Reseller Addendum
This Reseller Addendum (the “Addendum”) is entered into between Tealium Inc., located at 11095 Torreyana Road, San Diego, CA 92121 (“Tealium”) and [ENTER FULL COMPANY NAME], a [ENTER STATE OR COUNTRY OF INCORPORATION] [CORPORATION, LLC, PARTNERSHIP], with a place of business located at [ENTER ADDRESS] (“Reseller”) (each a “Party” and collectively, the “Parties”) and is effective as of the last date it is signed below (the “Effective Date”). Tealium and Reseller have entered into a Master Services Agreement dated ________ (the “MSA”). This Addendum, the MSA (including any attachments or exhibits attached to or incorporated into the MSA or this Addendum by reference) and any Service Orders entered into between the Parties hereunder collectively constitute the “Reseller Master Services Agreement” or “RMSA” between Tealium and Reseller.
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“Tealium“ TEALIUM INC. Signature: __________________________ Printed Name: ______________________ Title: ____________________________ Date: ____________________________ Tealium Reference No. ________________ RMSA No. _________________________ |
“Tealium“ TEALIUM INC. Signature: __________________________ Printed Name: ______________________ Title: ____________________________ Date: ____________________________ Tealium Reference No. ________________ RMSA No. _________________________ |
1. Definitions. The following terms are in addition to the definitions in the MSA. Additional definitions may also be provided in a Reseller Service Order:
“Certified Tealium Service” means the Tealium Services for which Reseller has successfully completed and maintained the Tealium Certification Program.
“Tealium Certification Program(s)” means the Tealium training programs about the Services as revised and updated by Tealium from time to time, that are intended to enable Reseller and its specified personnel to professionally represent, market and promote the Services in the Territory, and to professionally provide deployment, implementation and support Services to Customers in the Territory, as further described in Section 3 below.
“Territory” means the following territory: [ENTER TERRITORY OR TERRITORIES]
“Reseller Service Order” or “Service Order” means the documents for placing orders hereunder that are entered into between Reseller and Tealium from time to time. Service Orders will, among other things, identify the Customer, the specific Services being purchased, the authorized usage levels for each Service, the Service Term, Reseller Discount, and Tealium Service Order Price information. Service Orders will be completed using the process provided by Tealium for creation and execution of Service Orders. Information about the then-current Service Order creation process can be obtained from the Tealium channel representative. Each completed and fully executed Service Order will be subject to the terms of this RMSA.
“Customer Price” means the price for Services to be provided under and specified in a Service Order and to be paid by a Customer to Reseller. The Customer Price will be dependent upon and may vary based upon the Services to be provided under and the project associated with each particular Service Order.
“Discount” or “Reseller Discount” means Tealium’s then standard Reseller discount structure available to Reseller through a Tealium channel representative. Each Service Order will specify the applicable Discount applicable to the Services covered in each Service Order. Discounts are subject to enhancement as described in Section 5 below.
“Service Order Price” means the net price for Services payable by Reseller to Tealium as shown on any particular Service Order. The Service Order Price is the Customer Price for any particular Service less the then applicable Reseller Discounts.
“Customer” or “Client Customer” or “End-User” means the customer of the Reseller with whom the Reseller forms a contractual relationship for purchase and use of Services.
“Customer Registration Form” means the Customer registration form made available by Tealium. Information about the Customer registration process can be obtained from the Tealium channel representative.
2. Reseller Appointment, Authority and Customer Registration. Tealium appoints Reseller, and Reseller hereby accepts appointment, as a Tealium limited, non-exclusive reseller to promote and resell the Tealium Services to Customers in the Territory only. Tealium does not grant Reseller any exclusive rights in the Territory. Customers will only receive access to the Services after Tealium and Reseller execute a completed Reseller Service Order. Reseller will submit to Tealium a Customer Registration Form for each Customer to whom Reseller intends to resell Tealium Services. Tealium will evaluate each Customer Registration Form within fifteen (15) days following submission. Tealium may decline a prospective Customer for good reason, including without limitation compliance with import/export laws, business reputation of the prospective Customer, or that the prospective Customer currently or previously exists in Tealium’s direct pipeline. A Customer Registration Form not declined within fifteen (15) days will be deemed accepted.
