Reseller Program Agreement

WORDEGO RESELLER PROGRAM AGREEMENT

This Wordego Reseller Program Agreement (“Agreement”) is entered into 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, IL, 60654, USA (“Company”), and the entity or individual (“Reseller”) who completed the application form and clicked “Submit” (or a comparable button or box) to join the Wordego Reseller Program (“Program”).

Hereinafter, the Company and the Reseller may be referred to individually as a “Party” and collectively as the “Parties”.

1. PARTICIPATION

1.1. Review and Approval: Upon receipt of the application, the Company will review the Reseller’s enrollment within 5 (five) business days at its sole discretion, in accordance with the Reseller Eligibility Criteria outlined in Exhibit A. If the Company chooses to approve the enrollment, it will sign and send the Agreement electronically to the Reseller to be signed online. Should the Company does not approve the Reseller’s enrollment or fail to send the Agreement within the specified period, this Agreement will automatically be deemed null and void without further notice.

1.2. Binding Effect of Approval: By signing this Agreement, Parties acknowledge, declare, and agree that they have entered into this Agreement and are legally bound by its terms.

2. DEFINITIONS

2.1. Brand Elements: Brand Elements refers to the trademarks, service marks, names, logos, marketing collateral, or similar materials provided by the Company for use under this Agreement.

2.2. Confidential Information: Confidential Information encompasses 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.

2.3. Customer: The Customer is the person or entity to whom the Reseller markets and sells the Services, using the Services as an end-user, without reselling, redistributing, sharing, transferring, or using the Services to provide services to others.

2.4. Customer Data: The Customer Data refers to the Customer’s tag management system (Google Tag Manager) data and any other data provided by the Customer.

2.5. Force Majeure: Force Majeure encompasses 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.

2.6. Services: The Services encompasses the full suite of the Company’s services as described in Exhibit A.

2.7. Service Agreement: The Service Agreement refers to the then-current version of the Company’s agreements regarding the provision of the Services.

2.8. Web Store: The Web Store refers to the Customer’s website or websites, utilizing the Services.

3. RIGHTS AND RESTRICTIONS

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

3.2. Restrictions: The Reseller 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 Reseller agrees to indemnify the Company for any damage, loss, and expense regarding the preceding violations.

3.3. Identification: During the Term, the Company grants the Reseller the right to use the Company’s Brand Elements solely to identify itself as a Company Reseller in connection with authorized activities. The Reseller will clearly identify the Company as the developer or provider of the Services and will not a) register or acquire domain names containing terms similar to the Services or the Company’s domains; b) challenge or assist in challenging the Company’s trademark rights in the Brand Elements; c) attempt to register trademarks confusingly similar to the Brand Elements; or d) use the Brand Elements except as expressly permitted in this Agreement.

3.4. Non-Exclusive: The rights granted to the Reseller are non-exclusive. Nothing in this Agreement will prohibit the Company from entering into reseller, referral, affiliate, contractor, license, services, or other agreements with any party worldwide, either during or after the Term.

4. DUTIES AND OBLIGATIONS

4.1. Execution of Services: In accordance with the then-current Service 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; d) provide technical support to the Customer as needed.

4.2. Documentation and Marketing Materials: The Company will supply electronic documentation and marketing materials in English, including but not limited to product sheets, presentations, case studies, and promotional literature, as deemed appropriate. The Reseller will use the most current version of these materials for marketing and sales and may translate them into local languages at its expense. The Reseller will indemnify the Company against claims related to translated materials caused by the Reseller’s negligence or willful misconduct.

4.3. Reseller Conduct: The Reseller must a) represent the Company and the Services positively and professionally; b) refrain from disparaging the Services or engaging in misleading, deceptive, illegal, or unethical conduct; c) avoid making representations or commitments about the Services inconsistent with the Company’s descriptions.

4.4. Customer Approval: The Reseller must register each Customer on the Company’s CRM platform before marketing or selling the Services. The Company retains sole discretion to approve or disapprove each Customer prior to any marketing or selling activities, in accordance with the Customer Eligibility Criteria outlined in Exhibit A.

4.5. Service Agreements and Warranties: The Reseller must ensure that each Customer enters into the relevant Service Agreement before using the Services. The Reseller may not alter, negotiate, or remove the terms of the Service Agreement or make any warranties or representations on the Company’s behalf.

4.6. Pricing, Invoicing, and Payment: The procedures for the Customers’ and Reseller’s pricing, invoicing, and payment for the Services are outlined in Exhibit A.

4.7. Costs, Expenses, and Taxes: Each Party will bear and pay their respective costs, expenses, and taxes related to the execution, delivery, and performance of this Agreement.

4.8. Technical Support: The Reseller does not have the right to provide technical support to Customers. Technical support will only be provided by the Company.

4.9. Records and Audit: The Reseller must maintain accurate and complete records of all activities conducted under this Agreement. Upon the Company’s written request, the Reseller will provide evidence of these records to ensure compliance with the Agreement.

