Walldorf Reseller Agreement

Effective Date: January 1, 2023

This Walldorf Reseller Agreement (the “Reseller Agreement“) is between the applicable reseller (“you” or “Reseller“), and Walldorf Integration Solution Ltd (Reg No.: IBC/07/15/11223). If you are agreeing to this Reseller Agreement not as an individual but on behalf of your company, then “Reseller” or “you” means your company, and you are binding your company to this Reseller Agreement.

This Reseller Agreement is a separate agreement from the agreement that Walldorf has with its end users (as may be modified by Walldorf from time to time, “Walldorf Customer Agreement or End User License Agreement“). For convenience and consistency, however, the definitions of certain terms related to our products and services (namely Software, Services, Products, and Authorized Users) will be the same as those in the Walldorf Customer Agreement. This Agreement applies solely to authorized resellers and does not apply to end customers purchasing Software for their own internal use.

“Distributor” means a third-party entity authorized by Walldorf, from time to time and in specific territories, to act as the commercial invoicing and payment collection entity for Products ordered by Reseller through Walldorf’s online ordering systems.

“Online Ordering System” means Walldorf’s website, web store, or any electronic ordering platform designated by Walldorf through which Resellers may submit Reseller Orders.

“Subscription” means a time-limited right to access and use the Software on a monthly or annual basis, subject to payment of applicable subscription fees and continued compliance with the Walldorf Customer Agreement. Walldorf does not offer perpetual licenses.

“Demo License” means a limited, non-commercial, non-transferable right to access and use the Software solely for evaluation or demonstration purposes, for a limited period (typically up to thirty (30) days), made available at no charge through the Online Ordering System. A Demo License does not constitute a Subscription and does not include any right to continued use beyond the trial period.

This Reseller Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by registering at our Web Store that is presented to you before you create an order or at the time of your order.

  1. Order Requirements.

Reseller may submit orders for resale (“Reseller Orders”) exclusively through Walldorf’s Online Ordering System, unless otherwise expressly agreed in writing by Walldorf.

All Reseller Orders are subject to acceptance by Walldorf. The commercial processing and invoicing of Reseller Orders may, depending on the applicable territory, be carried out by a Distributor appointed by Walldorf. Acceptance shall occur only upon confirmation by Walldorf or activation of the applicable Subscription, whichever occurs first.

Reseller shall ensure that all information provided in connection with a Reseller Order, including end-user details and product selections, is accurate, complete, and reflects a bona fide end-user transaction.

  1. Limited Right to Resell.

2.1 Right to resell. Subject to this Reseller Agreement, Walldorf grants Reseller a non-exclusive, non-transferable right to resell subscription-based access to the Products specified in a Reseller Order to the end user identified therein, solely for the applicable subscription term and in accordance with the Walldorf Customer Agreement.

2.2 Commercial Invoicing: Walldorf may, at its discretion and depending on territory, appoint one or more Distributors to invoice Reseller in connection with Reseller Orders submitted through the Online Ordering System.

Distributors act as independent commercial entities and not as agents of Walldorf. Walldorf remains the licensor of the Products and the owner of all intellectual property rights therein.

2.3 Demo Licenses. Demo Licenses may be made available by Walldorf directly to prospective customers or partners through the Online Ordering System for evaluation or demonstration purposes only. Demo Licenses are not resold, are not Subscriptions, and do not grant any right to continued access or conversion unless a paid Subscription is purchased in accordance with this Agreement and Schedule A.

  1. Enforcement of Walldorf Customer Agreement.

3.1. End User Terms. All use of the Products by end users is subject to the Walldorf Customer Agreement, and you may not purport to impose any other terms pertaining to their use of the Products. You are responsible for ensuring that each end user enters into the Walldorf Customer Agreement (which includes all limitations on Authorized Users and other quantity restrictions applicable to the end user’s order) in a manner that is legally binding upon the end user. This may require you to (a) notify each end user that Walldorf products are subject to the Walldorf Customer Agreement and that by placing an order with Reseller the end user agrees to the Walldorf Customer Agreement, (b) include either a copy of or link to the Walldorf Customer Agreement in each quotation and order form you issue to the end user, and (c) obtain from each end user written confirmation of acceptance of the Walldorf Customer Agreement prior to the earlier to occur of acceptance of the order by Reseller or delivery of the Product. You must provide evidence of such acceptance by the end user to Walldorf upon request.

