Reseller Agreement
The most current version of this Reseller Agreement is posted at: commercetools.com/reseller (the “Site”).
commercetools is a provider of e-commerce software-as-a-service products.
Reseller intends to market commercetools e-commerce software-as-a-service products to its End Customers, accept orders from an End Customer and invoice an End Customer for the Service as set out in a specific Order Form and this Agreement.
commercetools will invoice Reseller and fulfill accepted orders by providing the Service and any Support directly to End Customer in accordance with the terms and conditions set out at https://commercetools.com/pass-through-terms.
This online Reseller Agreement (“Agreement”) is entered into between commercetools and the Reseller and governs the Reseller’s marketing and distribution of the commercetools e-commerce software-as-a-service products to End Customers upon the execution of an Order Form with commercetools.
“commercetools” and “End Customer” refers to the respective entities as defined in the Order Form.
All other capitalized terms are defined at the end of this Agreement.
Section 1 - Reseller Activities
1.1. Marketing of the Service. Subject to Reseller’s compliance with the terms and conditions of this Agreement and the applicable Order Form, commercetools grants to Reseller during the term of this Agreement the right to (i) market, demonstrate and resell the Service to End Customers and (ii) accept orders for the Service from End Customer, solely for use by such End Customer.
1.2 Handling of opportunities and contracting. Reseller and commercetools will work closely together throughout the sales cycle, providing each other with the information necessary to successfully close opportunities.
1.2.1 Contracting between commercetools and Reseller. For each End Customer, commercetools and Reseller will sign an Order Form, detailing the order details applicable to the End Customer (i.e. effective date, term and renewal), the Service applicable to the End Customer (i.e. start date and end date, hosting and order volumes) and the pricing parameters applicable to the Reseller, such as payment terms and fee structure. No Order Form will be binding until executed by commercetools and executed Order Forms are non-cancellable by Reseller.
1.2.2 Use of commercetools Service by End Customer. Each End Customer’s use of the Service is governed by the Pass-Through Terms as set forth in the ordering document between Reseller and End Customer. commercetools has no further obligations to End Customer except as set forth in the Pass-Through Terms. Upon execution of this Agreement and the applicable Order Form, commercetools will provision the Service for End Customer.
1.2.3 Contracting between Reseller and End Customer. Reseller will (a) only resell the Service to End Customer if Reseller and End Customer enter into a legally binding agreement (“Reseller End Customer Agreement”) that expressly references the Pass-Through Terms and that by placing an order with the Reseller, the End Customer agrees to the Pass-Through Terms; and (b) enter into an Order Form with commercetools that details the specific Services being resold to the End Customer, including the type, order volumes and quantity, pricing, and subscription term of the Service and (c) include a URL or reference to the Pass-Through Terms in each quotation and order it issues to the End Customer, and (d) not remove or obscure the Pass-Through Terms, interfere with its presentation or accept it (or otherwise register for the Service) on the End Customer’s behalf. For clarity, Reseller has no authority to negotiate the Pass-Through Terms. Any additional or different terms from the Pass-Through Terms set forth in the Reseller End Customer Agreement will not be binding upon commercetools and Reseller will be solely liable for any claims arising from such unauthorized terms. Upon execution of the applicable Order Form, commercetools will provision the Service for End Customer. If Reseller becomes aware of any unauthorized use of the Service or of any End Customer failure to comply with the Pass-Through Terms, Reseller will immediately notify commercetools and at commercetools’ direction, use its best efforts to assist commercetools in the enforcement of the Pass-Through Terms.
1.3 Provision of the Service. The Parties acknowledge and agree that commercetools will operate the Service and provide the Service and Support to each End Customer directly and that nothing in this Agreement will be deemed to grant Reseller the right to re-brand, re-frame, operate or otherwise control the Service. To each End Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees, and refunds as further set forth in Section 2 (Pricing and Payment). Subject to the Pass-Through Terms, commercetools reserves the right to modify the Service at any time.
