Reseller Agreement

This Reseller Agreement (the “Agreement”) is entered into between HeroDevs, Inc., a company organized and existing under the laws of Delaware, with its principal place of business at 8850 S 700 E #2437 Sandy, UT (referred to as “HeroDevs”), and the Partner which executes an Order Form that references this Agreement (referred to as “Partner”). This Agreement shall be effective as of the date an Order Form is mutually executed by both Parties (“Agreement Effective Date”). HeroDevs and Partner are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS, HeroDevs operates a reseller program through which Partner can resell HeroDevs Subscription Services to Customers and potential customers pursuant to the terms of this Agreement (the “Program”); and

WHEREAS, Partner desires to participate in the Program, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1.0 Program Participation

1.1 HeroDevs grants Partner a non-exclusive, non-transferable right to participate in the Program and resell HeroDevs branded software (the “Software”), which HeroDevs provides in the form of subscriptions which includes support, compatibility and security fixes to the Software (“Subscription Services”) to Customers, in accordance with the terms of this Agreement. Partner will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of HeroDevs other than reselling Software. “Customers” means third party end users which shall use the Subscription Services in accordance with the HeroDevs Terms of Service located here (“End User Terms”).

1.2 Partner and HeroDevs shall comply with all applicable laws, regulations, and guidelines while participating in the Program. Partner commits to use commercially reasonable efforts to promote and resell HeroDevs Subscription Services.

2.0 Non-Exclusive Partnership

2.1 Partner is designated as a non-exclusive partner of HeroDevs authorized to resell HeroDevs Subscription Services.

2.2 Nothing in this Agreement prevents HeroDevs from, (i) authorizing third parties to resell Subscription Services, or (ii) directly selling Subscription Services to Customers.

3.0 Resale of Subscription Services

3.1 Partner shall actively promote and market the Subscription Services to prospective Customers. Partner acknowledges and agrees that such promotion and marketing shall materially align with the way in which HeroDevs provides the Subscription Services, including but not limited to, Subscription Services being sold on an annual basis.

3.2 In the event Partner identifies a potential transaction, Partner shall contact HeroDevs via email at sales@herodevs.com, with details necessary to enable HeroDevs to issue an Order Form (the “Partner Proposal”). For the avoidance of doubt, the Partner Proposal shall include, at a minimum, (i) the Customer’s name, address and main point of contact (both name and email address), (ii) the desired term length (e.g., one (1) year) of the Subscription Services, including the desired start date (“Services Term”), and (iii) the applicable HeroDevs Subscription Services and quantity of such Subscription Services.

3.3 Upon receipt of the Partner Proposal, HeroDevs shall promptly provide a transaction document which outlines the applicable transaction details (the “Order Form”) which combined with this Agreement will govern the re-sale of Subscription Services between HeroDevs and Partner. The Order Form shall include the applicable fees (the “Fees”) with which Partner is responsible for paying regardless of Customer(s) payment or the terms between Partner and Customer in the Customer Agreement (defined below). Upon the Parties mutual agreement of the transaction in question, each shall cause the Order Form to be executed. The provision of an Order Form, or to move forward with any transaction(s), shall be at HeroDevs sole discretion. Upon execution of the Order Form, HeroDevs shall invoice the Fees to Partner in accordance with this Agreement and the Order Form.

3.4 Partner acknowledges and agrees that, (i) they are not the end user of the Subscription Services, and are facilitating the transition of right, title and interest to the Subscription Services to the Customer(s), (ii) with respect to any transaction for Subscription Services, Partner shall require each Customer to sign, or otherwise assent to, the End User Terms, (iii) all pricing to Customers shall be determined exclusively by Partner, and (iv) any and all agreement(s) between Partner and Customer, with respect to Customers’ resale of the Subscription Services shall be exclusively between Partner and Customer (the “Customer Agreement”). For the avoidance of doubt, HeroDevs shall have no rights and/or obligations under the Customer Agreement, and Partner shall indemnify and hold HeroDevs harmless from any Claims (as defined below) that arise from the Customer Agreement.

3.5 Upon the execution of the Order Form, HeroDevs shall issue the necessary credentials / authorization access directly to the Customer (as provided by Partner). HeroDevs can provide a copy of such issuance to Partner upon written request. Upon delivery of the Subscription Services to Customer, HeroDevs shall be responsible to Customer, under the terms of the End User Terms, to render the Subscription Services.