3. Reseller Certification. Reseller may obtain certification status with respect to some or all Tealium Services. The specific requirements of the Tealium Certification Program will be provided to Reseller through the Tealium on-line Partner Portal or by a Tealium channel representative. In order to retain its certified status Tealium may require Reseller to demonstrate its continued expertise by successfully completing Tealium Certification Programs from time to time. Tealium may revoke Reseller’s certification status in whole or on a Service-by-Service basis if Reseller fails to demonstrate its ability to properly represent, promote or market the Services and to properly implement, deploy and support the Services in the Territory in Tealium’s sole discretion. Reseller will provide first line technical support for Certified Tealium Services. As described further in Section 5 below, Reseller may earn a larger Discount for reselling Certified Tealium Services.
4. Customer Compliance with Terms and Conditions. Reseller and Tealium will enter into a Reseller Service Order for each Customer to whom Reseller resells Services. Tealium offers two ways Reseller may contract for Services for each Customer:
a. Reseller Contract. Reseller will contract directly with Customers for use of the Services. Reseller is responsible for Customer’s compliance with the terms of the MSA and will include in its contract with its Customers terms and conditions regarding use of the Services substantively the same as the Tealium MSA. During each applicable Service Term, Tealium will provide the Services to Reseller or Customers subject to and consistent with the then applicable Tealium MSA.
b. Tealium Contract. Alternatively, Reseller will contract directly with Customer for the financial terms as expressed in the Service Order, and Tealium will contract directly with Customer to provide the Services under Tealium’s then current standard terms of service (except for the financial terms that will be payable by Reseller under the applicable Service Order).
5. Fees, Discounts and Price. The Service Order Price to be paid by Reseller to Tealium for Services provided to a Customer pursuant to a Service Order will be the applicable Customer Price for the Services less the applicable Reseller Discounts specified in the Service Order. Tealium reserves the right to amend its scheduled Reseller Discounts at any time. Reseller will pay to Tealium the Net Price(s) associated with each Service Order within 30 days of invoice. Following Reseller’s successful completion of Tealium Certification Program for a specific Service, the Reseller Discount will be increased by five percent (5%) for such Services (e.g. discount increased from 10% to 15%). The Reseller Discounts provided in this Section 5 apply to the initial annual Service Term of each Service Order and to the Customer Price for any renewal or extension of a Service Term for a Customer.
6. Reservation of Certain Rights. Tealium may remove, modify or discontinue any Service(s), at any time and at Tealium’s sole discretion. Tealium will not be liable to Reseller for any loss, damage, or penalty arising from or on account of any said modification, abridgment, or discontinuance. Tealium will use commercially reasonable efforts (i) to notify Reseller of its intent to discontinue said Service a minimum of sixty (60) days prior to the effective date of said discontinuance, and (ii) to continue to provide the Services or a functional equivalent to Customers for the remaining Service Term under then existing Service Orders. Tealium will have no liability for deficiencies or delays in delivery of the Services resulting from the acts or omissions of Reseller, its agents, or employees, or Customers, or performance of the Services in accordance with Reseller’s instructions.
