License Reseller Agreement

From a legal point of view, however, it is essential to distinguish between a reseller and a sales representative. Although some resellers work with commissions when the software developer enters into the agreement with the end user and gives compensation to the reseller, the main difference is that the resellers are completely separate from the developers. Most commercial software reseller agreements are not exclusive, which means that the publisher can grant others the right to resell the software. In some situations, a software reseller agreement may be exclusive, which would prohibit the publisher (or any of its other resellers) from reselling or distributing the software to certain end users. This Agreement is sometimes referred to as the “Software Distribution Agreement” or the “Software Distribution Agreement”. However, we provide you with a checklist of software reseller contracts that you can refer to at any time. Software resellers, such as sales representatives, are independent of the employer. They enter into an agreement with the original software developer that allows them to resell their products to customers under their own brand. This is crucial – end users are usually unaware of the connection between the reseller and the manufacturer of the white label software. However, exclusivity agreements do not mean that you are the only one authorized to sell the software. In most cases, they are defined geographically, which means that an individual reseller has the right to resell in a specific market, such as the United States.

In this case, other resellers are free to advertise the same product to end users in Europe. Terms such as agent, sales representative, and reseller are often used interchangeably. From a legal point of view, however, these are three completely different entities with specific rights and obligations. It is important to distinguish and clearly define the responsibilities of each party involved. Conditions of exclusivity are often limited by geography (“the United States”) or by industry or “field of use” (p.B education, healthcare, etc.). Thus, the publisher would be allowed to grant licences to persons outside the scope of exclusivity. In some cases, especially software as a service (SaaS), resellers are paid commissions. Here you need to pay special attention to the percentage of these commissions, as you will receive a portion of the price that the end user pays to the company. Reseller does not have the knowledge to use the software provided 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. As an independent sales representative, a software reseller is independent of the publisher and does not have the ability to enter into contracts on behalf of the software manufacturer. Under a traditional reseller agreement, the reseller pays a fee to the software publisher for the right to resell or sublicense the software. The difference between these fees and the fees charged by Reseller to End User is The Reseller`s remuneration for the Software. However, since software resellers are often compensated by a commission-type agreement, this can be a source of confusion as to the true role of the reseller. The more you remove from the reseller software contract, the better.

If you are the one who needs to help end users install the software, provide training, and provide additional services, you should be aware of this from the beginning. A software reseller agreement is a legal contract that clearly defines the relationship between the company that originally developed the white label software and the reseller. The purpose of the agreement is to identify the rights and obligations of each party and to establish the conditions for resale of the software to the end customer. You may not advertise on behalf of the Developer or act as an agent. If they do not sell white label products under their own brand, resellers should clarify the nature of the relationship with the developer. This means that they should use the title of an independent reseller instead of presenting themselves as a unit related to the original developer. Resellers also usually choose their own margins. The idea behind reselling a white label product is that you can determine the price. This gives resellers the opportunity to generate significant revenue, as the difference between the purchase price and the selling price can be substantial. 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. It`s a win-win situation. Developers don`t have to worry about marketing and intellectual property rights, while resellers get a great incentive to sell as many products as possible as they build their own business in the process. Insofar as we provide products for resale, you can order these products for resale by following the instructions on our website (currently under www.atlassian.com/licensing/resellers-licensing). You must provide all requested information, including, but not limited to, the identity of the End User, the End User`s business and email addresses, as well as specific software licenses, subscriptions to hosted services or other products to be resold in your order (“Reseller Order”). All such information must be accurate and complete and reflect the bona fide orders you have received from end users. Compensation to the Reseller is generally the difference in price between the amount paid by the User/Customer and the price paid by the Reseller to the Publisher.

However, some software reseller agreements provide that the reseller receives a final price commission based on royalties paid by the user directly to the publisher, which is more similar to how an agent`s sales representative is remunerated). This applies in particular to “Software-as-a-Service” (or “SaaS”) contracts. This Reseller Agreement constitutes the entire agreement between you and Atlassian with respect to the resale of Atlassian Products as described in this Reseller Agreement and supersedes all prior or contemporaneous oral or written communications, suggestions and representations regarding the Products or other matters covered by this Reseller Agreement. If any provision of this Reseller Agreement is held to be void, invalid, unenforceable or illegal, the remaining provisions shall remain in full force and effect. This Reseller Agreement may only be modified or supplemented as described in Section 11 (Amendments to the Agreement) or otherwise with atlassian`s written consent (which may be withheld in its sole discretion without cause). As used in this document, “including” (and its variants) means “including, but not limited to” (and its variants). If any of the parties to this Reseller Agreement violates any provision of this Reseller Agreement with respect to Confidential Information or Intellectual Property Rights, there may not be reasonable remedies available solely by law; Therefore, the aggrieved party to this Reseller Agreement may seek an injunction, a specific performance or any other form of equitable remedy or pecuniary damages, or a combination thereof. No breach or delay by the aggrieved party to this Reseller Agreement in exercising any right, authority or privilege under this Agreement shall be deemed a waiver thereof, and no single or partial exercise of this Agreement shall preclude any further exercise or exercise of this Agreement or the exercise of any right, authority or privilege under the law or equity. The parties are independent contractors.

Nothing in this Reseller Agreement shall be construed as constituting either party as a partner of the other party or creating any other form of legal association that would give the party the right, power or authority, express or implied, to create an obligation or obligation of the other party. .