White Label Reseller Agreement

Effective Date: July 9, 2024

This Reseller Agreement for (the “Agreement”) is entered into by and between WriteSea Group Inc. (“WriteSea” or “we”), a Delaware corporation, and the applicable reseller (“Reseller” or “you”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for Offerings to resell under white label to a Customer, you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the Offerings. Individually, either Reseller or WriteSea may be referred to as a “Party” and, together, WriteSea and Reseller may be referred to as the “Parties”.

1. INTRODUCTION.

This Agreement sets forth the terms and conditions that apply to Reseller’s placement of any Orders for resale of WriteSea’s Offerings to a Customer.

2. DEFINITIONS

2.1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

2.2. “Anti-Corruption Laws” means all anti-bribery and anti-corruption laws and regulations binding on a Party’s business in connection with the performance of its obligations or exercise of its rights under this Agreement, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.3. “Applicable Data Protection Law” means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party’s performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act, (“CCPA”), the Data Privacy Framework (“DPF”), and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.

2.4. “Brand Elements” means the trademarks, service marks, names, logos, marketing collateral or similar materials provided by WriteSea and/or Reseller including any of its sub-brands for use under this Agreement.

2.5. “Customer” means an end-user customer of an Offering.

2.6. “Customer Agreement” means the customer agreement with Reseller that is provided to Customers on terms and conditions that are determined by WriteSea, in accordance with any applicable regulations for use of the applicable Offerings and to comply with the terms of this Agreement. WriteSea shall determine such terms and conditions that are acceptable; provided, however, WriteSea shall have no obligation to deal directly with Customers or for any customer service activities for or in respect of Customers unless provided for in an Order. Reseller agrees that it shall incorporate any required terms and conditions provided to Reseller pursuant to this Agreement as required by WriteSea including Applicable Data Protection Laws. Reseller shall not make any representations or warranties on behalf of WriteSea or in any way bind or attempt to bind WriteSea contractually or otherwise with any Customer(s).

2.7 “Customer Data” means all data or information submitted by Customers to the Offerings including the Software Products.

2.8. “Effective Date” means the date on which you place an Order to resell the Offerings to a Customer pursuant to this Agreement.

2.9 “Fees” means the fees (as specified in each Order) payable by Reseller to WriteSea for the re-sale of the Offerings to Customers.”

2.10. “Offering” means WriteSea’s products and services, including, but not limited to, those as described at https://www.writesea.com and https://www.jobsearchgenius.ai and as modified from time to time.

Offerings include:

(a) WriteSea’s software products whether under the name WriteSea, Job Search Genuis or any other sub-brand and any generally-available bug fixes, updates and upgrades it provides to Customers (“Software Products” or “Software”),

(b) WriteSea Advisory Services, premier or priority support or other services related to the Offerings,

(c) Any related documentation or media provided by WriteSea, and

2.11. “Order” means an order for the Offerings submitted by Reseller using the form set forth at [insert order form link as applicable] or by statement of work (“SOW”) or any other standard ordering process designated by WriteSea.

2.12. “Personal Data” means, as applicable, “personal data” as defined under GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.

2.13. “Privacy Policy” means WriteSea’s Privacy Policy available at https://www.writesea.com/ policy .

2.14. “Reseller Agent” “means a person or entity that Reseller appoints to market, promote or re-sell Offerings (including Software Products) on behalf of Reseller.

2.15. “Reseller Data” means all electronic data or information submitted by Reseller to the Offerings.

2.16. “Scope of Use” means a Customer’s authorized Scope of Use for the Offerings specified in an Order, which may include, but is not limited to: (a) number and type of users, (b) number of licenses, copies or instances or (c) entity, division, business unit, website, or other restrictions or billable units.

2.17 “Support and Maintenance” means WriteSea’s support and maintenance services for the Software, as further described in the WriteSea Support Policy [add hyperlink] and Enterprise Support and Services Policy [add hyperlink] (if applicable). Your level of Support and Maintenance will be specified in your Order.

2.18 “Non-WriteSea Software Products” means non-WriteSea Offerings or non-WriteSea Software Products, whether or not they are designated by WriteSea as “certified” or otherwise.