7. Term and Termination.
a. Term. The term of this RMSA (the “Term”) begins on the Effective Date and continues until the expiration of all the Service Terms of all Service Orders executed hereunder unless earlier terminated in accordance with this RMSA. Subject to the foregoing sentence, either Party may terminate this Agreement with or without reason upon ninety (90) days prior written notice to the other Party.
b. Service Terms. Each Service Order will provide for a Service Term. Unless otherwise provided in the MSA, at the end of the Service Term of any Service Order and to avoid unintended interruption of service, the term of such Service Order will automatically renew for successive twelve (12) month periods unless either Party gives written notice to the other Party of its intention not to renew at least ninety (90) days before the end of a Service Term. Termination of one Service Order will not affect the Service Term of any other Service Order.
c. Termination for Breach. Either Party may also terminate this RMSA upon written notice to the other Party, (a) for any material breach by the other Party if such breach is not cured within thirty (30) days following written notice of such breach from the non-breaching Party; (b) if the business of the other Party is adjudicated bankrupt or said other Party enters into voluntary or involuntary bankruptcy proceedings or similar proceedings under state law; (c) if the other Party becomes insolvent or makes an assignment for the benefit of creditors; or (d) if the business of the other Party terminates.
d. Effect of Termination. Upon expiration or termination of this RMSA, Reseller will (a) provide Tealium with all outstanding reports and payments due Tealium; (b) cease marketing the Services; (c) assign to Tealium all rights (including but not limited to rights to provide support under support agreements), if any, to existing and prospective Customers; (d) report to Tealium in reasonable detail the status of all pending Service Orders, and relationships with existing and prospective Customers; and (e) return to Tealium all promotional and other materials and other information of Tealium in any form (proprietary or otherwise) in Reseller’s possession or under its control. Reseller and Tealium will cooperate to effect an orderly transition of the Customers to Tealium for the remainder of their respective Service Terms. Any payment obligations of Reseller, and the provisions of Sections 1, 4, 5, 6, 7, and 10 of this Addendum and Sections 6, 9.2, 9.3, 10, 12, and 14 through 21, and 21 through 23 of the MSA will survive termination or expiration of this RMSA.
e. Liability on Termination. Neither Party will be liable to the other for any loss or damage arising from or as a result of the nonrenewal or termination of this RMSA in accordance with its terms. Reseller hereby waives any and all compensation or damages relating to or arising from, directly or indirectly, such termination and agrees that it will have no rights to damages or indemnification of any nature, specifically including any commercial severance pay related to loss of future profits, expenditure for promotion of the Services, or payment of goodwill or other commitments in connection with the business and goodwill of Reseller.
8. Notices. All notices permitted or required under this RMSA will be in writing and transmitted to the other Party via personal delivery, electronic mail, certified, registered or U.S. first class postal mail or by overnight courier service. Notice will be deemed effective when received by the other Party. Notices will be sent to the addresses set forth in this RMSA or such other address as either Party may specify in writing. Notices to Tealium must also be sent to legal@tealium.com.
9. Publicity and Co-Marketing. During the Term, Reseller agrees that Tealium may use the Reseller’s logo on its web site and in other promotional material for the limited purpose of identifying Reseller as a reseller or user of Services. If requested by Tealium, Reseller will participate at its expense in one or more annual Tealium user conferences and one or more case studies each year.
10. Audit Cooperation. Tealium reserves the right to audit Reseller’s compliance with the terms of this RMSA and Service Orders issued hereunder. Any audit will be conducted during normal business hours and will not unreasonably interfere with Reseller’s normal business operations. Tealium will provide Reseller with not less than five (5) business days advance notice of its intention to conduct an audit. Reseller with provide Tealium or its designated representatives and agents (who shall be subject to customary confidential information protection agreements) with copies of, or access to, such books and records as are reasonably requested and related to confirmation of Reseller’s compliance with the terms of this RMSA and Service Orders.
11. Entire Agreement. This RMSA (including any attachments or exhibits attached to or incorporated into the MSA or this Addendum by reference) and all Service Orders entered into hereunder constitutes the complete and entire agreement between the Parties with regard to the subject matter hereof, and supersedes and replaces any prior or contemporaneous agreements between the Parties regarding such subject matter. No oral or written representation that is not expressly contained in this RMSA is binding on Tealium or Reseller. Except as expressly set forth herein, no amendment to this RMSA or any Service Order will be binding on either Party unless in writing and signed by both Parties.