4.10. Company Sources: The Company may grant the Reseller access to internal software, systems, email networks, or Customer Data (“Company Sources”) at its discretion. Access and use of the Company Sources are limited to the Reseller’s activities under this Agreement and subject to the Confidential Information obligations in Section 7.

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 Reseller will not acquire any ownership rights in these assets.

5.2. Feedback: Should the Reseller provide feedback about the Services (“Feedback”), the Company may use it without restriction. This includes any Feedback originating from a Customer and subsequently submitted to the Company by the Reseller.

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. 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.

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 signing date (“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 if the other Party fails to cure a material breach of the Agreement within 15 (fifteen) days after receiving notice of such breach.

8.3. Consequences of Termination: Upon expiration or termination, the Reseller must cease all marketing and sales activities related to the Services and discontinue the use of Brand Elements. Both Parties must also return or destroy all Confidential Information of the other Party, retaining copies only as required by law or for archiving according to record retention policies.

8.4. Survival: Following termination, any Service Agreements granted before termination will survive under the terms of the applicable Service Agreement, with no extensions or renewals without the Company’s prior written consent. Additionally, sections 2. Definitions; 3.2. Restrictions; 3.3. Identification; 3.4. Non-Exclusive; 4.2. Documentation and Marketing Materials; 4.3. Reseller Conduct; 4.7. Costs, Expenses, and Taxes; 4.9. Records and Audit; 4.10. Company Sources; 5. Intellectual Property Rights; 6. Warranties and Indemnification; 7. Confidential Information; 8.3. Consequences of Termination; 8.4. Survival; 9. General Provisions; Exhibit A; 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. 

EXHIBIT A

This Exhibit A constitutes an integral and inseparable part of the Wordego Reseller Program Agreement (“Agreement”) entered into by and between Wordego Inc. (“Company”) and the entity or individual (“Reseller”) participating in the Wordego Reseller Program (“Program”), referred to individually as a “Party” and collectively as the “Parties”.

During the Term of the Agreement, the Parties may modify or amend this Exhibit A in whole or in part, with mutual written consent. Such modification or amendment will not affect the validity of any Agreement provisions, nor its Term.

10. COMPANY SERVICES

10.1. Wordego Web App: Wordego Web App is the Company’s proprietary artificial intelligence-driven visitor analytics platform, providing online businesses in-depth insights into visitor value. Utilizing advanced artificial intelligence, the Wordego Web App processes Customer Data to segment visitors in real-time into categories like Gold, Silver, Bronze, and Copper, enabling online businesses to tailor their marketing and advertising strategies based on this data with precision.

11. RESELLER ELIGIBILITY CRITERIA

11.1. Experience: The Reseller must be an experienced SaaS reseller with a proven track record in marketing and selling software solutions to online businesses, startups, or corporations.

11.2. Sales Team: The Reseller must possess a dynamic, well-trained, and competent sales team for selling the Services.

11.3. Relationships: The Reseller must establish and maintain robust relationships with online business leaders, industry influencers, and key stakeholders to enable successful business collaborations.

12. CUSTOMER ELIGIBILITY CRITERIA

12.1. Customer Exclusivity: The Customer must neither be an existing Customer of the Company nor be included in the Company’s reseller, referral, or affiliate partner portfolios.

12.2. Business Conduct: The Web Store must be a legal and reputable online store, and it must not engage in the sale of any items that are illegal, unethical, harmful, or pornographic.

12.3. Operational Requirements: The Web Store must have been operational for at least 6 (six) months. Additionally, the Web Store must receive a monthly traffic of at least 100,000 (one hundred thousand) visitors.

13. PRICING, INVOICING, AND PAYMENT

13.1. Customer Pricing, Invoicing, and Payment: The Reseller will invoice the Customers for the Services, in full compliance with each Customer's Service Agreement. The Reseller is solely responsible for collecting all fees from the Customers.

13.2. Reseller Pricing, Invoicing, and Payment: The Company will invoice the Reseller in United States Dollars for each Customer on the last day of each month, with a 15 (fifteen) day payment term. Each invoice will amount to 2/3 (two-thirds) of the net revenue generated by the Reseller from the Customer through the use of the Services on the Customer’s Web Store. The Reseller’s net revenue is exclusive of any applicable taxes, as any taxes collected from the Customer are remitted directly to the appropriate government authorities and are not considered part of the Reseller’s net revenue.

If the Reseller is a U.S.-based entity, the Company will include applicable sales taxes on its invoices unless the Reseller provides a valid resale certificate exempting the transaction from sales tax. If the Reseller is a non-U.S.-based entity, the Company will invoice the Reseller exclusive of any taxes.

For currency conversions, the European Central Bank Statistical Data Warehouse exchange rates will be applicable.

The Reseller will make all payments to the Company in United States Dollars or other accepted currencies explicitly stated by the Company on the invoice, via PayPal or bank transaction. If an invoice remains unpaid for 15 (fifteen) days after the due date, the Company reserves the right to suspend the provision of the Services.

AUTHORIZED SIGNATURES

The Parties have signed this Agreement on ****/****/**** (“Effective Date”).

Company: ******

Reseller: ******