3.6 Partner shall not purchase, use, or deploy Software and/or Subscription Services under this Agreement for Partner’s internal purposes (the “Internal Use”). In the event Partner desires to use the Software and/or Subscription Services for Internal Use, Partner will enter into an Order Form with HeroDevs and such Internal Use shall be subject to the End User Terms, unless the Parties enter into a separate definitive agreement specifically contemplating Partner’s Internal Use.

4.0 Partner Margin

4.1 In return for Partner’s efforts in marketing and selling HeroDevs Subscription Services, and its continued compliance with the terms of this Agreement and any applicable Order Form(s), HeroDevs agrees to provide Partner with a discount on the sale of Subscription Services, as mutually agreed to in an executed Order Form (the “Partner Margin”).

4.2 The Partner Margin will be reflected within the Order Form and cannot be combined with any other discounts or promotions offered by HeroDevs. Unless otherwise agreed to in an Order Form, the Partner Margin shall not extend to the resale of professional services.

5.0 Payment

5.1 Upon issuance of the invoice, Partner shall render payment of all Fees within Net thirty (30) days of receipt of invoice. All invoices shall be expressed and paid in United States Dollars. Partner shall pay interest on all amounts not paid when due at a rate of one and one-half percent (1.5%) per month or partial month, or the highest rate allowed by law (whichever is less) compounded, during which time any sums were owed and unpaid. If Partner fails to make payments when due, then in addition to its other rights and remedies, HeroDevs will have the right to suspend or terminate this Agreement and to recover its reasonable costs and expenses, including reasonable attorneys’ fees, expended in collection of such payments. For the avoidance of doubt, all Fees shall be considered due and payable upon issuance of the invoice, regardless of any payment(s) from Customers to Partner.

5.2 All fees are exclusive of, and Partner is responsible for paying, any tax, VAT, right, tariff, fee, duty, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on the delivery, possession or use of the Subscription Services, the execution or performance of this Agreement or otherwise, and including without limitation all sales, use, excise, import or export, value-added, governmental permit fees, license fees, registration fees, and custom fees; provided, however, that Partner shall not have any liability for the income of HeroDevs. If, as a result of any such tax or levy, Partner is required to withhold any amount on any payment to HeroDevs, then the amount of the payment will be automatically increased to offset such tax or levy, so that the amount actually remitted to HeroDevs, net of all taxes or levy, equals the amount invoiced. If applicable, Partner shall provide HeroDevs with the proper legal certificate of the withheld taxes, as well as the proof of its payment to the correspondent authorities. Partner will pay all other taxes, rights, tariffs, fees, duties, levies or similar government charges.

6.0 Audit Rights and True-Up Requirement

6.1 HeroDevs is granted the right to audit Partner’s resale of Subscription Services semi-annually to ensure Partner’s compliance with this Agreement and Partner’s accuracy of financial reporting. Audits will be conducted by an independent third-party auditor chosen by HeroDevs, with audit costs borne by HeroDevs unless the audit uncovers a discrepancy exceeding 5% of reported Annual Proceeds in HeroDevs’s favor, in which case Partner will reimburse HeroDevs for the audit expenses.

6.2 If an audit reveals a discrepancy where Partner has issued unpaid Subscription Services to third parties, leading to underpayment to HeroDevs, the Partner is required to compensate for the shortfall via a true-up payment. This payment must be made within thirty (30) days of receiving the audit results.

6.3 Beyond the true-up payment, Partner must immediately address and correct any deficiencies in their sales and payment procedures. HeroDevs will provide necessary guidance to ensure accurate future reporting and adherence to the terms of the Agreement.

7.0 License to Trademarks

7.1 HeroDevs and Partner grant each other a limited, non-exclusive, non-transferable license to use their respective trademarks, trade names, logos, and brand materials (“Marketing Materials”) solely for the purpose of promoting the Subscription Services.

7.2 Each Party shall use the other’s Marketing Materials in accordance with any guidelines provided by the originating Party. Both HeroDevs and Partner acknowledge that all rights, title, and interest in their respective Marketing Materials belong exclusively to the originating Party, and neither shall acquire any ownership rights in the other’s Materials. All goodwill obtained from the use of each other’s Marketing Materials will inure to the benefit of the originating Party.

