GTB Technologies, Inc. Reseller Agreement – one time

Thank you for your interest in partnering with GTB Technologies, Inc. (“Vendor”) 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 prior agreements are deemed void unless a separate, active, and fully executed GTB Reseller or Distributor Agreement is in effect at the time of order submission.

For clarity, this Agreement governs solely the commercial relationship between Vendor and Reseller.  Any licensing, use, or deployment of the Software by the End User is governed exclusively by Vendor’s applicable End User agreement as determined under Section 5 below. No reseller transaction shall modify, expand, or supersede any End User agreement absent a written amendment executed directly by Vendor and the End User.  

Acceptance of Terms. By clicking “I Agree,” checking a box indicating acceptance, submitting a registration, or submitting any Vendor Quote or Order Form, Reseller confirms that it has read, understands, and agrees to be bound by this Agreement. If the individual accepting these terms is doing so on behalf of an entity, such individual represents and warrants that they have full authority to bind such entity.

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.

“Services” means support, professional services, SaaS offerings, cloud-based services, AI-enabled features, or other services provided by Vendor, if any, as expressly identified in an Order Form.

2. Grant of License

Vendor grants Reseller a non-exclusive, non-transferable, one-time right to resell licenses to Vendor’s software product(s) (the “Software”) to the specific End User designated in the applicable Order Form. This license does not permit sublicensing, modification, or resale to additional third parties and does not grant Reseller any authority to amend, extend, or interpret any End User agreement, including any Master Services Agreement (“MSSA”), on Vendor’s behalf.

2.1 Services. If an Order Form includes Vendor-provided services (including but not limited to support, professional services, SaaS offerings, or AI-enabled services), such services shall be performed solely by Vendor (or its authorized subcontractors) and shall be governed exclusively by Vendor’s applicable End User agreement, COTS Terms, and/or AI Appendix, as specified in the Order Form. Reseller is not authorized to perform, sublicense, modify, or bind Vendor with respect to any services.

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.

a. Reverse Charge / Self-Assessment: Vendor may issue tax-free invoices under applicable reverse charge or self-assessment mechanisms. Reseller shall be solely responsible for accounting and paying applicable taxes.

b. Non-Resident VAT: Vendor reserves the right to register for VAT or similar indirect tax systems as required by applicable law.

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.

4. Reseller Obligations

Reseller agrees to:
– Market, sell, and distribute Software in accordance with Vendor’s guidelines.
– Provide initial End User administrative support and promptly refer all technical, licensing, and service-related issues to 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).

5. Delivery, Licensing, and Audit Rights

5.1 End User Licensing. Software is licensed directly to the End User under one of the following, as applicable:
(a) a fully executed Master Services Agreement (“MSSA”) between Vendor and End User that is active as of the applicable Order Form effective date, solely with respect to those Vendor products and services expressly licensed under such MSSA; or
(b) Vendor’s then-current commercial off-the-shelf terms and conditions (“COTS Terms”), including the GTB AI Appendix if applicable, available at https://gttb.com/wp-content/uploads/2016/02/GTB%20Technologies%20T&C.pdf
together with the GTB AI Appendix, if applicable, located at:
https://gttb.com/ai-appendix/ for any products, modules, SaaS offerings, services or AI-enabled features not expressly licensed under an active MSSA.  

In no event shall a reseller transaction expand the scope, pricing, support, liability, or usage rights under any MSSA absent a written amendment executed directly by Vendor and the End User.  For clarity, services are not licensed and are governed separately from Software, even if listed on the same Order Form.

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.  Reseller shall not represent to any End User that an existing MSSA governs any products or services unless Vendor has expressly confirmed such applicability in writing.

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

6. Intellectual Property

The Software, trademarks, including but not limited to 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.

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.  Vendor makes no warranties with respect to any Services, which are provided subject solely to the applicable End User agreement.

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 one-time 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.  Termination or expiration of this Agreement shall not affect any End User licenses validly granted by Vendor, which shall remain governed by the applicable End User agreement.

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-one-time
It is the Reseller’s responsibility to review the posted terms regularly. Continued submission of orders or resales constitutes acceptance of updated terms.  For avoidance of doubt, modifications to this Agreement shall not amend or alter any End User MSSA or other End User agreement.

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.  The Parties agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Palm Beach County in Florida and the United States District Court for the Central District of Florida, with respect to such matters. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and either party may seek injunctive relief in any United States 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.

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, to the maximum extent permitted by applicable law, even if not signatory to this Agreement.

GTB Technologies, Inc. reserves the right to update these terms at any time. Resellers are responsible for reviewing the current terms before submitting an order.