Partner terms and conditions
Introduction
Order requirements
Limited Right to Resell
First sale process
Enforcement of End User Agreement
All use of the Products by end users is subject to the End User Customer Agreement,and you may not purport to impose any other terms pertaining to their use of the Products.You are responsible for ensuring that each end user enters into the End UserCustomer Agreement (which includes all limitations on Authorized Users andother quantity restrictions applicable to the end user’s order) in a mannerthat is legally binding upon the end user. This may require you to (a) notifyeach end user that Vates products are subject to the End User CustomerAgreement and that by placing an order with Reseller the end user agrees tothe End User Customer Agreement, (b) include either a copy of or link to theEnd User Customer Agreement in each quotation and order form you issue to theend user, and (c) obtain from each end user written confirmation of acceptanceof the End User Customer Agreement prior to the earlier to occur of acceptanceof the order by Reseller or delivery of the Product. You must provide evidenceof such acceptance by the end user to Vates upon request.
You agree to immediately notify us of any known or suspected breach ofthe End User Customer Agreement or other unauthorized use of the Productsand to assist us in the enforcement of the terms of the End User Customer Agreement.
Identification as Reseller
Reseller Obligations and Liability
End User Relationships; Business Practices. You agree not to representyourself as an agent or employee of Vates and agree that we willhave primary control over any end user communication regarding theProducts once you submit a Reseller Order. You will not make anyrepresentations regarding Vates, on Vates’s behalf, orabout any Products. You agree not to engage in any deceptive,misleading, illegal, or unethical practices that may be detrimentalto Vates or its products and agree to comply with all applicablefederal, state and local laws and regulations while operating underthis Reseller Agreement.
Indemnity. You are fully responsible for all liabilities and expensesof any type whatsoever that may arise on account of your resale of Products.You will indemnify, hold harmless and (at Vates’s option) defend Vatesfrom and against any claim, loss, cost, liability or damage, including attorneys’fees, for which Vates becomes liable arising from or relating to: (a) anybreach or alleged by you of any term of this Reseller Agreement, (b) the issuanceby you of any warranty or representation regarding Vates or its products orservices not specified in the Vates Customer Agreement, or (c) any of yourother acts or omissions in connection with the marketing or resale of the Productsunder this Reseller Agreement.
Termination
Termination. We may terminate this Reseller Agreement if you materiallybreach any provision in this Reseller Agreement and fail to cure such breachwithin five (5) days of written notice of such breach. In addition, eitherparty may terminate this Reseller Agreement for any reason or no reason uponthirty (30) days’ written notice to the other party. Vates may also terminatethis Reseller Agreement immediately upon notice to you if (a) it ceases to offerthe current Reseller program or (b) it reasonably believes that continuinghereunder could result in business or legal liability for Vates or otherwiseharm Vates or its end users.
Effect of Termination. You expressly agree that Vates will have no obligationor liability to you resulting from termination or expiration of this ResellerAgreement in accordance with its terms. Upon termination or expiration of thisReseller Agreement: (a) you must immediately cease identifying yourself as anVates Reseller and using Vates Marks in connection with your resale activitieshereunder, (b) you must destroy all Confidential Information in your possessionand certify destruction (unless we request that you return such materials to us).
Changes to Agreement
Confidentiality
Vates Commitments; DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW,NEITHER VATES NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE,LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, ORANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND(INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER INCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, VATES’SAND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLERAGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TOVATES IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.
Contact
Contact. You may contact us at the following address:
Vates SAS, 17 rue Aimé Beray, 38000 Grenoble, FRANCE

You have a question?
By taking advantage of our professional support, you benefit from the assistance of our experts from the design phase of your infrastructure.
