Reseller Terms and Conditions

I. Subject Matter, Territory

ViralTracker BV (hereinafter referred to as "ViralTracker") is the author and manufacturer and vendor of the "ViralTracker" software (hereinafter referred to as "Software") and therefore also the sole contractual partner to the customer (hereinafter referred to as "Reseller"). The Vendor grants the Reseller certain rights within the framework of the Terms and Conditions contained in this document.
The Reseller shall be entitled to purchase the Software from the Vendor for the purpose of reselling or to establish the contact for the sale of the Software to final customers.
The territory of the contract shall be clearly defined and restricted. The Reseller shall be entitled to distribute the Software within the assigned country or territory.

II. Legal Position of the Reseller, Definition

The Reseller shall act on behalf of the Vendor either as an independent commercial agent whereby he establishes the contact for the sale of the Software to final customers (hereinafter referred to as "Reseller as a commercial agent"). This may take place, for instance, by the Reseller as a commercial agent setting a link on his website to ViralTracker’s website, so that the user can click this link in order to see the Software.
ViralTracker will list the reseller at the ViralTracker website under Resellers.
The Reseller shall be entitled to invoice customer payments. The reseller will send a credit invoice to ViralTracker and make the commission payment within 14 days.
ViralTracker will refer its leads in the territory to its Resellers, but shall remain entitled to sell directly in the territory if the Reseller fails to convert leads into clients. In this case the Reseller will not be able to claim commission.

III. Obligations of the Reseller

The Reseller shall perform the tasks and rights assigned to him pursuant to these Terms and Conditions with the diligence of a prudent businessman. He shall protect the interests of ViralTracker.
The Reseller shall observe the rules of fair competition.
The Reseller shall treat as strictly confidential any trade and business secrets made known to him by ViralTracker within the scope of the performance of the partnership agreement. He shall ensure that such obligation is also observed by his own employees. Such obligation shall survive a termination of contract.
The Reseller warrants that he is in possession of the all the official approvals and licenses which may be required under national law in order to perform any activities within the scope of these Terms and Conditions.
Reseller is expressly prohibited to
1. sell upgrades of the software
2. rent or lend the software to others
3. create custom installer packages without the written permission of ViralTracker
4. bundle or integrate ViralTracker software with other software products without written permission

IV. Special Obligations of the Reseller as an Authorized Distributor

The Reseller as an authorized distributor shall distribute the Software in the territory of the contract and shall undertake suitable efforts in order to ensure the highest possible sales.
The Reseller as an authorized distributor shall be obliged to distribute the Software under the brands, name and in the form of presentation specified by ViralTracker.
The Reseller as an authorized distributor shall not change the Software supplied nor the make-up or packaging thereof; the Reseller as an authorized distributor shall, in particular, not change or remove any existing warnings related to the improper use of the products or any information concerning their correct use. In the event that the Reseller as an authorized distributor violates his obligations under the preceding sentence, the Reseller as an authorized distributor shall within the scope of the internal relationship between the parties hereto indemnify and hold harmless ViralTracker against any product liability claims raised by third parties if and to the extent to which such damage was caused by him.
In the event that ViralTracker are forced to recall the Software as a result of a defect thereof, the Reseller as an authorized distributor shall support ViralTracker and take any reasonable measures requested of him by ViralTracker. ViralTracker shall refund the Reseller as an authorized distributor for any necessary costs incurred in this context.
The Reseller as an authorized distributor shall notify ViralTracker immediately of any risks which come to his knowledge during the use of the Software as well as of any product defects.
The Reseller as a contractual agent shall be obliged to ensure that the final user agrees to ViralTracker’s General Terms and Conditions for Final Customers which are available online at all times.

V. Obligations of ViralTracker; Deadlines

ViralTracker shall assign to the Reseller during the performance of his work a revocable license to use ViralTracker's company name, its brands and other logos. The Reseller shall ensure that the Reseller's legal status is clearly stated in this context. Advertising measures shall be subject to co-ordination with ViralTracker prior to their publication.
ViralTracker shall forward on a monthly basis either directly or via an authorized third party to the Reseller as a commercial agent the required notices and information concerning the acceptance or rejection of a transaction initiated by the Reseller as a commercial agent or the non-performance of a transaction. Such notification shall be effected by forwarding a monthly account. Otherwise, ViralTracker shall be at liberty to accept or reject a transaction with a customer acquired by the Reseller.
Details concerning the Software performance and time of delivery shall not be binding unless ViralTracker has agreed to a delivery date in writing.

VI. Delivery and Scope of Performance

The Software comprises the program and the user manual as a PDF file in English. The Software shall be delivered web-based
Any presentation or rendering in test programs, product and project descriptions shall not be deemed to constitute any warranty of properties unless explicitly referred to as such.
The Reseller must conduct all orders online through the safe ordering process provided by ViralTracker, using his dedicated Reseller ID and password.

VII. Commission for the Reseller

ViralTracker shall be entitled to claim commission for any transactions from the Reseller within 14 days during the term of this contract and which are the result of his activities. The amount of such commission shall be subject to a separate agreement to be determined by ViralTracker.
ViralTracker’s commission shall be calculated on the basis of the net invoice sum. No commission shall be claimed for transactions carried out directly by the Reseller.
ViralTracker shall be entitled to receive the Reseller’s credit invoice for the commission within 14 days after the Reseller has sold the license to its client. The payment term of the Reseller is 14 days after the date on the credit invoice.
In the event that the Reseller’s customer fails to pay or in the event of non-performance of a transaction due to circumstances beyond of ViralTracker's control, the claim for commission shall be retained and not reduced.