2.19. “Users” means individuals who are authorized by Customers to use the Offerings, for whom subscriptions to the Offerings have been ordered, and who have been supplied user identifications and passwords by Reseller (or by WriteSea at Reseller’s request). Users may include but are not limited to Customer’s employees, consultants, contractors and agents, and third parties with which Customers transact business.

2.20 “WriteSea Pricing Guidelines” means the minimum pricing that a Reseller may charge a Customer or User for the Offerings and/or Software Products as may be provided to Reseller directly in an Order or through a separate document as may be updated from time to time in WriteSea’s sole discretion pursuant to Section 11.3.

3. RESELLER RIGHTS AND RESTRICTIONS

3.1. Resale of Offerings.

(a) Limited Right to Resell Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, WriteSea grants to Reseller a one-time, non-exclusive right to resell licenses or subscriptions (as applicable) to the Offerings directly to Customers, for the Customer’s own use (i) within the applicable Scope of Use and (ii) pursuant to a Customer Agreement as further set forth in Section 4.2 (Customer Agreements and Warranties). All resales are subject to Reseller’s submission and WriteSea’s acceptance of the applicable Order in accordance with Section 7 (Orders and Payment).

(b) No Indirect Sales. Reseller’s rights under this Agreement are non-transferable and non- sublicensable. Reseller may not resell Offerings to Customers or third parties for further resale, redistribution, sharing or transfer. Nor may Reseller resell any Offerings except pursuant to Orders directly with WriteSea in accordance with this Agreement (e.g., Reseller may not resell Offerings purchased from other WriteSea resellers).

(c) WriteSea-Provided Offerings. For clarity, Reseller will not act as a sublicensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees and refunds as further set forth in Section 7 (Orders and Payment).

3.2. License Restrictions. Reseller will not, and will not permit any third party to: (a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement; (b) incorporate the Offerings into Reseller’s products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Reseller from listing Offerings with Reseller or third-party products on a quote or invoice provided to Customers); (c) use the Offerings to; (i) develop a similar or competing product or service (ii) or to copy any idea, feature or function; (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to WriteSea); (e) modify or create derivative works of the Offerings; (f) copy any element of the Offerings; or (g) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings.

3.3. Identification as Reseller. During the Term, subject to this Agreement (and only where applicable) and any quality standards and usage guidelines that either Party specifically prescribes, each Party grants to the other the right to use such Party’s Brand Elements solely in connection with identifying itself, as applicable, in connection with the authorized resale of the Offerings. Either Party will promptly cease any use of the other Party’s Brand Elements upon request subject to the Term of this Agreement. At no time during the Term or after the end of the Term will Reseller (a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or WriteSea’s domains, (b) challenge or assist others to challenge WriteSea’s trademark rights in its Brand Elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in WriteSea’s Brand Elements, or (d) use WriteSea’s Brand Elements except as expressly permitted in this Agreement.

Reseller acknowledges that any unauthorized use of WriteSea’s Brand Elements will constitute a material breach of this Agreement. Except as authorized herein or in an Order, neither WriteSea nor Reseller may make any public announcement or other public disclosure about this Agreement or WriteSea and Reseller’s relationship under this Agreement without obtaining the prior written approval of the other.

3.4. Non-Exclusive. The rights granted to Reseller hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit WriteSea from entering into any reseller, end- user license, services or other agreement with any party anywhere in the world either during or after the Term.

3.5. Affiliates and Contractors. WriteSea may permit its Affiliates and subcontractors to exercise its rights and fulfill its obligations under this Agreement, but remains responsible for its overall performance under this Agreement.

3.6. Non-Competition. During the Term, Reseller shall not: (a) directly or indirectly market, promote, or solicit customers or subscriptions for, supply, sell or re-sell any product or service in competition with the Offerings (including the Software Products); (b) have any controlling interest in any entity that markets, promotes, sells or provides any product or service in competition with the Offerings (including the Software Products); (c) enter into any agreements with any provider to resell, redistribute, sub-license or otherwise commercialize any product or service that competes with the Offerings (including the Software Products); or (d) display on its website or elsewhere any advertising or marketing materials of any provider of any product or service that compete with the Offerings (including the Software Products). WriteSea shall have the continuing right to market and sell the Offerings (including the Software Products) and any other products or services to any third parties, including but not limited to current, future and potential Customers which shall include the right, title and interest in Customer Data and Reseller Data.

