Value-Added Reseller Agreement

Non-binding summary: The agreement is between a Reseller and Ideanote. The Reseller is either an individual or company that is authorized to resell Ideanote's services to end customers. This agreement is distinct from the standard terms of service and is activated upon written approval from Ideanote. It is set to automatically renew annually, unless terminated by either party with a 30-day notice. Ideanote determines the subscription prices. Resellers have the flexibility to operate under three models: retail, wholesale, and referral. In the retail model, Resellers earn an administration fee, determined by their Reseller tier. The wholesale model allows Resellers to get a tier-based discount and can repackage the offer under other prices. The referral model enables Resellers to direct potential clients to Ideanote's demo booking page and earn a referral fee for each qualified lead. In the retail and wholesale models, Resellers are mandated to provide First-Line Support.

This Ideanote Value-Added Reseller Agreement (the “Reseller Agreement”) is between the applicable Reseller (“You” or “Reseller”), and Ideanote ApS, with offices at Søengen 1, DK-2840, Holte, Denmark, registered at the Danish business authority with VAT ID 36896183  - in short referred to as “Ideanote”, “Us”, or “We”. 

Together You and Ideanote make out the “Parties” of these ToS (individually the “Party”). 

This Reseller Agreement is a separate agreement from the Terms of Service (“ToS”). Capitalized expressions not defined in the Reseller Agreement have the meaning set out in the ToS.

If You are agreeing to this Reseller Agreement not as an individual but on behalf of your company, then “Reseller” or “You” means your company, and You are binding your company to this Reseller Agreement.

“End-Customer” means the individual or entity that is interested in an Ideanote Subscription and that, depending on the model, is paying for it directly or indirectly through the Reseller. Each End-Customer is connected to one Reseller.

1. Effective Date

We will assess each potential Reseller to determine whether they will be accepted to the Reseller Agreement at Our own discretion.

Any rights granted to You hereunder are subject to You first obtaining written approval (via email) by Ideanote as a Reseller under this Reseller Agreement. The Agreement is effective from the date at which You receive such written approval from Ideanote “Effective Date”.

The initial term of this Agreement will commence as of the Effective Date hereof and continues for a period of one (1) year. The initial term hereof will automatically renew for a successive one (1) year term unless one party notifies the other in writing no less than thirty (30) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein.

2. List Price

Current List Prices can be seen on Our pricing page at https://ideanote.io/pricing. List Prices may include discounts for certain groups like Non-Profits, Educational Institutions or similar - if an End-Customer makes use of these discounts the List Price equals the price after such a discount. Amounts due under this Agreement are denominated in United States Dollars, unless Ideanote designates another currency. Payment and subscription terms follow the Ideanote Customer Agreement. 

3. Reseller Models

As a Reseller You may continuously choose to make use of both the Retail Model and the Wholesale Model. In both cases, Resellers are expected to provide First-Line Support.

3.1. Retail Model

The Retail Model applies for all End-Customers connected to a Reseller that Ideanote invoices directly.

3.1.1. Administration Fee

The Reseller will receive an administration fee based on their Reseller Tier. The administration fee will only be payable to the Reseller if the subscriptions have been paid by the End-Customers when the balance is being settled.

3.1.2. Settlement of Balance

At the beginning of each quarter, Ideanote will settle the Reseller’s balance in regard to the End-Customers connected to the Reseller under the Retail Model. A summary of the balance will shared with the Reseller.

If the Reseller’s account shows a balance of less than €500, the transfer of the balance will be postponed until the Reseller’s account shows a balance of €500 or more. The transfer will not, however, be postponed for more than one year. If Ideanote or the Reseller terminates the Agreement, the Reseller’s amounts will be settled immediately after the termination of the Agreement.

Amounts are settled with bank transfers via credit notes issued by Ideanote. VAT taxes are added on top of the amount, when applicable. Any fees in relation to the bank transfer from Ideanote’s bank account to the Reseller’s bank account will be at the Reseller’s own expense.

3.1.3. Contact with Customer

For those new Customer subscriptions the Reseller wishes to establish under the retail model the Reseller is required to use the Reseller Contact Referral Form (“Reseller Form”) at ideanote.io/partner/referral-form to send a contact email that enables the End-Customer to sign up for Ideanote and create their Workspace. The subscription email contains the Reseller’s name and contact information.

The Reseller is required to ensure that each End-Customer has given its prior consent to receiving the subscription email before sending the email to the End-Customer.

When the Customer has subscribed to Ideanote, the Reseller will be notified by email. The Reseller will be responsible for continuous service and support to its Customers.

3.1.4. Example

An example for clarity: A Reseller is based in Brazil. One of their clients is interested in Idea Management Software. The Reseller fills out the Reseller Form with the details of their client. The client creates a Workspace in their own name or for an entity they represent and becomes End-Customer. Reseller helps the End-Customer with onboarding and End-Customer converts to a paid Ideanote Subscription at a List Price of $1000/mo. Reseller invoices the End-Customer separately for professional services provided to them by the Reseller. 

