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Service Agreement for Resellers

Last Updated: Jan 1, 2024

WORDEGO SERVICE AGREEMENT FOR RESELLERS

This Wordego Service Agreement for Resellers (“Agreement”) is made by and between Wordego Inc, a corporation organized under the laws of the State of Delaware, with its principal office at 222 W Merchandise Mart Plaza, Suite 1212, Chicago, Illinois, 60654, USA (“Company”), the authorized reseller of the Company (“Reseller”), and the entity or individual (“Customer”) who completed and signed the Wordego Service Order Form for Resellers (“Order Form”). Hereinafter, the Company, the Reseller, and the Customer may be referred to individually as a “Party” and collectively as the “Parties”.

1. RECITALS

1.1. Company: The Company is a startup that develops and offers AI-driven ecommerce technology services.

1.2. Reseller: The Reseller is an authorized reseller of the Company’s services.

1.3. Customer: The Customer is an ecommerce business that desires to access and use the Company's services.

1.4. Binding Effect of Approval: This Agreement is an integral, non-severable, and legally binding part of the Order Form. By signing the Order Form, Parties acknowledge, declare, and agree that they have entered into this Agreement and are legally bound by its terms.

2. DEFINITIONS

2.1. Confidential Information: All software, documentation, information, data, code, algorithm, design, invention, business, service, method, innovation, and all administrative, commercial, financial, and technical information disclosed in writing, verbally, or electronically by one Party to the other Party.

2.2. Customer Data: The Customer’s tag management system (Google Tag Manager) and other data.

2.3. Force Majeure: Extraordinary events and factors beyond the Parties’ reasonable control, including but not limited to wars, acts of terrorism, strikes, civil commotions, embargoes, natural disasters, pandemics, quarantine restrictions, internet failures, or events or factors caused by government agencies, business partners, trading partners, or service providers.

2.4. Services: The Company’s services as described in the Order Form.

2.5. Web Store: The Customer’s web store specified in the Order Form.

3. COMPANY’S RIGHTS, DUTIES AND OBLIGATIONS

3.1. Execution of Services: In accordance with this Agreement, the Company will a) regularly analyze and process Customer Data; b) set up the Services on the Customer’s Web Store, ensuring real-time operation; c) customize the Services’ types and contents for the Customer.

3.2. Technical Support: The Company will provide technical support to the Customer as needed. The Customer will be able to call for technical support at any time by sending an email to support@wordego.com. The Company will respond to all technical support calls within 24 (twenty-four) hours.

3.3. Restrictions: The Company will have the right to collect and process the Customer Data regarding and limited solely to the provision and performance of the Services. The Company will have the right to use the Customer Data only for analysis, development, and correction purposes. The Company will have the right to disclose the Customer Data only in aggregated or unidentifiable forms.

4. CUSTOMER’S RIGHTS, DUTIES AND OBLIGATIONS

4.1. Rights: Subject to the provisions of this Agreement and during the Term, the Company grants the Customer a non-transferable, non-sublicensable, and non-exclusive right to use the Services on its Web Store. The Customer may not market or sell the Services for further use, resale, redistribution, sharing, or transfer by third parties.

4.2. Authorizations: Subject to the provisions of this Agreement and during the Term, the Customer will provide the Company with access to its Google Tag Manager account.

4.3. Payment of Fees: The Customer will pay all fees mentioned in the Order Form to the Reseller within the due date. If an invoice remains unpaid for 15 (fifteen) days after the due date, the Reseller reserves the right to suspend the provision of the Services until the payment is received and to charge interest from the due date at a maximum rate permitted by law. Additionally, the Customer will pay all collection costs, including attorney’s fees.

4.4. Restrictions: The Customer will not a) use the Services to develop similar or competing products or services; b) reverse engineer, decompile, disassemble, or modify the Services; c) attempt to discover the Services’ source code, object code, underlying structure, know-how, or algorithms; d) create derivative works of the Services; e) copy any element of the Services; or f) remove, obscure, or modify any proprietary or other notices in the Services. The Customer agrees to indemnify the Company for any damage, loss, and expense regarding the preceding violations.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Intellectual Property Rights and Ownership: Except as expressly outlined in this Agreement, neither Party grants any rights or licenses to the other. The Services, encompassing content, information, and copies, are protected by copyright and intellectual property laws. The Company retains all rights, title, and interest in the Services, underlying software, and all improvements, updates, modifications, and enhancements thereof, including all intellectual property rights, copyrights, trade secrets, trademarks, service marks, goodwill, and confidential and proprietary information. The Customer will not acquire any ownership rights in these assets.