3.7. Reseller’s Use of Agents and Subcontractors. Reseller may, without the prior written consent of WriteSea, appoint Reseller Agents to market, promote and/or re-sell the Offerings, provided that Reseller shall continue to be responsible for all of its duties and obligations under this Agreement and for any acts or omissions of any of its Reseller Agents, and any acts or omissions of any of its Reseller Agents shall be attributed to Reseller, and Reseller shall: (a) be liable to WriteSea for all losses, costs, damages and expenses of whatsoever nature, that WriteSea may sustain or incur as a result or in connection with any act or omission of any Reseller Agent, provided that Reseller shall be entitled to the benefit of any limitations in this Agreement to the same extent as if such acts or omissions had been those of Reseller and (b) indemnify WriteSea, its officers, directors, employees, agents and Affiliates (including their officers, directors, employees, agents) from and against any and all actions, causes of action, claims and demands of whatsoever nature caused by, arising directly or indirectly out of, or in connection with any acts or omissions of any Reseller Agent, provided that Reseller shall be entitled to the benefit of any limitations in this Agreement to the same extent as if such acts or omissions had been those of Reseller.

3.8. WriteSea Responsibilities for the Services. WriteSea shall provide Reseller with the Offerings for the purpose of the resale to Customers. The Offerings shall be made available by WriteSea subject to any unavailability caused by circumstances beyond WriteSea’s reasonable control, including any force majeure events as contemplated in Section 16.2 and any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within WriteSea’s possession or reasonable control, and denial of service attacks. The Services may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. WriteSea shall attempt to notify Reseller of scheduled and unscheduled network outages that are expected to last more than four (4) hours and that may affect the Offerings. WriteSea shall be entitled to change the Offerings during the Term provided that WriteSea will not materially reduce the capabilities provided by the Offerings.

4. CONDUCT AND OBLIGATIONS

4.1. Reseller Conduct. Reseller shall maintain marketing and customer service standards that are appropriate in order to maintain high-quality Offerings and to reflect favorably on Reseller’s and WriteSea’s reputation. Reseller shall provide Customers with prompt, courteous, and efficient service, shall take every reasonable precaution not to disclose any Customer information, other than as permitted by any Applicable Data Protection Laws, and shall deal with Customers honestly and fairly. Reseller shall be responsible for all activities of Customers and Reseller shall (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Offerings and shall notify WriteSea promptly of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal and foreign laws in respect to the promotion and re- sale of the Offerings. If Reseller breaches this Section 4.1, without limiting its other remedies, WriteSea may terminate this Agreement with 10 days’ prior notice.

4.2. Customer Agreements and Warranties. Each Customer’s access to and use of the Offerings is subject to the applicable Customer Agreement. Reseller is responsible for ensuring each Customer has entered such Customer Agreement, at or before such Customer’s purchase or use of the Offerings, in a manner that is legally binding upon the Customer. Upon written request by WriteSea, Reseller will promptly deliver to WriteSea evidence of each Customer’s executed Customer Agreement. Reseller agrees to immediately notify WriteSea of any known or suspected breach of a Customer Agreement or other unauthorized use of the Offerings and to assist WriteSea in the enforcement of the terms of each Customer Agreement.

4.3. Reseller Services. Reseller may provide training or other services to Customer in connection with their use of the Offerings (“Reseller Services”).

4.4 Mutual Obligations. Neither party shall by way of statement, act or omission, discredit or reflect adversely upon the reputation of or the quality of the other party or the products or services provided by the other party.

