GTB Technologies, Inc. Reseller Agreement

Thank you for your interest in partnering with GTB Technologies, Inc. (“Vendor” / “GTB” ) as an authorized reseller. Before proceeding, please carefully review the terms below, which govern your reselling rights and responsibilities.

By submitting any Vendor Quote and/or Order Form, you acknowledge that this Agreement supersedes any prior reseller agreements, unless a separate written and active Reseller Agreement is in place at the time of your Order Form submission. Any previous contracts are deemed void unless an individual, active, and fully executed GTB Reseller or Distributor Agreement is in effect at the time of order submission.

1. Definitions

Affiliate means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

Confidential Information means any non-public technical, functional, architectural, performance, operational, UI/UX, or behavioral information relating to the Software, including screenshots, logs, alerts, demonstrations, videos, specifications, or documentation provided by Vendor.

2. Grant of License

Vendor grants Reseller a non-exclusive, non-transferable right to resell licenses to the Vendor’s software product(s) (the “Software”) to the specific End User designated in the Order Form. This license does not permit sublicensing, modification, or resale to additional third parties.

Anti-Reverse Engineering / Anti-Benchmarking. Reseller shall not, and shall not permit any third party to, access, use, copy, demonstrate, analyze, benchmark, test, scrape, reverse engineer, decompile, derive source code from, or otherwise evaluate the Software for any competitive, comparative, or derivative purpose, including for the training, development, or improvement of any artificial intelligence model, system, dataset, or derivative product.

Geographic Restriction. Reseller may only resell the Software within the geographic location shown on the GTB Quote or Order Form. Any cross-border resale or fulfillment requires GTB’s prior written approval.

3. Payment Terms and Purchase Orders

3.1

Reseller agrees to pay Vendor in accordance with the Vendor’s Quote or Order Form. Invoices will be issued with 45-day net terms. No terms in Reseller’s Purchase Orders are accepted and are expressly rejected. Late payments accrue 1.5% monthly interest. Vendor may recover legal and collection costs. All sales are final and non-refundable.

3.2 Prices do not include taxes.

Reseller agrees to indemnify, defend, and hold Vendor harmless from any taxes arising from this Agreement, except for U.S. taxes based on Vendor’s income.

1. Reverse Charge / Self-Assessment (including VAT/GST).
   Vendor may issue tax-free invoices under applicable reverse charge, self-assessment, or customer-accounted VAT/GST mechanisms. Reseller shall be solely responsible for accounting for and paying all applicable VAT, GST, sales tax, use tax, digital services tax, and any similar indirect taxes due under such mechanisms.

3.3 Gross-Up for Withholding

If any applicable law requires Reseller to withhold taxes from payments to Vendor, Reseller shall gross up such payments so that Vendor receives the full amount invoiced, without reduction for any withholding taxes. Reseller shall be solely responsible for remitting such withheld amounts to the appropriate tax authority.

Reseller acknowledges and agrees that all items, including but not limited to taxes, VAT/GST, duties, and withholding obligations, are solely the responsibility of the Reseller. Reseller shall indemnify, defend, and hold harmless Vendor from and against any such assessments or liabilities arising from the resale of the Software.

4. Reseller Obligations

Reseller agrees to:

• Market, sell, and distribute Software in accordance with Vendor’s guidelines.
• Provide Level 1 and Level 2 End User support and refer technical/licensing issues to the Vendor.
• Comply with applicable laws and regulations.
• Not disparage, circumvent, or interfere with Vendor’s relationship with End Users.
• Ensure End Users receive and accept the Vendor’s EULA prior to delivery or installation.
• Keep accurate records of resale activity for Vendor audit (see Section 5.4).

Confidentiality & No Public Use.
Reseller shall not publicly display, publish, upload, record, post, mirror, or distribute any screenshots, videos, demonstrations, UI/UX displays, architectural diagrams, or any other technical or functional view of the Software without GTB’s prior written approval. All such materials constitute GTB Confidential Information.

AI / Model Training Restrictions.
Reseller shall not use, or permit any third party to use, the Software, any component of the Software, or any output or data derived from the Software to train, fine-tune, improve, or develop any artificial intelligence model, dataset, system, or tool, or to perform dataset generation, scraping, pattern extraction, or similar activity.