8.0 Confidentiality

8.1 “Confidential Information” means any and all information disclosed by a Party to the other Party in connection with the activities under this Agreement that is either (i) marked as “confidential” or “proprietary” or (ii) of a nature that should reasonably be understood to be confidential or proprietary.

8.2 Each Party receiving Confidential Information agrees: (a) to use Confidential Information solely in accordance with the provisions of this Agreement; and (b) not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third-party without the other Party’s prior written consent. Each Party will safeguard the Confidential Information it receives using the same measures it uses to protects its own confidential information, but in no event will the receiving Party use less than a reasonable degree of care. Notwithstanding the foregoing, the restrictions on the use and disclosure of Confidential Information in this Section 8) will not apply to information that the receiving Party can demonstrate is: (i) rightfully publicly available through no fault of the receiving Party; (ii) rightfully obtained from third-parties not under confidentiality restrictions; or (iii) independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party.

9.0 Limited Warranty and Disclaimer

9.1 Both HeroDevs and Partner agree that any warranties regarding their respective services, whether express or implied, will run directly from the providing Party to the applicable Customer. HeroDevs will have no liability to Partner for any warranties made to Customers of the Subscription Services, or any Partner services.

9.2 BOTH HERODEVS AND PARTNER MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER TO ANY THIRD PARTY.

10.0 Indemnification and Limitations of Liability

10.1 Partner shall indemnify, defend, and hold HeroDevs harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to their participation in the Program, including but not limited to any breach of this Agreement or any violation of applicable laws or regulations. Partner will not enter into any settlement or acquiesce to any judgment imposing any non-monetary liability on HeroDevs without HeroDevs’ prior written consent.

10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, HERODEVS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTNER OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF HERODEVS IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.3 UNDER NO CIRCUMSTANCES WILL HERODEVS’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO HERODEVS FOR D7 NES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

11.0 Term and Termination

11.1 This Agreement shall commence on the Effective Date and shall continue until terminated under this Section 11 or by mutual agreement of the Parties (“Term”).

11.2 Either Party may terminate this Agreement for convenience by giving the other Party ninety (90) days’ prior written notice.

11.3 A Party may terminate this Agreement by a notice of termination in the event the other Party commits a default under this Agreement, and fails to cure such default within thirty (30) days of a notice of default and demand to cure from the non-defaulting Party. Notwithstanding anything to the contrary, if either Party terminates this Agreement pursuant to this Section 11 due to the other Party’s breach, the terminating Party will not be obligated to perform any aspect of this Agreement after the date of the breach.

11.4 Either Party may terminate this Agreement with immediate effect in the event that the other Party becomes insolvent, ceases to do business, becomes the subject of voluntary or involuntary bankruptcy proceedings, assigns its assets for the benefit of creditors, or otherwise loses its license to continue business.

11.5 Upon termination or expiration of this Agreement:

Partner shall notify Customers of the termination of its relationship within five (5) business days and shall direct Customers to HeroDevs with respect to any assistance with the Subscription Services. Partner agrees to cooperate fully with HeroDevs in ensuring a smooth transition for Customers. HeroDevs shall have the right to directly engage with the Customers to ensure adequate provision of the Subscription Services. The Partner shall provide HeroDevs with all necessary Customer information, and reasonable support during the transition period, subject to compliance with applicable data protection laws. The Partner is required to securely transfer any Customer data in its possession to HeroDevs, where applicable, or to ensure that Customers retain access to their data. The Partner shall comply with all relevant privacy and data protection regulations in the handling and transfer of customer data. Any outstanding financial obligations, including but not limited to final payment of Fees shall be settled within thirty (30) days of the termination notice as per the terms agreed upon in this Agreement.

12.0 Miscellaneous

12.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

12.2 This Agreement may not be modified or amended except in a writing signed by both Parties.

12.3 This Agreement may not be assigned by Partner without the prior written consent of HeroDevs and any assignment in violation of this Section 12.3 is void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns.

12.4 This Agreement shall be governed by and construed in accordance with the laws of Utah, USA. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the courts of Utah. In the event of any such litigation, the prevailing Party shall be entitled to recover its costs and expenses of suit, including reasonable attorneys’ fees.

12.5 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.6 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.