1.4 Restrictions. Reseller will not and will not permit anyone else to do any of the following: (a) access or use the Service for its own internal purposes or allow any other third party to access or use of the Service; or (b) conduct any benchmarking or other evaluation of the Service without the express prior written consent of commercetools; or (c) provide access to, distribute, sell, use or sublicense the Service for any purpose other than those expressly set forth in this Agreement, including use on behalf of, or to provide any product or service to, third parties, or to develop a similar or competing product or service; or (d) benefit, register, or attempt to register, any competing intellectual property rights in the Service; or (e) use the Service to develop a similar or competing product or service; or (f) reverse engineer, decompile, disassemble, or attempt to access the source code of the Service or any related features or otherwise attempt, directly or indirectly, to obtain or attempt to obtain access to non-public APIs for the Service or to create source code for the Service; or (g) modify or create derivative works of the Service or copy any part of or any related features with the Service (other than as authorized in the Documentation); or (h) interfere with the operation of the Service, circumvent its access restrictions or perform any security integrity scan, penetration test, denial of service simulation, or vulnerability scan without prior consent of commercetools; or (i) provide access to or sublicense the Service to a third party other than as authorized by commercetools.
Section 2 - Pricing and Payment
2.1. Reseller Fees. Reseller will regularly consult with commercetools on individual opportunities in order to sign with commercetools an Order Form for the Service to be delivered to a specific End Customer. The fees for the use of the Service are agreed upon in the applicable Order Form for End Customer’s use of the Service and subsequently for any Service use by End Customer that exceeds the fees. Reseller may order Professional Services to be provided to End Customer if set forth on an Order Form. Reseller is solely responsible for providing complete and accurate billing and contact information to commercetools.
2.2. End Customer Pricing; Collection. Reseller will independently determine the pricing at which it offers the Service to End Customer. Reseller will be solely responsible for collecting all fees from End Customer. Non-payment by End Customer will not relieve Reseller of its obligation to pay fees to commercetools as described in this Section 2 (Pricing and Payment).
2.3 Payment Term; Suspension. All payments are due 30 days after receipt of a duly issued invoice. Reseller must provide commercetools with written notification regarding any disputed fees within 30 days of the receipt of the applicable invoice. If written notification is not received by commercetools within such a 30 day period, the invoice shall be deemed accepted by Reseller and Reseller shall have waived the right to dispute such amounts. In the event of delay in payment of undisputed fees following a written reminder from commercetools after the due date, commercetools may demand interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower.
In the event of delay in payment of undisputed fees following a written reminder from commercetools after the due date, commercetools may suspend the Service with respect to any End Customer until the outstanding amounts have been fully settled by Reseller. commercetools shall inform the Reseller and End Customer in writing of the intended suspension of services at least seven (7) days before the planned suspension. If Reseller still fails to cure the breach of the payment obligation, commercetools reserves the right to terminate the Agreement and the applicable Order Forms.
2.4. Taxes. All fees are exclusive of all sales, use, value-added, withholding, duties, goods and services, and/or any other taxes or duties. Reseller is responsible for its sales, use, excise, or other taxes imposed with respect to this Agreement except that taxes based on commercetools’ gross or net income are the sole responsibility of commercetools. Reseller will not be responsible for payment of any taxes for which it provides evidence of a valid resale exemption or other exemption of taxes.
2.5. Renewals. Upon expiration of the Term, unless otherwise stated on an applicable Order Form, the Order Form will automatically renew for successive periods of equal duration to the previous Term, unless and until either party (Reseller or commercetools as applicable) gives the other notice of non-renewal at least 30 days prior to the end of the then-current Term. Upon a renewal of the Term, the latest annual fees for the annual order volume shall increase by 4% per year of the previous Term. In the absence of an annual order volume, the annual average will be used.
2.6. Confidential Pricing. Reseller is prohibited from any promotion or advertising of the pricing between commercetools and Reseller. The Agreement may be terminated immediately if: (a) Reseller presents or promotes such pricing on any public facing materials or websites, or (b) commercetools determines that Reseller is selling the Service to an entity different than the End Customer set forth in the Order Form.
