Master Reseller Partnership Agreement
This Master Reseller Partnership Agreement (hereafter – Agreement) is concluded between DMS Solutions (Hong Kong) Limited (hereafter – DMS Solutions) and the Partner (hereafter referred the Parties) as of the date the Partner provides its consent by signing off Partnership Schema on reselling «elDoc» - Intelligent Document Processing and Business Process Management Solution (hereafter – the Software).
- DMS Solutions grants to the Partner limited, non-exclusive, non-transferable right to resell the Software.
- Partnership Schema (including remuneration, benefits, terms) the Partner is eligible for based on reselling the Software is concluded through separate statement that shall be signed off by the Partner and which is deemed as integral part of this Agreement.
- The Partner agrees that the Software is an exclusive proprietary property of DMS Solutions. No title to or ownership of the Software is transferred to the Partner or End-User through reselling procedure.
- Provisions related to Software Intellectual Property Rights, Restrictions, Liabilities, Support Procedures, Terminology etc. is regulated by elDoc End User License Agreement (EULA) located at the following web-address: https://documentation.eldoc.online/latest/en/license-agreement and is applicable for Partner if written out in full herein.
- The Partner shall ensure that its personnel have been trained and enabled to professionally perform their assigned duties related to Software reselling. The Partner shall not engage in any activity, operation or failure to perform that diminishes or damages the reputation and goodwill of the Software and/or DMS Solutions.
- The Partner shall be responsible for any warranty or other commitment the Partner provides either directly or indirectly to the End User which go beyond the warranty and support expressly granted by DMS Solutions.
- The Partner shall comply with all laws and regulations applicable to the conduct of its activities hereunder. Where requested by local regulations, Partner shall not export any Software to any jurisdiction without first obtaining all necessary export and import permits and clearances, or otherwise in violation of any applicable law or regulation.
- All information submitted by the Party to the other Party in connection with the Software or services provided hereunder and whether or not expressly identified in writing thereon as confidential, including, without limitation, data, the Software, End User information, product and marketing information, product plans, designs, beta software and software documentation, shall be used solely to perform the activities contemplated hereunder and safeguarded as confidential by the recipient with not less than a reasonable degree of care. However, neither party is responsible for safeguarding or restricting use of information that is publicly available, in its possession prior to its receipt from the other party hereunder or obtained by it from third parties without restriction on disclosure, or independently developed without reference to the confidential information disclosed hereunder.
- Either Party may terminate this Agreement upon notice to the other Party if the other Party: (I) breaches this Agreement and fails to remedy such breach within 30 days after receiving notice of the breach from the other Party, or (ii) commences bankruptcy or dissolution proceedings.
- This Agreement and Partnership Schema hereto will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any claim, dispute or controversy arising between the parties out of or in relation to this Agreement, or breach thereof, which cannot be satisfactorily settled by the parties, shall be subject to the jurisdiction of the courts of Hong Kong.
- This Agreement could be reviewed by DMS Solutions periodically with a purpose to include additional provisions / introduce changes / amendments to the existing provisions of this Agreement without any prior notice.
Last revision date: 10.11.2020