5. RESELLER ACCESS TO OFFERINGS – SETUP AND OPERATION 

5.1. Launch of the Services with Reseller. Upon execution of this Agreement and the requirements of any Order, the parties will co-operate and use commercially reasonable efforts to integrate the Offerings with any Reseller software or infrastructure with which the Offerings need to interact in order to allow the Services to be marketed by Reseller to Customers. Once the Offerings have been integrated with Reseller’s software or infrastructure and the parties agree that the integrated Offerings are of a reasonable quality (having regard to similar commercial offerings), the Reseller shall be entitled to begin reselling the Services to Customers.

5.2. Support. WriteSea shall provide basic support for the Offerings to Reseller at no additional charge and/or upgraded Support and Maintenance and/or Advisory Services, if purchased separately by Reseller in an Order. Reseller shall be responsible for providing First Line Support to Customers and Users of the Offerings. For the purposes of this Agreement, “First Line Support” means (i) fielding each initial call on an Offerings problem or other inquiry from a Customer or User; (ii) generating and issuing a trouble ticket containing a reference/tracking number to the Customer or User (i.e., provision of a Reseller support number to the Customer or User); (iii) to the extent reasonably possible, identifying the problem or performance deficiency in the Offerings; (iv) by reference to only a troubleshooting guide that may be provided by WriteSea in its sole discretion, attempted resolution of the problem; (v) where such problem has not been resolved, preparation of an error notification in relation to the problem or performance deficiency; (vi) managing communications and expectations with the Customer and/or User until the problem is referred to WriteSea; and (vii) escalating the error notification to WriteSea. Under no circumstances will WriteSea be obliged to deal directly with a Customer or User.

5.3. Whitelabelling. WriteSea shall brand the Offerings with Reseller-specific Brand Elements prior to making the Offerings available for re-sale by Reseller. Only if pursuant to an applicable Order, the Offerings may be branded with “powered by WriteSea” or “powered by JobSearchGenius” marks and logos (or any other current or future sub-brands) as the parties mutually agree. The Offerings shall in all cases retain any relevant patent, copyright and/or other intellectual property notices as may be determined to be appropriate by WriteSea. Reseller shall provide, in softcopy/electronic format as reasonably specified by WriteSea, the Reseller-specific branding to be used to white-label the Offerings. WriteSea shall provide Reseller with access to the white-labeled Offerings to review prior to making any production versions of the white- labeled Offerings commercially available for re-sale by Reseller. Reseller shall use commercially reasonable efforts and no later than thirty (30) days to promptly review the white-labeled Offerings. The Reseller-specific branding will be applied to the Offerings by WriteSea for the fees specified in the applicable Order. WriteSea shall only use any Reseller-specific branding materials provided to WriteSea for the purposes of re-branding the Services as contemplated in this Section 5.3 and for the operation of the white-labeled Offerings. Except for the foregoing limited rights, Reseller shall retain all right, title and interest in the Reseller-specific branding provided to WriteSea.

5.4. Acquisition of Non-WriteSea Offerings and Software Products. WriteSea or third parties may from time to time make available to Reseller third-party products or services, including but not limited to Non-WriteSea applications and implementation, customization and other consulting services. Any acquisition by Reseller of such non-WriteSea products or services, and any exchange of data between Reseller or Customers and any non-WriteSea provider, is solely between Reseller or the applicable Customer, as the case may be, and the applicable non- WriteSea provider. WriteSea does not warrant or support non-WriteSea Offerings or non- WriteSea Software Products, whether or not they are designated by WriteSea as “certified” or otherwise, except as specified in an Order. Subject to Section 5.6, no purchase of non-WriteSea Offerings or Software Products is required to use the Offerings except a supported computing device, operating system, web browser and Internet connection.

5.5. Non-WriteSea Software Products and Customer and Reseller Data. If Reseller or any of its Customers installs or enables Non-WriteSea Software Products for use with the Offerings, Reseller acknowledges that WriteSea may allow providers of those Non-WriteSea Software Products to access Customer Data and Reseller Data as required for the interoperation of such Non-WriteSea Software Products with the Offerings. WriteSea shall not be responsible for any disclosure, modification or deletion of any Customer Data and Reseller Data resulting from any such access by Non-WriteSea Software Products. Where applicable, Offerings shall allow Customers to restrict such access by restricting Customer users from installing or enabling such Non-WriteSea Software Products for use with the Offerings.