2.7. Refunds; Credits. If a refund or credit is specified as a remedy in the Pass-Through Terms, or if commercetools elects to issue a refund or credit in its sole discretion, commercetools will remit to Reseller the portion of the applicable amounts due to the End Customer which were previously received by commercetools. Reseller will remit such amount and any additional amount previously received by Reseller as necessary to provide a full refund or credit to End Customer. Reseller will issue any such refund or credit within 10 days of receipt of such amounts from commercetools. Notwithstanding the foregoing, commercetools may issue any refund or credit directly to the applicable End Customer (and in such case Reseller will remit to commercetools or such End Customer, as commercetools may direct, the amounts of such refund or credit for which Reseller is responsible, if any).
Section 3 - Reseller Obligations
3.1. Conduct. Reseller will conduct itself in a professional manner that reflects positively on commercetools. Reseller will not represent itself as an agent or employee of commercetools, make any representation, warranty or commitment on commercetools’ behalf or describe commercetools, the Service, or its offerings except in a manner consistent with written descriptions provided by commercetools for such purpose. Reseller will not engage in any deceptive, misleading, illegal or unethical practices, including any misuse of the Marks, and will comply with all applicable laws in its performance of this Agreement, including anti-corruption laws, and will not give, offer or promise any item of value to any official, person or entity in violation of any anti-corruption laws. None of Reseller’s principals or staff are agents or representatives of governments (as defined or identified by local law, regulation or custom) or government agencies in the country where End Customer is located. Reseller will not take any action intended, or would reasonably be expected, to harm commercetools or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity of commercetools. Reseller will at all times conduct itself according to the highest standard of business ethics.
3.2. Forecasts. Upon commercetools request, Reseller agrees to participate in regular commercetools management reviews covering issues such as End Customer account reviews, lead status, and marketing efforts.
3.3. Training. Reseller will use commercetools’ support materials and Documentation to train its own dedicated personnel, such that they are reasonably capable of meeting End Customer needs, including but not limited to: (i) how End Customer may access and use the applicable Service; (i) how End Customer chooses a suitable implementation partner for the Service; (iii) how Reseller and End Customer may escalate issues to commercetools, and; (iv) how End Customer may utilize the Documentation to support their own use of the Service. Further, Reseller agrees to complete any additional training activities and requirements specified by commercetools. Any training will be provided at Reseller’s expense. Reseller will reimburse commercetools for reasonable travel and lodging expenses incurred by commercetools in connection with any training.
3.4. Books and Records. Reseller agrees to maintain complete, clear and accurate records of all orders of End Customer transactions completed with respect to this Agreement. Upon 10 days’ notice, Reseller will permit commercetools or its representative to review such records and any other books and records of Reseller which relate to Reseller’s performance under this Agreement to ensure Reseller’s compliance with its obligations. Any such review will be conducted during normal business hours and in a manner designed to cause minimal impact on Reseller’s ordinary business activities. Reseller will maintain all records required under this Agreement for at least three years following expiration or termination of this Agreement (or such longer period as required by law).
3.4. Translations. commercetools makes all support materials and Documentation available in English. While commercetools does not restrict Reseller from translating such materials into other languages (“Translations”), commercetools does not review, approve, or warrant the accuracy or completeness of any such Translations. Reseller’s use or provision of Translations to End Customer is at Reseller’s own risk, commercetools disclaims any and all liability related to Reseller’s and/or End Customer’s reliance on or use of Translations. Further, with respect to any Translations created or used by it, Reseller will: (1) ensure the Translations are accurate and conform with commercetools’ source materials and are promptly updated to conform with and any updates thereto; (2) inform End Customer that Translations are provided for convenience only and not endorsed, provided, or warranted by commercetools; and (3) comply promptly with any request from commercetools to cease to provide, delete, or correct any Translations. Notwithstanding anything to the contrary herein, by providing Translations to an End Customer, Reseller assumes the sole responsibility for supporting such End Customer’s use of the Service and will do so until any support issue for such End Customer, associated with such Translations, is resolved. While Reseller remains solely responsible for such support, it may request commercetools’ assistance by escalating in English any such support issues to the commercetools Support on behalf of its End Customer, and commercetools will use reasonable efforts to provide support in English. For the avoidance of doubt, commercetools provided Documentation will control in all instances with respect to any conflict with a Translation.