3.2. Enforcement Cooperation. You agree to immediately notify us of any known or suspected breach of the Walldorf Customer Agreement or other unauthorized use of the Products and to assist us in the enforcement of the terms of the Walldorf Customer Agreement.

  1. Identification as Reseller.

Subject to this Reseller Agreement, you are permitted to identify yourself as an Walldorf “Reseller” solely in connection with your resales of Products. You may use an appropriate Walldorf partner logo or service mark (“Walldorf Marks”) in your website and business collateral as per the terms and conditions set forth by Walldorf. All goodwill arising from your use of Walldorf Marks inures to the benefit of Walldorf.

  1. Payment and Delivery.

5.1. Cloud Products, Subscription Fees and renewals.

Payment obligations, subscription terms, renewal mechanics, invoicing arrangements, and applicable taxes are governed by Schedule A (Commercial Terms).

Access to Products is conditional upon receipt of applicable payments in accordance with Schedule A. Failure to make timely payment may result in suspension or termination of access to the Products.

5.2. Delivery.

Upon receipt of payment from the Reseller to the applicable Distributor or directly to Walldorf, Walldorf will provision access credentials or other access mechanisms necessary for use of the Products or access the applicable Products directly to the delivery contact specified in the Reseller Order in accordance with our standard delivery procedures. If we deliver the license keys or logins to you, you agree that you will, in turn, deliver them directly to the end user specified in the Reseller Order, and not to use or access the Software, Hosted Services, or other Products in any way. You must either delete all license keys promptly thereafter or maintain them in confidence.

5.3. Subscription Fees.

Where a Distributor issues the applicable invoice, Reseller shall remit payment directly to the Distributor in accordance with the invoice terms. Failure to make timely payment constitutes a material breach of this Agreement.

Where Reseller invoices End Users directly, Reseller shall be solely responsible for collection from the End User. Where payment is made through the Online Ordering System or invoiced by a Distributor, Reseller shall have no collection or trust obligation with respect to such payments.

All subscription fees are non-refundable except as expressly required by applicable law or as set forth in Schedule A.

5.5. Taxes.

Prices exclude applicable taxes, duties, or similar governmental charges, which may be calculated, collected, and invoiced by Walldorf or the applicable Distributor acting as merchant of record, as further described in Schedule A.

  1. Feedback.

If you provide any feedback, comments, suggestions, ideas, description of processes, or other information to us about or in connection with the Products or our Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback“), then you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Reseller Agreement (including without limitation Section 12 (Confidentiality)) limits Walldorf’ right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

  1. Support Program.

As a partner, you get access to our knowledge base and related assets available at our Support Portal. Entering into this Reseller Agreement does not qualify you as an user of Support program, or grant you any related rights.

  1. No Use Rights; Walldorf Reserved Rights.

Only the end user customer of the Products (and its Authorized Users) may use the Products. You are not permitted to use any Products resold under this Reseller Agreement for your own benefit. To the extent that you nevertheless gain any access to the Products, all license restrictions in the Walldorf Customer Agreement apply to you. Notwithstanding anything to the contrary contained in this Reseller Agreement, except for the limited resale right in Section 2 above, Walldorf and its suppliers have and will retain all rights, title and interest (including without limitation all patent, copyright, trademark, trade secret and other intellectual property rights) in and to all Products, service descriptions, documentation, and underlying technology (“Walldorf Technology”), and all copies, modifications and derivative works thereof, including without limitation as may incorporate Feedback. You acknowledge that you are obtaining only a limited right to resell the Products and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Reseller Agreement or otherwise.

  1. Reseller Obligations and Liability.

9.1. End User Relationships; Business Practices.

You agree not to represent yourself as an agent or employee of Walldorf and agree that we will have primary control over any end user communication regarding the Products once you submit a Reseller Order. You will not make any representations regarding Walldorf, on Walldorf’ behalf, or about any Products. You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Walldorf or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. You further agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

 9.2. Indemnity.

You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of Products. You will indemnify, hold harmless and (at Walldorf’ option) defend Walldorf from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which Walldorf becomes liable arising from or relating to: (a) any breach or alleged by you of any term of this Reseller Agreement, (b) the issuance by you of any warranty or representation regarding Walldorf or its products or services not specified in the Walldorf Customer Agreement, or (c) any of your other acts or omissions in connection with the marketing or resale of the Products under this Reseller Agreement.