5.6. Integration with Non-WriteSea Software Products. The Offerings may contain features designed to interoperate with Non-WriteSea Software Products. To use such features, Reseller and Customers may be required to obtain access to such Non-WriteSea Software Products from their providers. If the provider of any such Non-WriteSea Software Product ceases to make the Non-WriteSea Software Product available for interoperation with the corresponding Offerings features on reasonable terms, WriteSea may cease providing such Offerings features without entitling Reseller or any Customers to any refund, credit, or other compensation.

5.7 WriteSea Protection of Customer Data. WriteSea shall maintain commercially reasonable administrative and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Except as allowed under this Agreement WriteSea shall not: (a) modify Customer Data except to the extent required to provide the Offerings, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Reseller or the applicable Customer, or (c) access Customer Data except to provide the Offerings and prevent or address service or technical problems or at Reseller’s request in connection with Customer support matters.

5.8 Reseller Responsibilities. Reseller shall (i) be responsible for Customers’ and Users’ compliance with WriteSea’s policies and procedures applicable to the Offerings; (ii) be responsible for the accuracy, quality and legality of the Customer Data and of the means by which it was acquired. Reseller shall not: (a) make the Offerings available to anyone other than Customer and Users; (b) sell, resell, rent or lease the Offerings in violation of this agreement; (c) use the Offerings to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Offerings to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Offerings or third-party data contained therein; or (f) attempt to gain unauthorized access to the Offerings or their related systems or networks.

5.9. Usage Limitations. If WriteSea opts to impose Offerings limitations on all customers, such as but not limited to disk storage space, application programming interface calls, WriteSea will use commercially reasonable efforts to provide at least three (3) months written notice of such limitations to Reseller.

6. OWNERSHIP

6.1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including without limitation any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. The Parties and their suppliers have and will retain all rights, title and interest (including without limitation all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to their Brand Elements (including all goodwill arising from their use), specifically for WrtieSea the Offerings, any underlying Software Products and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 6.2 (Feedback)), and Reseller does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Offerings are offered by WriteSea on a license or subscription basis only.

6.2. Feedback. If Reseller provides WriteSea with reports of defects or any other feedback about the Offerings or Software Products or proposes or suggests any changes or modifications (collectively “Feedback”), WriteSea shall have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into WriteSea’s Offerings and/or , including, without limitation, the Software Products, without any obligation to Reseller. Except as expressly set forth in this Agreement, WriteSea reserves all rights and grants Reseller no licenses of any kind, whether by implication, estoppel, or otherwise. For clarity, this use right applies to any Feedback Reseller submits to WriteSea that was originally provided to Reseller by a Customer. All Feedback is provided “AS IS”.

6.3. Customer and Reseller Data. WriteSea shall have the right to use the Customer Data and Reseller Data to provide the Offerings in accordance with this Agreement and Reseller shall obtain such rights from its Customers for WriteSea. By entering into this Agreement, the Parties agree and acknowledge that Customers and Users will be required to agree that WriteSea shall acquire the right, title and interest from Reseller and any Customers under this Agreement in and to Customer Data and Reseller Data, including any intellectual property rights and in compliance with Applicable Data Privacy Laws therein. Furthermore, Reseller will ensure that Customers agree to the terms and conditions of this Section 6.3 prior to any use of the Offerings.

7. ORDERS AND PAYMENT

7.1. Fees. Reseller shall pay all Fees specified in all Orders pursuant to this Agreement. User subscription Fees are based on periods that begin on the subscription start date and each monthly anniversary thereof.

7.2. Payment Terms.

(i) Payment for fees and service are processed pursuant to your Order. The Parties will share revenue, with Company retaining fees agreed in the SOW collected less any Taxes incurred by Company) and Reseller being paid fees agreed in the SOW collected less any Taxes.

(ii) Payments due under this Agreement shall be made within sixty (60) days of User purchase.

(iii) Amounts due and payable under this Agreement are in United States Dollars, unless the Parties mutually agree to another currency in the Order. All payments pursuant to this Agreement and any Order shall be processed through WriteSea unless otherwise approved in writing by WriteSea. Provided, further, Reseller shall provide WriteSea with commercially reasonable notice for any “bulk orders” for WriteSea’s prior approval of the payment processing terms and conditions.