Section 4 - Ownership; Confidential Information
4.1. Ownership. Reseller acknowledges that it is obtaining only a limited right to market and accept orders for the Service and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Reseller under this Agreement. Except for Reseller’s use rights in this Agreement, commercetools or its suppliers retain all right, title and interest (including all intellectual property rights) in and to the Service, including associated Documentation, or any training or marketing materials shared by commercetools with the Reseller hereunder and its Marks (including all goodwill arising from their use). Further, Reseller acknowledges that the Service consists of online hosted services, and that neither Reseller nor End Customer has a right to obtain any underlying code of the Service. At all times, commercetools will have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback and recommendations provided by Reseller relating to the Service or commercetools’ partner program.
4.2. Confidentiality Obligations. For the purposes of this Agreement, the Parties define “Confidential Information” to mean any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. commercetools’ Confidential Information includes the terms and conditions of this Agreement and any technical, pricing, or performance information about the Service or related services.
As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Section 4 (Confidentiality) and such parties are bound to confidentiality obligations no less protective than this Section 4 (Confidentiality).
These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 4 (Confidentiality).
Section 5 - Marketing
5.1. Reseller Marketing. commercetools will provide appropriate language for Reseller to utilize in any of its publicity or marketing material, which information will not be modified in any way without commercetools’ prior written consent. Reseller will not describe the Service or its functionality to the public or End Customer in a way that implies that the Service is owned or has been developed by Reseller. On termination of this Agreement, Reseller will cease use of the marketing materials of commercetools.
5.2. Use of Marks. This Agreement shall not be construed as permitting either party to use or display any names, trademarks, insignias, logos, trade names or service marks of the other party except as expressly set forth in the Reseller reseller program description and/or in order to properly identify the services or products of the other party on its website and in correspondence issued in the ordinary course of business pursuant to this Agreement. Neither party will issue press releases or similar public announcements containing the other party’s Marks or any of the other party’s customers’ Marks without the other party’s prior written approval. Reseller will promptly cease any problematic use of the Marks upon commercetools’ request. Reseller will not register, or attempt to register, any trademark or domain name using or similar to any marks, and if Reseller has, Reseller agrees to immediately effect transfer of such domain name to commercetools without charge. Upon termination of this Agreement, neither party will have any continuing right to use the other party’s Marks and each party will immediately cease all such use of the other party’s Marks.
Section 6 - Warranties
6.1. Reseller represents, warrants, and covenants that: (i) it has the right to enter into and perform its obligations in this Agreement, without any third-party consents or conflicts with any other agreement; and (ii) it is duly organized, validly existing and in good standing in the jurisdiction of its formation and is qualified and licensed to do business and in good standing in every jurisdiction where qualification and licensing is required for purposes of this Agreements.
6.2. commercetools will provide any warranty to End Customer in accordance with the Pass-Through Terms. commercetools makes no warranty directly to Reseller regarding the Service. Any refund provided as a remedy pursuant to the Pass-Through Terms will be provided in accordance with Section 2.7 (Refunds; Credits).
Section 7 - Indemnification
7.1. Reseller Indemnification. Reseller will defend commercetools, its affiliates, officers, directors, agents, employees, resellers or other partners and licensors from and against any third-party claim to the extent arising out of or relating to: (a) Reseller’s breach or alleged breach of Sections 1 (Reseller Activities), 2.7 (Refunds; Credits), or 3 (Reseller Obligations), or (b) any non-commercetools product or service offered by Reseller to End Customer (each, a “commercetools Claim”), and will indemnify and hold harmless commercetools against any damages or costs awarded against commercetools (including reasonable attorneys’ fees) or agreed in settlement by Reseller resulting from the commercetools Claim.