5. Delivery, Licensing, and Audit Rights

5.1

Upon receipt of payment, Vendor will deliver Software electronically. Software is licensed directly to the End User under Vendor’s End User License Agreement (EULA), located at:
https://gttb.com/wp-content/uploads/2016/02/GTB%20Technologies%20T&C.pdf

5.2

Reseller shall not sublicense, redistribute, or otherwise transfer the Software.

5.3

Reseller is responsible for ensuring End Users accept and comply with the EULA. The EULA governs payment terms and delivery.

5.4 Audit Rights

Vendor may, upon reasonable notice, audit Reseller’s records solely to verify compliance with this Agreement.

5.4.a Expanded Record Requirements
Such records shall include, at a minimum: all End User identification, quantities fulfilled, license keys issued, dates of delivery, geographic fulfillment locations, and all correspondence related to the resale. Records shall be maintained for at least five (5) years.

5.4.b Audit Enforcement
If any audit identifies unlicensed use, underreporting, or a breach of this Agreement, Reseller shall pay all applicable fees, any reasonable audit costs, and the liquidated damages described in Section 17.

6. Intellectual Property

The Software, trademarks, marketing collateral, and related materials are the exclusive property of Vendor. Reseller receives no ownership rights and may not modify, copy, or use Vendor’s trademarks except with written permission and only in accordance with Vendor’s branding guidelines.

Reseller shall not create, or attempt to make, any derivative works, enhancements, competing products, or services based in whole or in part on the Software.

7. Export Compliance

Reseller agrees to comply with all applicable U.S. export laws and regulations. Reseller shall not export, re-export, or otherwise transfer the Software without the required licenses and Vendor’s written consent.

8. No Warranties

THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Reseller resells at its own risk.

9. Limitation of Liability

VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF CAUSE. TOTAL LIABILITY SHALL BE LIMITED TO AMOUNTS PAID BY RESELLER FOR THE APPLICABLE LICENSE.

10. Indemnification

Reseller agrees to indemnify, defend, and hold Vendor harmless against all claims, losses, and expenses (including attorneys’ fees) arising from:

• Reseller’s resale or marketing of the Software
• Noncompliance with laws or the EULA
• End User disputes
• Third-party infringement claims resulting from Reseller’s conduct

11. Termination

This Agreement remains in effect until the resale transaction is complete. Either party may terminate for cause upon written notice of breach. Upon termination, Reseller must immediately cease use, distribution, or promotion of Vendor’s Software.  No refunds shall be owed, and all rights granted hereunder shall immediately cease.

Post-Termination Obligations
Upon termination or expiration, Reseller shall immediately cease all marketing, resale, distribution, and use of GTB materials, and shall destroy or return all copies upon Vendor’s request. Vendor may notify affected End Users of such termination.

12. Modification of Terms

Vendor may update or modify this Agreement at any time, without prior notice. All modifications are effective upon posting at:
https://gttb.com/reseller-terms

It is the Reseller’s responsibility to regularly review the posted terms. Continued submission of orders or resales constitutes acceptance of updated terms.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Any disputes arising under this Agreement shall be resolved in the courts located in Palm Beach County, Florida. The Parties submit to the exclusive jurisdiction and venue of:

• The Superior Court of Palm Beach County, Florida, and
• The United States District Court for the Central District of Florida.

Judgments may be enforced in any U.S. or foreign court, and either party may seek injunctive relief in any U.S. or foreign court.

14. Electronic Signatures

Electronic signatures (including via DocuSign or similar) are legally binding and enforceable.

15. Survival

Sections concerning payment, intellectual property, indemnification, limitation of liability, governing law, and audit shall survive termination or expiration.

The obligations set forth in Sections 2, 4, 5, 6, 10, and 17 shall also survive termination or expiration.

16. Affiliate Benefit and Enforcement

Reseller agrees that this Agreement, including all indemnities and limitations of liability, inures to the benefit of Vendor and its Affiliates, each of which shall be entitled to enforce such terms as a third-party beneficiary.

All GTB affiliates, subsidiaries, and parent entities may enforce this Agreement directly.

17. Liquidated Damages

Any breach relating to prohibited activities (including reverse engineering or competitive analysis), confidentiality or public display obligations, intellectual property restrictions, or any violation identified through audit shall constitute irreparable harm to Vendor.

Reseller agrees to pay liquidated damages of USD $250,000 per violation, which the parties acknowledge is a reasonable estimate of actual damages and not a penalty.