7.3. Customer Pricing; Collection. Reseller will independently determine the pricing at which it offers the Offerings to Customers. Provided; that, Reseller shall not price any Offerings below such minimum price as noted in the Order, WriteSea Pricing Guidelines or any supplemental agreement thereto and the Parties acknowledge and agree that WriteSea retains all rights to increase the minimum prices Reseller may charge pursuant to Section 11.3. WriteSea is obligated only to Reseller, with which it is in privity of contract, and not to Customers, with whom WriteSea is not in privity of contract. Customers are not to be deemed third-party beneficiaries of this Agreement.

7.4 Taxes.

Amounts payable under this Agreement in connection with any Offerings and/or any Order do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). WriteSea may be responsible for paying all Taxes associated with Reseller sales pursuant to this Agreement. If WriteSea has the legal obligation to pay or collect Taxes for which the Reseller is responsible under this Section 7.4, the appropriate amount shall be deducted from the amount paid to Reseller, unless the Reseller provides WriteSea with a valid tax exemption certificate, to the commercially reasonable satisfaction of WriteSea’s legal or tax advisers, confirming the tax exemption is authorized by the appropriate taxing authority. Where confirmation of such tax exemption is not reasonably available or provided to WriteSea by Reseller in a timely manner, WriteSea will use commercially reasonable efforts to provide such documents as may enable Reseller to obtain a refund or credit for the amount so paid by WriteSea from any relevant revenue authority, if such a refund or credit is available at the sole cost and expense of Reseller for any such claiming of any refund or credit. However, WriteSea will have no refund or credit obligation itself under this Section 7.4. For clarity, WriteSea is solely responsible for Taxes assessable against WriteSea, based on its income, property and employees.

7.5. Records and Audit. WriteSea shall maintain adequate books and records in connection with activity under this Agreement. Such records shall include, without limitation, executed sales and subscription, the information required in or related to the revenue reports, the number of Users using the Software, amount of purchase by each User. Reseller may request such information and may audit the relevant books and records of WriteSea with are relevant to Reseller’s Customer’s and Users use of the Software. Any such audit shall be conducted during regular business hours at WriteSea’s offices and shall not interfere unreasonably with WriteSea’s business activities. If an audit reveals that WriteSea has underpaid fees to Reseller, WriteSea shall be invoiced for such underpaid fees. Audits shall be made no more than once quarterly. WriteSea will provide the Reseller with a real-time reporting dashboard to track performance.

8. WARRANTIES AND DISCLAIMER

8.1. Warranties. Reseller represents and warrants that under its terms and conditions with its Customers (a) it has the legal power and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws, import and export compliance laws and regulations and Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti- Corruption Laws.

8.2. Disclaimer. THE OFFERINGS, ANY SUPPORT AND ALL OTHER SERVICES ARE PROVIDED HEREUNDER “AS IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR OR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

9. Indemnification

9.1. Indemnification by Reseller. Reseller will defend, indemnify and hold harmless WriteSea and its officers, directors, employees, representatives and agents from and against any third-party claim brought against such WriteSea parties, and any resulting losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to: (i) your breach or alleged breach of this Agreement or your conduct in connection with resale or marketing of the Offerings or (ii) your issuance of any warranty or representation regarding WriteSea or its Offerings not specified in this Agreement.

Reseller shall defend and/or settle at its expense, any claims, actions or proceedings against WriteSea and its Affiliates and its and their officers, directors, employees and contractors (the “WriteSea Indemnified Parties”) to the extent arising out of or relating to (a) the provision, use or failure of any product or service provided by Reseller; (b) any representations or warranties made by Reseller in respect to the Offerings or any portions thereof beyond those authorized in this Agreement; (c) any infringement or misappropriate of any intellectual property or other rights by any Customer Data; (d) any violation of any law or regulation by Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents; or (e) harm caused by the negligent or willful acts or omissions of the Reseller or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents in connection with this Agreement (“WriteSea Claims”), and Reseller shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the WriteSea Indemnified Parties, or any settlement amounts agreed by Reseller in writing; subject to the conditions that, WriteSea shall notify Reseller promptly of any WriteSea Claims, permit Reseller to control the defense and settlement of such WriteSea Claims (provided that WriteSea may participate with counsel of its own choosing, at its own expense), and assist Reseller, at Reseller’s expense, in defending or settling such WriteSea Claims. Reseller shall not be liable for any settlement amounts entered into by WriteSea without Reseller’s prior written approval.