After three months, at the end of the Quarter, Ideanote settles the Balance based on the Tier of the Reseller. With a Bronze Tier Reseller this would be equal to 3 invoices with 30% Administration Fees, equaling $900.

3.2. Wholesale Model

The wholesale model applies for End-Customers connected  that the Reseller invoices directly and where Ideanote invoices the Reseller.

3.2.1. Wholesale Discount

For those End-Customers that the Reseller invoices directly, the Reseller will receive a discount based on their Reseller Tier.

You can independently set and package Your own pricing for each End-Customer to make up for their efforts in First-Line Support. You do not need to involve Ideanote in this price setting but You can not set prices lower than the list price of Ideanote.

3.2.2. Settlement of Balance

Once a month Ideanote will invoice the Reseller for all the Reseller’s own subscriptions and End-Customer subscriptions created and invoiced directly to the Reseller. Subscriptions will be invoiced in as any other Ideanote subscription in accordance with the Customer Terms and applicable prices for Ideanote  less a total discount of based on the Reseller Tier.

Invoices are paid via Credit Card or via Manual Invoice.

Credit Card: A Reseller Order can be initiated and paid as a monthly or annual Subscription via Credit Card in the Workspace billing settings, with an active Discount Rate.

Manual Invoice: A Reseller can reach out to Us and request a manual invoice. A manual invoice can be paid via Bank Transfer and can only be requested for amounts exceeding $4.000 USD.

Under the wholesale model, the Reseller is fully and solely liable for the End-Customers’ payment and must pay Ideanote’s invoices in full regardless of whether the Reseller has received payment from its End-Customers. The Reseller’s payment obligation comes into force when the End-Customer uses Cookiebot for the first time.

Any fees in relation to the bank transfer from the Reseller’s bank account to Ideanote’s Danish bank account will be at the Reseller’s own expense.

3.2.3. Contact with Customer

For those new Customer subscriptions the Reseller wishes to establish under the wholesale model the Reseller is required to create and pay for its own Ideanote subscription.

Reseller will maintain complete, clear and accurate records of its transactions under this Reseller Agreement, including evidence of each End-Customer’s entry into the ToS.

3.2.4. Limited Right to Resell

Ideanote grants to the Reseller the non-exclusive license to access and use Ideanote for purposes of facilitating and marketing the sale and selling Ideanote Subscriptions to End-Customers.

The Reseller is authorized to grant individual sublicenses to End-Customers of Ideanote, and both the Reseller and the End-Customers must at all times access and make use of Ideanote in conformity with the ToS which must be specifically agreed to when accessing Ideanote.

Reseller’s rights under this Agreement are non-transferable and non-sublicensable. You may not resell Offerings to End-Customers or third parties for further resale, redistribution or transfer.

3.2.5. Example

An example for clarity: A Reseller is based in Brazil. They create a Workspace for an End-Customer and add their Wholesale Discount code to the Workspace. They then use the billing interface to order a Subscription at an example List Price of $1.000 USD minus a 30% Wholesale Discount of $300 plus any applicable VAT (in this case, 0%). 

Ideanote then sends the Reseller an invoice, in this case $700 that is paid via Credit Card. To recoup these costs the Reseller invoices the End-Customer at the Resale Price that they have determined directly or as part of a bundled service for example $1.200. The End-Customer is then given access to the Workspace with an active Subscription by the Reseller and starts using the Service. The Reseller can choose to retain Workspace Owner access if permitted by the End-Customer, thereby staying in control of the billing settings of the Workspace.

3.3. Referral Model

The Referral Model is designed for Resellers who aim to direct potential leads to Ideanote without the need for offering any value-added services. This model can operate concurrently with the Retail and Wholesale models, offering Resellers versatility in their approach.

3.3.1. Referral Process

Under the Referral Model, Resellers are required to direct potential clients to Ideanote's demo booking page via the specific URL: https://start.ideanote.io/book?ref=example@partner.com. The URL should be customized to include the Reseller's email in place of "example@partner.com". It is recommended that Resellers embed this URL within a dialog popover on their website to streamline the referral process and enhance user experience.

3.3.2. Referral Fee and Qualification of Referrals

For each successful referral, Resellers will earn a referral fee. A referral is deemed qualified if the lead is from a business with a workforce exceeding 100 employees and the lead attends the scheduled demo. Each qualified lead results in a referral fee of $150 USD to the Reseller. It's crucial to note that the qualification of referrals is limited to once per business, ensuring genuine and unique leads.

3.3.3. Settlement of Accounts

On a quarterly basis, Ideanote will calculate the accumulated referral fees for all qualified leads during that period. A summary of the balance will be shared with the Reseller.

If the Reseller’s account shows a balance of less than €500, the transfer of the balance will be postponed until the Reseller’s account shows a balance of €500 or more. The transfer will not, however, be postponed for more than one year. If Ideanote or the Reseller terminates the Agreement, the Reseller’s amounts will be settled immediately after the termination of the Agreement.