7.2. Procedures. The indemnifying party’s obligations in this Section 7 (Indemnification) are subject to receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when commercetools is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
7.3. Mitigation and Exclusions. If commercetools determines that a Service is at risk of being subject to a claim of infringement, commercetools may notify Reseller to cease reselling or marketing the Service, or a portion thereof, in which case Reseller will immediately cease all resale and marketing of such Service. In addition, at commercetools’ option and expense, commercetools may: (a) procure rights for Reseller to continue reselling or marketing the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality, or (c) terminate this Agreement and reimburse the Reseller for any prepaid, unused fees for such Service which will not be provided by commercetools to End Customer(s) as of the date of such termination and which have not otherwise been refunded to a End Customer. commercetools will have met the obligations of this Section 7 (Indemnification) by paying for the costs to litigate a Reseller Claim to conclusion and paying the final judgment awarded to the third-party claimant (and any costs or fees awarded to the third party as part of such judgment), or by paying to settle the Reseller Claim (including costs incurred by Reseller to reach the settlement). Additionally, commercetools’ indemnification obligations will not apply to the extent a claim is based on any: (i) unauthorized use of the Service or to trials or other free or evaluation use; (ii) commercetools Claim; (iii) infringement resulting from any Party’s (other than commercetools’) modification of the Service or use of the Service in combination with items not provided by commercetools; (iv) to any unsupported release of the Service or to any third-party code (including open source software) contained within the Service; or (v) if Reseller settles or makes any admissions about a claim without commercetools’ prior consent. This Section 8 (Indemnification) sets out commercetools’ sole and exclusive obligations and Reseller’s sole and exclusive remedies regarding infringement or misappropriation of third-party intellectual property rights of any kind.
Section 8 - Limitation of Liability
8.1. To the maximum extent permitted by applicable law and notwithstanding the failure of any remedy to fulfill its essential purpose, in no event shall either party be liable for any indirect, special, punitive, or consequential damages, including without limitation loss of profits, arising from, or related to this Agreement regardless of the form of action even if the party was informed of the possibility of such damages. Subject to section 8.2, each party’s total liability in connection with any and all causes of action and/or any and all theories of liability will be and are hereby limited to and will not exceed the fees paid or payable to commercetools under the affected Order Form during the 24 month period immediately preceding the event giving rise to the particular claim or liability.
8.2. Nothing in this Agreement limits either party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or bodily injury caused by negligence, gross negligence, or intentional misconduct; (iii) Reseller’s payment obligations; (iv) a party’s indemnity obligations; or (v) any liability that cannot legally be limited.
Section 9 - Term; Termination
9.1. Term. This Agreement will commence on the Effective Date and unless terminated, remain in effect for the term of any subscription term of an Order Form and any subsequent renewal terms or Order Forms entered into by Reseller and commercetools.
9.2. Termination. Each party may terminate this Agreement for convenience upon 90 days written notice at any time if there are no active Order Forms in place. Either party may terminate this Agreement if the other Party: (i) fails to cure a material breach of this Agreement within thirty (30) days after notice of such breach, or (ii) if either Party makes a general assignment for the benefit of creditors, is adjudicated as bankrupt or insolvent, ceases operation without a successor, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization. commercetools may terminate this Agreement for any or no reason upon written notice to Reseller. commercetools may terminate this Agreement immediately due to a material breach by Reseller of Section 1 (Reseller Activities) or applicable Law. For the sake of clarity, and unless otherwise stated in an Order Form, termination of an Order Form for convenience is excluded.
9.3. Effects of Termination. In the event of any termination of this Agreement, Reseller will: (a) immediately cease and have no right to market or accept orders for the Service, (b) cease use of and terminate access to the Service, (c) cease use of the Marks, (d) return to commercetools all property of commercetools (including Confidential Information) and upon commercetools request promptly certify in writing that Reseller has done so, and (e) immediately pay commercetools any outstanding unpaid amounts and any amounts which come due under any Order Form accepted prior to the termination date. commercetools will have no liability to Reseller of any type arising from termination of this Agreement in accordance with its terms. Any termination shall be without prejudice to any ongoing termination of a valid Order Form that will only end upon expiration of the End Customer subscription term. Reseller may not extend or renew any subscriptions after the termination of this Agreement and will not have a right to any compensation for any subsequent extensions or renewals.
Section 10 - Miscellaneous
10.1 Non-Exclusivity. This Agreement does not grant any exclusivity to Reseller and nothing in this Agreement will be deemed to prohibit commercetools from entering into any reseller, customer, services or other agreement with any other party during or after the Term. Reseller acknowledges and agrees that commercetools’ partner program may be updated by commercetools from time-to-time at its sole discretion. Reseller in its role as a reseller partner may have additional requirements in order to maintain its membership in the commercetools partner program. Any rights not expressly granted herein are reserved by commercetools.