9.2. Indemnification by WriteSea. If a third party makes a claim against the Reseller that: i) the Offerings infringes any patent, copyright or trademark, or misappropriates any trade secret, ii) ii) WriteSea violates any applicable law or regulation; (iii) any representations or warranties made by WriteSea in respect to the Offerings or any portions thereof that cannot not be cured within a commercially reasonable period; WriteSea shall defend, indemnify and hold harmless the Reseller and its directors, officers and employees against the claim at WriteSea’s expense, and WriteSea shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction against such parties or agreed to in a written settlement agreement signed by WriteSea, to the extent arising from the claim. WriteSea shall have no liability for any claim based on (i) Reseller Data or Customer Data, (ii) modification of: the Offerings, Non-WriteSea Offerings, Non-WriteSea Software Products, or (iii) use of the Offerings other than in accordance with the documentation and this Agreement. WriteSea may, at its sole option and expense, procure for the Reseller the right to continue use of the Offerings, modify the Offerings in a manner that does not materially impair the functionality, or terminate this Agreement and refund to Customer any amount paid by Customer with respect to the Offerings following the termination date.

9.3. Procedures. Reseller’s obligations in this Section 9 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 a claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense.

10. CONFIDENTIAL INFORMATION

10.1. Definition. “Confidential Information” means information disclosed under this Agreement that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure or information which is marked “confidential” or “proprietary”. WriteSea’s Confidential Information includes the terms and conditions of this Agreement, the Offerings, the Order, any technical or performance information about the Offerings, any non-public documentation provided by WriteSea and any new product information regarding the Offerings.

10.2. Obligations. As receiving Party, each Party will (a) hold the disclosing Party’s Confidential Information in confidence and not disclose such Confidential Information to third parties except as permitted in this Agreement and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Each party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The receiving Party may disclose the disclosing Party’s Confidential Information to its employees, agents, contractors, auditors, accountants, legal counsel and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.

10.3. Exclusions. 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 the disclosing Party’s Confidential Information if required by law, subpoena or court order, provided, if permitted by law, it notifies the disclosing Party in advance.

10.4 Injunctive Relief. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

10.5. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

11. TERM AND TERMINATION

11.1. Term. This Agreement is effective as of the Effective Date and continues for an initial term of 12 months and will automatically renew for successive 12-month periods, unless either Party gives the other Party notice of non-renewal at least 90 days before the current term ends (the “Term”).

11.2. Termination. In additional to any other remedies, this Agreement may be terminated as follows: (i) if WriteSea fails to make any payment due hereunder within sixty (60) days after receiving written notice from the Reseller that such payment is delinquent, the Customer may terminate this Agreement on written notice to WriteSea at any time following the end of such period; (ii) if either Party breaches any material term or condition of this Agreement and fails to cure such breach within(30) days after receiving written notice of the breach, the non-breaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day period; (iii) if either Party becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due) or makes an assignment for the benefit of creditors, then the other Party may terminate this Agreement immediately upon notice; or (iv) without cause, with a one hundred and eighty (180) day written notice. Termination shall not affect WriteSea’s right to Customer Data and Reseller Data.

11.3. Term of Purchased User Subscriptions. User subscriptions purchased by Reseller commence on the start date specified in the applicable Order and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order, all User subscriptions shall automatically renew until cancelled. The pricing during any such renewal term shall be the same as during the prior term unless WriteSea has given Reseller written notice of a pricing increase through any new Order or distributed WriteSea Pricing Guidelines at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed seven percent (7%) of the pricing for the Offerings in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order as promotional or one-time.

