GTB Technologies Reseller Agreement

Thank you for your interest in partnering with GTB Technologies, Inc. (“GTB”) as an authorized reseller. Before proceeding, we ask that you carefully review the terms outlined below, which govern your reselling rights and responsibilities. These terms are designed to ensure that our partnership aligns with GTB Technologies’ standards and best practices.

Please note that these terms may be updated or modified at any time without prior notice, and it is your responsibility to stay informed of any changes.

By submitting the required reseller form, you acknowledge that this current agreement supersedes any previous reseller agreements or terms between you and GTB. Any prior agreements are considered void and no longer applicable once you accept the terms of this agreement.

Reseller Purchase Order (PO) Terms Not Accepted:
Please note that the terms outlined in any Purchase Order (PO) submitted by the Reseller are not accepted. This agreement is the sole governing document, and any conflicting terms or conditions in your PO will be disregarded. All transactions and relationships are governed exclusively by the terms as set forth in this Reseller Agreement and the associated End User License Agreement (“EULA”).

To proceed, please fill out the required reseller form and acknowledge that you have read, understood, and agree to abide by all the terms and conditions specified in this agreement. By submitting the form, you are confirming your acceptance of these terms and your commitment to following our guidelines in distributing and supporting the Software.

If you have any questions or need clarification on any points, please contact us before proceeding.

Reseller Agreement 

This Reseller Agreement (“Agreement”) is made between GTB Technologies, Inc.  (including its affiliates)  located at 2054 Vista Parkway, Suite 400 West Palm Beach, FL  33411, USA (“Vendor”) and Reseller Name entered in the form,  (“Reseller”). By clicking “Accept,” Reseller agrees to the following terms and conditions for a one-time resale of licenses to use the Vendor’s software and/or associated services based solely on these terms.

1. Grant of License

Vendor grants Reseller a non-exclusive, non-transferable right to resell licenses to use the Vendor’s software product(s) (the “Software”) on a one-time basis to the stated End User (within the GTB Order form). This license is limited to the specific license or service resale identified in this Agreement and does not permit any further sublicensing, distribution, or modification of the Software.

2. Payment Terms, Purchase Orders

The Reseller agrees to pay Vendor for licenses to the Software and / or Services, as specified in the GTB Order Form. Payment terms and delivery are subject to the conditions outlined in the Vendor’s End User License Agreement (EULA), which will govern the payment, invoicing (Net 45), and the delivery process. Reseller will be invoiced with Net 45 terms from the date of the invoice, and payment is due accordingly.  Any terms outlined in any Purchase Order (PO) submitted by the Reseller are not accepted.

3. Reseller Obligations

Reseller agrees to:

– Market, sell, and distribute the Software in accordance with Vendor’s guidelines.

– Provide initial end-user support, if applicable, and direct any technical or licensing issues to Vendor.

– Ensure all sales are conducted in compliance with applicable laws and regulations.

– Agree not to disparage or attempt to bypass the Vendor in any manner.

4. Delivery and Licensing

Upon receipt of payment, Vendor will deliver the Software via electronic download. The Software will be licensed directly to the end-user, not to Reseller. Reseller is prohibited from transferring, sublicensing, or reselling the Software to any other third parties.

Reseller shall ensure that the end user is provided with a copy of, and agrees to be bound by, the Vendor’s End User License Agreement (EULA), located at https://gttb.com/wp-content/uploads/2016/02/GTB%20Technologies%20T&C.pdf  before the Software is delivered or installed. Reseller is responsible for confirming that the end user complies with all terms of the Vendor’s EULA. All payment terms, delivery conditions, and obligations are also governed by the EULA, which supersedes any contrary terms in this Agreement.

5. Intellectual Property

The Software, all associated intellectual property, and any related materials are the sole and exclusive property of Vendor. Reseller is granted no ownership rights in the Software, only the limited right to resell it as described herein.

6. No Warranties

THE SOFTWARE IS PROVIDED “AS-IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Reseller acknowledges that they have evaluated the Software to their satisfaction and agrees to resell it at their own risk.

7. Limitation of Liability

IN NO EVENT SHALL VENDOR BE LIABLE TO RESELLER OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDOR’S LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY RESELLER FOR THE SOFTWARE.

8. Indemnification

Reseller agrees to indemnify, defend, and hold Vendor harmless from any claims, damages, or liabilities (including attorney’s fees) arising out of or related to Reseller’s resale, use, or distribution of the Software, including but not limited to claims of third-party infringement, breach of applicable laws, or customer disputes.

9. Termination

This Agreement is effective upon acceptance by GTB Technologies, Inc. and remains in force until the one-time resale transaction is completed. Either party may terminate this Agreement immediately upon written notice if the other party breaches any of its terms. Upon termination, Reseller must cease all sales, distribution, and use of the Software.

    10.  Superseding Prior Agreements

This Agreement supersedes any previous reseller agreements or terms between you and GTB Technologies, Inc. Any prior agreements are considered void and no longer applicable.

    11.  Modification of Terms

The terms of this agreement may be updated or modified at any time without prior notice. It is the Reseller’s responsibility to regularly review the terms and stay informed of any changes. Continued use of the services or engagement under this agreement after modifications constitutes your acceptance of the updated terms.

    12.  Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Florida, Palm Beach County without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts located in Palm Beach Country.  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. 

    13.  Electronic Signatures

The parties agree that electronic signatures, including those executed through DocuSign or other similar electronic signature platforms, are valid and binding. Such signatures shall carry the same legal effect as traditional handwritten signatures and are deemed acceptable for the execution of this agreement and any related documents.