  1. Termination.

10.1. Termination.

We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Walldorf may also terminate this Reseller Agreement immediately upon notice to you if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Walldorf or otherwise harm Walldorf or its end users.

10.2. Effect of Termination.

You expressly agree that Walldorf will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as an Walldorf Reseller and using Walldorf Marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Sections 5 (Payment and Delivery) (but only with respect to Reseller Orders completed during the Term), 6 (Feedback) and 8 (No Use Rights; Walldorf Reserved Rights) through 17 (General) will survive.

Upon termination or expiration of this Agreement, all active Subscriptions shall continue only for their paid-up term, after which access to the Products shall automatically cease unless otherwise agreed in writing by Walldorf.

  1. Changes to Agreement.

From time to time, we may modify this Reseller Agreement. The version of this Reseller Agreement in place at the time you submit each Reseller 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, but we also suggest that you bookmark this Reseller Agreement and read it periodically.

  1. Confidentiality.

Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as “Receiving Party“) from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Walldorf Technology and any performance information relating to the Products shall be deemed Confidential Information of Walldorf without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

  1. Walldorf Commitments; DISCLAIMER OF WARRANTIES.

For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Walldorf with respect to use of the Products are made directly by Walldorf to the end user in accordance with the Walldorf Customer Agreement and do not extend to you as a Reseller. We make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO you as a RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

  1. LIMITATION OF LIABILITY.

14.1. Waiver of Consequential Damages.

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER WALLDORF NOR ITS SUPPLIERS SHALL 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), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

14.2. Liability Cap.

TO THE FULLEST EXTENT ALLOWED BY LAW, WALLDORF’ AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO WALLDORF OR AN AUTHORIZED DISTRIBUTOR IN RESPECT OF THE APPLICABLE RESELLER ORDER.

  1. Dispute Resolution; Governing Law

15.1. Dispute Resolution; Arbitration.

Any dispute between Reseller and Walldorf arising out of or relating to this Agreement shall be governed exclusively by this Section, notwithstanding that invoices or payments may be issued or collected by a Distributor. In the event of any controversy or claim arising out of or relating to this Reseller Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Reseller Agreement shall proceed to binding arbitration in accordance with Title 9 of the US Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association. The seat of arbitration shall be New York. Reseller hereby waives any objection which it may have at any time to the laying of the venue of such arbitration and also waives any claim that such arbitration is in an inconvenient forum and further waives any right to object that the Arbitration Tribunal does not have jurisdiction over such Party. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. All negotiations and arbitration proceedings pursuant to this Section 15.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.

15.2. Governing Law; Jurisdiction.

This Agreement shall be interpreted according to the laws of the State of New York without regard to or application of choice of law rules or principles.

15.3. Injunctive Relief; Enforcement.

Notwithstanding the provisions of this Section 15, nothing in this Reseller Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

15.4. Exclusion of UN Convention and UCITA.

The parties expressly agree that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Reseller Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Reseller Agreement regardless of when or where adopted.

  1. Government End Users.

The Products are commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Reseller Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defence Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

  1. General.

This Reseller Agreement is the entire agreement between you and Walldorf relating to the resale of Walldorf products as described in this Reseller Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Reseller Agreement. If any provision of this Reseller Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Reseller Agreement may not be modified or amended except as described in Section 11 (Changes to Agreement) or otherwise with the written agreement of Walldorf (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants). If either party to this Reseller Agreement breaches any provision of this Reseller Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Reseller Agreement. No failure or delay by the injured party to this Reseller Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. Reseller acknowledges that it has not relied on any representations or statements not expressly set forth in this Agreement. This Reseller Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Should you have any questions concerning this Reseller Agreement, or if you desire to contact Walldorf for any reason, please contact us.

 

Schedule A – Commercial Terms

This Schedule A (“Commercial Terms”) forms an integral part of the Walldorf Reseller Agreement (“Agreement”) and governs the commercial ordering, pricing, payment, and subscription mechanics applicable to Products resold by Reseller.

In the event of any inconsistency between this Schedule A and the main body of the Agreement, this Schedule A shall prevail with respect to commercial, payment, subscription, renewal, and invoicing matters.