11.4. Consequences of Termination. Upon any expiration or termination of this Agreement, Reseller will (a) cease to be an authorized reseller of Offerings, (b) immediately cease all advertising, marketing and other resale activities with respect to the Offerings and (c) cease use of the Offerings to the extent permitted under the Agreement, and any WriteSea resources provided under this Agreement and destroy any and all copies of such Offerings.

11.5. Customer Agreements. Any Customer licenses or subscriptions granted prior to the termination of this Agreement will survive in accordance with the terms of the applicable Customer Agreement, provided that in no event may such licenses be extended or renewed without the prior written consent of WriteSea. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent a Customer notifies Reseller that it wishes to terminate an order with Reseller prior to the end of the Term as set forth in such order with Reseller in accordance with the Customer’s terms with the Reseller, and purchase Offerings through another WriteSea reseller or with WriteSea directly including as a result of the direct marketing of Offerings to a Customer immediately prior the termination of this Agreement but at any point after the intent to terminate this Agreement has been communicated by Reseller to WriteSea, then Reseller agrees to reasonably cooperate with WriteSea in transferring applicable access or other requisite rights to the Offerings under the terminated Order to WriteSea directly or Customer’s selected alternate reseller and to operate in good faith to ensure there is no disruption or technological barrier to the intention of this Section 11.5.

11.6. Survival. Sections 2 (Definitions), 3.2 (License Restrictions), 3.3 (Non-Exclusive), 4.3 (Reseller Services), 6 (Ownership), 7.2 (Payment and Terms) (with respect to payment obligations accrued as of the date of expiration or any termination), 7.5 (Taxes), 7.6 (Records and Audit), 8.2 (Disclaimer), 9 (Indemnification), 10 (Confidential Information), 11 (Term and Termination), 12 (Limitation of Liability), 13 (Dispute Resolution), 15 (Changes to Agreement) and 16 (General Provisions) will survive any termination of this Agreement.

12. LIMITATION OF LIABILITY

12.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND AFFILIATES’) AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY WRITESEA TO RESELLER WITH RESPECT TO THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.

12.3. Excluded Claims. “Excluded Claims” means (a) Reseller’s breach of Sections 3 (Reseller Rights and Restrictions), 4 (Conduct and Obligations), (b) amounts payable to third parties by Reseller under Section 9 (Indemnification) or (c) either Party’s breach of Section 10 (Confidential Information).

12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. DISPUTE RESOLUTION

13.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Tulsa, Oklahoma and both parties submit to the personal jurisdiction of those courts.

13.2. Injunctive Relief; Enforcement. Notwithstanding Section 13.1 (Governing Law; Jurisdiction and Venue), nothing in this Agreement will 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.

14. EXPORT RESTRICTIONS.

Reseller agrees to comply with all relevant U.S. and foreign export and import laws in using the Offerings. Without limiting the foregoing, (a) Reseller represents and warrants that it is not, and that it will not market or resell the Offerings to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and (b) Reseller will not (and will not permit any of its users to) access or use the Offerings in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations.

15. CHANGES TO AGREEMENT.

WriteSea may update this Agreement from time-to-time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order. Except as provided in this Section 15, all changes or amendments to this Agreement require the written agreement of you and WriteSea.

16. GENERAL PROVISIONS

16.1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to sales@writesea.com. WriteSea may send you notices to your email address that is on file with WriteSea, which you have provided when placing an Order, or through your WriteSea account.

16.2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.

16.3. Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition or sale of all or substantially all of its assets or voting securities. Provided; however, where an assignment is made by the Reseller, then the assignee is financially and technically able to, and agrees in writing to, assume all of assignor’s obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties’ permitted successors and assigns.

16.4. Entire Agreement. This Agreement, constitutes the entire, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: 1) the Order, 2) this Agreement and 3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by WriteSea, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.

16.5. Waivers; Severability. No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will 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. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

16.6. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants), and “hereunder” refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

16.7. Independent Contractors. The Parties are independent contractors. This Agreement will 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 either Party the express or implied right, power or authority to create any duty or obligation of the other Party.

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