, procure for Reseller the right to continue to use the Application, replace or modify the Application to make it non-infringing. Bizagi Limited will have no liability for any claim based on (a) any modification of an Application, except with respect to modifications performed by bizagi Limited or its agents at the direction of bizagi Limited or to the extent that such client/third-party modifications are an intended feature thereof; (b) any use of an Application other than as provided in this Agreement; or (c) any use of third-party products not licensed from bizagi Limited or the combination of any third party products not licensed from bizagi Limited with an Application if the use of the bizagi Limited Application in standalone form would have avoided the infringement. This Section sets forth bizagi Limited’s complete liability with respect to infringement of intellectual property rights.
By Reseller. Reseller will defend any action brought against bizagi Limited based solely on a claim that the Reseller has infringed a patent, trade mark, service mark, design right (whether registrable or otherwise), applications for any of the foregoing, copyright, database right, trade or business name and other similar right or obligation whether registerable or not in any country or misappropriates the proprietary trade secret of any third party. Reseller will indemnify bizagi Limited against all liabilities, obligations, losses, costs, damages and other expenses and attorneys’ fees relating to claims arising from any act or omission by Reseller which are directly attributable to such claim, provided that bizagi Limited is not in breach of this Agreement and that Reseller is given prompt written notice of such claim (which shall in no event be more than five (5) days after bizagi Limited receives notice of such claim), reasonable assistance from bizagi Limited, and sole authority to defend or settle such claim.
Governing Law.This Agreement and the performance hereunder shall in all respects be governed by the laws of the United Kingdom, without regard to its conflicts of law rules. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods.
As part of becoming a bizagi Authorized Reseller, a person that is authorized to bind your company must agree that your company will comply with the above terms and conditions.
