5.3 The COMPANY shall keep complete records and documentation of SaaS sales contracts and shall provide the COMPANY with all documents and records relating to the Services for inspection. The products are commercial computer software. If the user or licensee of the Products is an agency, department, or other legal entity of the United States Government, the use, reproduction, reproduction, publication, modification, disclosure, or transmission of the Software or any related documentation of any kind, including technical data and manuals, is prohibited by a license agreement or the terms of this Reseller Agreement under the Federal Acquisition Regulation. 12.212 for civilian purposes and the Federal Defence Procurement Regulations. Supplement 227.7202 for military purposes. The products were entirely developed at private expense. Any other use is prohibited. Subject to this Reseller Agreement, you may identify yourself as an Atlassian “Reseller” only in connection with your resale of Products. You may not use any Atlassian trademarks, logos, or service marks (“Atlassian Marks”) except as permitted by Atlassian`s Trademark Guidelines under www.atlassian.com/legal/trademark. Any goodwill arising from your use of Atlassian`s trademarks will benefit Atlassian. By using reseller contracts, these issues can be resolved because the reseller sells the SaaS software directly to customers. It becomes: VI.
WHEN drafting a distribution agreement, the granting of rights is the most important step in presenting the scope of the license(s) granted by the software developer to the distributor. There are several levels of distribution that require the granting of different rights to the parts of the distribution chain, as mentioned below.A. Sales The SaaS provider has no legal relationship with the reseller/distributor`s customers. Customers enter into a SaaS contract directly with the reseller/distributor. Most SaaS providers use distributors to allow them to sell their software and services to customers who would not purchase the SaaS software because of the provider: using a distributor/reseller solves the above problems because the distributor sells the SaaS software directly to customers in the local language in accordance with local laws. with local support, as if the SaaS software were its own software. (a) develop and maintain the SaaS Software Product; and By signing this Agreement, the parties agree to be bound by the attached terms: Reseller sells your SaaS software to its customers using its own local terms and conditions. These are likely to be subject to local law, i.e.
the law .dem French if the reseller resides in France, and in the French national language. However, there is no reason for your reseller contract to be in French and is subject to French law, since you, the supplier, have no relationship with customers. You must resist any attempt by Reseller to use its local laws and language in the Reseller/Distributor Agreement. English law and the English language are often accepted and used for international reseller contracts. 2.3 Reseller: (a) COMPANY PRODUCTS means, at any time during the term of this Agreement, all current or future solutions and tools of the COMPANY for XXX offered or that may be offered in saaS format (software as a service). In some countries, it is mandatory under local law to have the agreement in the local language. (d) Approved SaaS Products means the Approved Software Products listed in Schedule 3 that are updated/modified by the COMPANY from time to time by written notice to Reseller. This Reseller Agreement is a separate agreement from atlassian`s agreement with its end users on www.atlassian.com/legal/customer-agreement/ (atlassian may change from time to time, the “Atlassian Customer Agreement”). However, for ease of use and consistency, the definitions of certain terms relating to our products and services (i.e., software, hosted services, products, and authorized users) are the same as in the Atlassian Customer Agreement. There are two main ways to formulate the contractual clauses between the reseller and the customer. The first is a top-down reseller agreement. Here, the requirements for how the reseller can contract with customers are set out in the reseller agreement, usually in the form of a schedule.
They are usually very similar to the standard customer conditions set by the supplier. A reseller is the same as a distributor. A reseller/distributor acquires the vendor`s software and SaaS services under the terms of a reseller/distribution agreement. The reseller/distributor then resells the software and SaaS services to its own local customers in the territory using its own terms and conditions (and SLA). Agents are often confused with distributors, but there are clear legal differences. An agent is a person or company acting on behalf of the SaaS provider to find leads and/or support the sale of the provider`s SaaS software to local customers in the agent`s territory. VII. LICENSE FEESA software licensor has several alternatives when pricing their software in a distribution program. The choice of one of the alternatives listed below may depend on the bargaining power of the parties, the development costs associated with the software, the number of competitors in the market or the expectations of the end customers. In addition to providing other fee arrangements, the following section discusses legal considerations related to pricing, particularly in light of antitrust law requirements.
Alternatives When designing a SaaS reseller contract, there are a few important points to consider: 9.2. Compensation. You are fully responsible for all liabilities and expenses of any kind that may arise as a result of your resale of Products. You will indemnify, hold Atlassian harmless and (at Atlassian`s option) defend Atlassian from and against any and all claims, losses, costs, liabilities or damages, including attorneys` fees, for which Atlassian will be liable, arising out of: (a) a breach or alleged breach by you of any provision of this Reseller Agreement, (b) your grant of any warranty or representation regarding Atlassian or its products or services; that are not specified in the Atlassian Customer Agreement, or (c) your other acts or omissions related to the marketing or resale of the Products under this Reseller Agreement. (a) is the entire agreement between the parties; and Only the end user customer of the Products (and its authorized users) may use the Products. You may not use the products resold under this Reseller Agreement for your own benefit. If you still have access to the Products, all license restrictions in the Atlassian Customer Agreement apply to you. Notwithstanding anything to the contrary in this Reseller Agreement, except for the limited resale right provided in Section 2 above, atlassian and its suppliers have all right, title and interest (including, but not limited to, all patents, copyrights, trademarks, trade secrets and other intellectual property rights) in all products, specifications, documentation and underlying technologies (“Atlassian Technology”), and all intellectual property rights. Copies, modifications and derivative works thereof, including but not limited to comments.
You acknowledge that you will have only a limited right to resell the Products and that no ownership rights will pass to you regardless of the use of the words “purchase”, “sale” or similar terms under this Reseller Agreement or otherwise. Tripartite contracts are also generally more expensive to draft and negotiate. It is not uncommon to see unwanted errors and ambiguities. If a customer also needs services from the reseller, they can be added under another contract between the parties. The agent has no legal relationship with the client – the agent does not have a contract with the client. Supplier enters into a SaaS Agreement, with Customer using Supplier`s Terms and Conditions and SLA, and Supplier shall be liable to Customers for any problems and errors that may arise while using the SaaS Software. II. CHANGES TO SOFTWARE DISTRIBUTION AGREEMENTSA.
Standard Distribution Agreement – A contract that grants a third party the right to distribute computer software packaged by the manufacturer and distributed as a standard product.B. OEM Agreement – A contract that allows the OEM to bundle software with another product (hardware or software), possibly granting a right to reproduce computer software from a master disk and/or private label for the bundled software or product Will be.C. Enterprise Distribution Agreement – A volume licensing agreement that allows a large user to obtain copies of the software and related documentation from the vendor, with provisions for updates and enhancements and possible training by the vendor or distributor. . . .