  1. Product Model
    1. Subscription-Only Offering
      All Walldorf Products are offered exclusively on a subscription basis. Walldorf does not offer perpetual licenses.
    2. Subscription Terms
      Subscriptions may be offered on a monthly or annual basis, as specified at the time of order through the Online Ordering System.
    3. Access Rights
      A Subscription grants the end user a time-limited right to access and use the applicable Software for the duration of the paid subscription term, subject to compliance with the Walldorf Customer Agreement.
  2. Ordering Process
    1. Online Ordering
      All Reseller Orders shall be submitted through Walldorf’s Online Ordering System, unless otherwise expressly agreed in writing by Walldorf.
    2. Order Acceptance
      All Reseller Orders are subject to acceptance by Walldorf. Walldorf reserves the right to reject or cancel any order at its discretion, including for compliance, credit, or risk-related reasons.
    3. No Purchase Orders Required
      Unless expressly requested by Walldorf, no separate purchase order shall be required for orders placed through the Online Ordering System.
  3. Pricing and Discounts
    1. List Pricing
      Subscription pricing shall be based on Walldorf’s then-current list prices, as made available through the Online Ordering System or partner communications.
    2. Reseller Discount
      Any reseller discount applies only as reflected in the Online Ordering System or a written agreement executed by Walldorf and may be modified prospectively. Discounts may vary by Product, territory, subscription term, or partner status.
    3. Price Changes
      Walldorf may revise pricing upon renewal or for future subscription terms, provided that any such changes shall apply prospectively.
  4. Invoicing and Merchant of Record
    1. Invoicing Entity
      Depending on Reseller’s location and the applicable commercial structure, invoices may be issued by Walldorf or by a Distributor appointed by Walldorf.
    2. Merchant of Record
      The invoicing entity identified on the applicable invoice shall act as the merchant of record for that transaction.
    3. No Agency
      Distributors act as independent commercial entities and not as agents of Walldorf. Walldorf remains the licensor and intellectual property owner of the Products.
  5. Payment Terms and Methods
    1. Payment Due
      Subscription fees are due in advance at the start of each subscription term, unless otherwise specified on the applicable invoice.
    2. Payment Methods
      Payment may be made via:

      1. Credit card through the Online Ordering System,
      2. Bank transfer, or
    3. Any other payment method made available by Walldorf or the applicable Distributor.
    4. Automatic Renewal and Charging
      For subscriptions set to auto-renew, renewal charges may be processed automatically using the payment method on file, unless the subscription is cancelled prior to renewal in accordance with applicable terms.
    5. Payment Failure
      If payment fails, is reversed, or is not received when due, access to the Products may be suspended or terminated until payment is successfully completed.
    6. Non-Refundability
      All subscription fees are non-refundable and non-cancelable, except as expressly required by applicable law.
  6. Taxes
    1. Excluded Taxes
      All prices exclude applicable taxes, duties, or similar governmental charges.
    2. Tax Collection
      Taxes may be calculated, collected, and invoiced by Walldorf or the applicable Distributor acting as merchant of record, based on the jurisdiction of the transaction.
  7. Renewals, Changes, and Termination Effects
    1. Renewals
      Subscriptions shall renew automatically for successive terms unless cancelled prior to renewal in accordance with the applicable subscription terms.
    2. Upgrades and Changes
      Subscription upgrades, downgrades, or quantity changes may be made through the Online Ordering System and shall take effect in accordance with the terms presented at the time of change.
    3. Effect of Agreement Termination
      Upon termination or expiration of the Agreement, active Subscriptions shall continue only for the remainder of the paid-up term, after which access to the Products shall automatically cease unless otherwise agreed in writing by Walldorf.
  8. Demo Access: Walldorf may offer Demo Licenses to customers or partners through the Online Ordering System for evaluation or demonstration purposes only. Demo Licenses are provided for a limited duration, as specified at the time of activation, and shall automatically expire at the end of the trial period without notice. Demo Licenses do not create any obligation on Walldorf to provide continued access, pricing discounts, or conversion rights unless a paid Subscription is purchased. Demo Licenses are provided “as is,” without service level commitments, support obligations, or warranties of any kind.
  9. Survival: Sections of this Schedule A relating to payment obligations, non-refundability, taxes, and liability allocation shall survive termination or expiration of the Agreement to the extent required to give them effect.

End of Schedule A