VIII. Defects of Quality and Defects in Title

ViralTracker shall supply the Software to the Reseller in a condition free from defects in quality or defects in title. Defects affecting the suitability for use of the Software to a minor extent only shall not be considered as defects for the purposes of this agreement. Functional impairment caused by the hardware and software environment made available by the Reseller, operator error, defective external data, computer network malfunction or any other reason belonging to the Reseller's sphere of responsibility shall not be considered as defects for the purposes of this agreement.
ViralTracker shall initially eliminate any defects in quality by repair. The Reseller shall be entitled to demand repair or a new copy of the Software unless ViralTracker is entitled by law to refuse such repair or replacement. The Reseller shall grant to ViralTracker a reasonable period of grace for repair/replacement. Such repair/replacement may also take place in such a manner that ViralTracker supplies the Reseller with the latest service pack in order to eliminate the defect unless it can be ruled out that such action will succeed in eliminating the defect.
In the case of failure to repair or replace as aforesaid the Reseller shall be entitled to reduce its payment(s) or to cancel the agreement. Damages shall be subject to section 10 hereof.

IX. Liability

ViralTracker shall pay damages or refund futile expenditure for whatever legal reason (including, but not limited to, failure to fulfill obligations, tortuous act) to the following extent only.
1. In the case of willful action and in the case of a guarantee concerning agreed properties: to the full amount.
2. In the case of gross negligence: to the amount of the typical or foreseeable damage to be prevented by the vendor obligation to exercise due care.
3. In any other case, always subject to a violation of a material contractual obligation and in the case of default, to the amount of typical and foreseeable damage.
Notwithstanding the foregoing, statutory liability for personal injury and liability under the product liability act shall remain unaffected.
In the event of a loss of data, ViralTracker’s liability shall be limited to the damage which would have occurred even with the Reseller performing correct data backup procedures.
To the extent to which liability is limited or excluded, this shall also apply to personal liability on the part of ViralTracker's employees, representatives or agents.

X. Copyright and License

The Software (program and manual) supplied by ViralTracker is protected by copyright. For the purposes of the relationship between the parties hereto, ViralTracker shall be solely entitled to the rights relating to the Software as well as any other documentation made available during the phase of preparing and implementing this agreement.
The Reseller shall not be entitled to change or obscure in any manner any copyright notices, trademarks, other legal reservations, serial numbers or other features used for program identification purposes.
The Reseller shall be entitled to transfer the Software only to such parties who have agreed to adhere to the ViralTracker Conditions of Use in a legally binding manner.
Any other form of using the Software, including, but not limited to, its compiling, editing, arranging, or modifying in any other manner whatsoever or the (offline or online) dissemination of the Software in any other manner as well as the renting or lending out thereof shall be subject to the prior written consent of ViralTracker.
ViralTracker shall be entitled to revoke the license rights for a material reason. A material reason shall, in particular, be deemed to exist if the Reseller is in default with the payment of a substantial part of the remuneration or if the Reseller fails to abide by the terms and conditions of the license and fails to immediately remedy such default after ViralTracker's written request, including ViralTracker's announcement to terminate the license otherwise. In the event that the license is terminated, the Reseller shall return to ViralTracker the original Software as well as any copies thereof, and delete any programs stored. At ViralTracker's request, the Reseller shall confirm in writing that he has returned such Software and deleted such programs as foretasted.

XI. Term; Consequences of a Termination Hereof

The contractual relationship shall commence as soon as the Reseller has returned the signed ViralTracker partnership agreement.
The ViralTracker partnership agreement can be terminated by both parties effective as of the end of the month subject to the period of notice set at 3 months.
Each party hereto shall be entitled to terminate the contract without notice for a material reason. A justified important cause for termination without notice shall be deemed to exist if the trust existing between the parties hereto is impaired by the other party to the contract to such an extent the that part terminating the contract cannot accept a continuation of the Reseller contract.
Any termination hereof shall not be valid unless made in writing, however, an email shall be deemed to be sufficient.
In the event of a termination hereof, Resellers having their place of business outside the Netherlands shall not be entitled to raise equalization claims.

XII. Non-Competition Clause

During the term hereof, the Reseller shall not be entitled to participate either directly or indirectly in any ViralTracker competitor company. This shall not include investments in public limited companies listed on the stock exchange as long as such investment does not grant to the Reseller significant influence on the company.

XIII. Penalty

In the event that the Reseller violates his obligations, he shall pay to ViralTracker for each culpable violation a penalty, to be determined according to ViralTracker's reasonable discretion and in the case of dispute to be examined by a court having jurisdiction.
Notwithstanding the foregoing, ViralTracker shall also be entitled to terminate this contract without notice for a material reason due to violations of this contract and to enforce its claims for information and damages and/or forbearance.

XIV. Privacy

The Reseller is herewith informed that ViralTracker collects, stores, processes and – if necessary – passes on to third parties the Reseller's data to the extent necessary for the performance hereof and subject to the applicable data protection and data privacy laws.

XV. Place of Jurisdiction/Applicable Law

The place of jurisdiction and place of performance for all claims and disputes arising in conjunction with the business relationship between the parties on the grounds of these Terms and Conditions shall be Amsterdam, The Netherlands.
This contract shall be exclusively subject to the laws of The Netherlands.
The language of this contract shall be English.

XVI. Ancillary Agreements

In the event that a provision of this contract is or becomes invalid or unenforceable, such invalidity or impossibility to enforce shall not affect the validity of the remaining provisions hereof. Instead, the parties hereto agree to replace such invalid or unenforceable provision with a valid or enforceable provision that reflects in as far as possible the economic and immaterial intent of the contract.
Any act deviating from the contract shall neither modify nor delete any agreed rights, nor shall it establish any new rights or obligations.