5.2. Feedback: Should the Customer provide feedback about the Services (“Feedback”), the Company may use it without restriction.

6. WARRANTIES AND INDEMNIFICATION

6.1. Warranties: Each Party represents and warrants that a) they have the legal power and authority to enter into and perform this Agreement; b) their execution and performance will not violate any other agreement to which they are a party; and c) they will comply with all applicable laws in connection with their performance under this Agreement.

6.2. Acknowledgement of Service Limitations: The Parties acknowledge that the Services, being complex and technology-driven, may be subject to certain limitations, delays, and other unforeseen issues impacting the Services, that may arise beyond the Company’s control. The Services are provided “as is” and “as available” without any warranties or conditions of any kind. The Company does not warrant that the Services will be uninterrupted or error-free. The Company does not warrant that the Services will meet the Customer’s requirements or expectations.

6.3. Indemnification: Each Party will defend, indemnify, and hold the other Party (including its officers, directors, employees, representatives, resellers, referrals, affiliates, and agents) harmless against third-party claims, losses, liabilities, damages, costs, or expenses, arising from or related to their breach or alleged breach of this Agreement.

6.4. Limitation of Liability: The Parties mutually agree that, regardless of the nature of the claim or the form of action, the Company’s total liability to the Customer arising from or related to this Agreement or the provision of the Services shall not exceed the total amount of fees paid by the Customer to the Company, as outlined in the Agreement.

7. CONFIDENTIAL INFORMATION

7.1. Obligations: Each Party agrees, declares, and undertakes to a) protect Confidential Information with the same care as their own, ensuring a high degree of confidentiality; b) not disclose Confidential Information to third parties except as permitted in this Agreement; c) use Confidential Information solely to fulfill their obligations under this Agreement; d) disclose Confidential Information only to employees or contractors with a legitimate need to know to carry out the terms of this Agreement; e) comply with all applicable laws, regulations, and rules regarding the protection of personal data, continuing compliance even after the termination of the Agreement.

7.2. Exclusions: These confidentiality obligations do not apply to information that is public or that must be disclosed under applicable laws, regulations, court decisions, or administrative orders.

8. TERM AND TERMINATION

8.1. Term: This Agreement is effective as of the effective date mentioned on the Order Form (“Effective Date”) and continues for an initial term of 1 (one) year (“Term”). It will automatically renew for successive 1 (one) year periods unless either Party provides notice of non-renewal at least 30 (thirty) days before the current Term ends.

8.2. Termination: Either Party may terminate this Agreement for any reason or no reason upon 30 (thirty) days prior written notice. Additionally, either Party may terminate if the other fails to cure a material breach within 15 (fifteen) days after receiving notice of such breach.

8.3. Survival: Following termination, sections; 2. Definitions; 3.3. Restrictions; 4.3. Payment of Fees; 4.4. Restrictions; 5. Intellectual Property Rights; 6.3. Indemnification; 6.4. Limitation of Liability; 7. Confidential Information; 8.3. Survival; 9. General Provisions; and all other essential parts of the Agreement will continue to remain in effect.

9. GENERAL PROVISIONS

9.1. Independent Contractors: The Parties are independent contractors. This Agreement does not constitute either Party as a partner of the other or create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation on behalf of the other Party.

9.2. Entire Agreement: This Agreement constitutes the entire, complete, and exclusive agreement between the Parties, superseding all prior written or oral agreements, contracts, and communications concerning the subject matter hereof.

9.3. Amendment: No modification or amendment to this Agreement, in whole or part, will be effective without the written consent of both Parties.

9.4. Assignment: Neither Party may assign, transfer, or license this Agreement to third parties without the other Party’s written consent.

9.5. Severability: If any provision of this Agreement is held to be void, invalid, illegal, or unenforceable, it will be severed from the Agreement. The remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to substitute a valid, legal, and enforceable provision for the invalid, illegal, or unenforceable provision.

9.6. Delays or Omissions: No delay or omission in exercising any right upon a breach of this Agreement by the other Party will impair such right, nor will it be construed as a waiver of the breach.

9.7. Force Majeure: Neither Party will be liable for any delay or failure in performing their rights and obligations, directly or indirectly caused by Force Majeure, for the duration of such Force Majeure.

9.8. Notifications: All notifications under this Agreement must be in writing and will be considered sufficiently made if a) personally delivered against signature; b) sent to the Parties’ registered addresses by overnight courier with tracking capability or by certified mail; or c) sent by email with return receipt.

9.9. Governing Law and Dispute Resolution: This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law provisions. Any dispute arising from this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in Dover, Delaware, United States of America.