10.2 Relationship of Parties. Nothing in this Agreement shall be construed to place the Parties in the relationship of partners or joint ventures and neither party shall have any right or power to obligate or bind the other in any manner whatsoever except as specifically authorized in writing.
10.3. Governing Law, Jurisdiction, and Venue. Unless otherwise stated in an Order Form, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed as follows:
If Reseller’s physical address as set out in the Order Form is in the European Union or European Economic Area (except Ireland): in accordance with the laws of the Federal Republic of Germany, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Munich.
If Reseller’s physical address as set out in the Order Form is in Ireland, the United Kingdom, the Middle East or Africa: in accordance with the laws of England and Wales, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of London.
If Reseller’s physical address as set out in the Order Form is in the United States of America, Canada or elsewhere in North America or South America: in accordance with the laws of the State of New York, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of the City of New York, County of New York.
If Reseller’s physical address as set out in the Order Form is in Australia, New Zealand, India or elsewhere in Asia: in accordance with the laws of the state of New South Wales, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Sydney.
10.4. Notices. Notices under this Agreement must be in writing. Notices will be deemed given upon: (a) personal delivery; (b) 3 days after sending via certified, registered mail, or deposit with a globally recognized courier; or (c) email delivery as set out below. Reseller is responsible for providing commercetools with the most current email and postal address and updating it as applicable. Notices by email to commercetools shall be sent to legal@commercetools.com. Notices by email to Reseller shall be sent to the email address set out in the Order Form. Either party may update its address with notice to the other. commercetools may also send operational notices to Reseller by email or through the Service.
11.5 Expenses. All costs and expenses incurred by commercetools or Reseller in connection with this Agreement or its execution shall be borne respectively by each party individually.
11.6 Headings. The headings on each paragraph hereof are for convenience purposes only and shall not be used to construe the terms of this Agreement.
11.7 Amendment. The Parties may not amend this Agreement except by a written agreement signed by both Parties.
11.8 Code of Conduct. Reseller understands that this Agreement includes the commercetools Code of Conduct for Business Partner located here: https://commercetools.com/assets/files-pdf/sig_code_of_conduct_business.pdf. Reseller agrees to abide by such Code of Conduct.
11.9 Successors and Assigns. This Agreement shall be binding upon the Parties and their successors and assigns. This Agreement may not be assigned without the other Party’s prior written consent; provided that in connection with a merger, reorganization, or sale of all or substantially all of its assets, this Agreement shall automatically transfer to the successor in interest. In which case, the Party shall provide notification that such transfer has occurred within thirty (30) days of such event.
11.10 Severability. If a court of competent jurisdiction finds any provision in this Agreement to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement and the Parties or the court will in good faith modify the invalid or unenforceable provision to the extent required to allow its enforcement in a manner that most closely represents the intentions of the Parties in entering into this Agreement.
11.11. Entire Agreement. This Agreement (and all Order Forms) is the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of any conflict or inconsistency between the Order Form and this Agreement, the Order Form will prevail. Reseller’s or End Customer’s purchases are not contingent on delivery of any future functionality or features.
GLOSSARY OF TERMS USED:
“End Customer” means the Reseller’s customer as designated in an applicable Order Form, and their respective end users, that is authorized by the Reseller and commercetools to access and use the Service.
“Effective Date” means the date when the Agreement will be countersigned by the other party.
“Documentation” means the commercetools technical guides and documentation made available from the dedicated ‘Documentation’ page of the commercetools website set out here: https://docs.commercetools.com/docs/.
“Marks” means either party’s names, trademarks, insignias, logos, trade names or service marks.
“Order Form” means a purchasing contract for access to the Service or related services that is executed by commercetools and Reseller and references this Agreement and the Pass-Through Terms.
“Professional Services” means services for training, enablement, solution consulting, or other technical services in respect of the Service provided by commercetools and ordered by entering into an Order Form.
“Service” means the generally-available commercetools products purchased in an applicable Order Form and used by an End Customer.
“Support” means the customer support that commercetools provides to an End Customer in accordance with the support commitments set out in the Documentation.
“Term” means the then-current period of End Customer use set out in an Order Form.