Amounts are settled with bank transfers via credit notes issued by Ideanote. VAT taxes are added on top of the amount, when applicable. Any fees in relation to the bank transfer from Ideanote’s bank account to the Reseller’s bank account will be at the Reseller’s own expense.

3.3.4. Discretion and Adjustments

The Referral Model operates with a focus on continuous feedback and assessment based on lead quality. Ideanote will provide Resellers with periodic insights on the number of bookings received through their referrals. Moreover, a detailed breakdown will be shared, highlighting how many of these bookings were deemed qualified. This ensures transparency and helps Resellers refine their strategies.

While Resellers can utilize the Referral Model in tandem with other models, Ideanote maintains the right to evaluate the effectiveness of referrals continually. If the quality of leads does not meet the set expectations, Ideanote may choose to pause the Referral Model for a specific Reseller. Prompt communication will be ensured in such scenarios, facilitating alignment and potential strategy adjustments.

4. Reseller Tiers

Ideanote Resellers earn tiers based on the level of success achieved by their clients using the Ideanote platform. The two thresholds for Reseller tiers are: Lifetime Revenue and Managed MRR Credit. 

“Managed MRR” credit is determined as the normalized monthly recurring revenue value of the List Prices of the active subscriptions of connected End-Customers at any given time. It can fluctuate, given that subscriptions can start and run out.

“Lifetime Revenue” is a measure of the sum of the value of all invoices to the Reseller by Ideanote plus the value of all invoices to Reseller connected End-Customers by Ideanote. It will only grow and can not diminish.

For a Partner to qualify for a particular Tier and the Discount Rate or Administration fee to apply to an upcoming invoice, both the Lifetime Revenue and Managed MRR goals need to be fulfilled at the time of the invoice (not including the invoice itself). 

To help keep fluctuations easier to manage for both parties, once a higher Tier has been reached, the Reseller will remain in that Tier for 3 months even if Managed MRR might dip below the required threshold during that period.

Tier Lifetime Revenue Managed MRR Discount Rate Administration Fee
Bronze $0 $10,000 30% 30%
Silver $100,000 $20,000 35% 30%
Gold $200,000 $30,000 40% 30%
Platinum $300,000 $40,000 45% 30%
Diamond $400,000 $50,000 50% 30%

5. Reseller Provisions

5.1. Rebranding

For clarity, Reseller will not act as provider of the Service and has no right to rebrand, reframe, operate or control the Subscriptions. 

5.2. Non-Exclusivity

The rights granted to Reseller hereunder are non-exclusive and nothing under this Reseller Agreement will be deemed to prohibit Ideanote from entering into any Reseller, affiliate, referral, end-user license, services or other agreement with any party anywhere in the world.

5.3. Publicity

During the term of this Reseller Agreement, You are permitted to identify yourself as an “Ideanote Reseller”  and “Ideanote Reseller” based on Our approval and solely in connection with your resale of Subscriptions. 

You may use the Ideanote trademark, logo and name for the aforementioned purpose. All use of Ideanote trademark, logo and name must solely be for the benefit of Ideanote. Paid advertising by the Reseller using the Ideanote trademark, logo or name is not permitted.

Ideanote may use Your logo, name, company profile and contact information to list You as a “Reseller” and “Reseller” on the Ideanote Reseller listing at https://ideanote.io/Resellers and its subpages and to make a routine public announcement of the execution of this Agreement. Ideanote might highlight individual Resellers as “Featured” from time to time at its sole discretion. Ideanote might offer prospects the opportunity to fill out a contact form to get in touch with a specific Reseller.

5.4. Enforcement of ToS

All use of the Services by End-Customer is subject to the ToS and You may not purport to impose any other terms pertaining to their use of the Service. For clarity, Reseller has no authority to (and may not) alter, remove or negotiate the terms of the ToS.

You are responsible for informing the End-Customer of functionality, and usage limits or other limitations for the Service and Subscriptions.

You agree to immediately notify us of any known or suspected breach of the ToS or other unauthorized use of the Service and to assist us in the enforcement of the terms of the ToS.

If Reseller purchases any Subscription for their own use they will be governed by the Customer Agreement between Reseller and Ideanote and not this Agreement.

5.5. General Restrictions

As a Reseller You warrant that You will comply with the following general restrictions.

  • Don't manipulate or modify your Affiliate Link.
  • Only genuine End-Customer transactions through your Affiliate Link qualify; no "self-referrals."
  • No harmful or fraudulent actions toward the Company or Program are allowed.
  • Your website should not mimic the look and feel of our Site.
  • Avoid misleading pop-ups, masked URLs, or cookie stuffing on your website.
  • Don't send your Link or Program-related messages via SMS.
  • No URL "cloaking" to misrepresent click origin.
  • You must have the legal rights to use any third-party materials on your website.
  • No unsolicited bulk emails or spam.
  • Ad content must not violate our content guidelines, including no adult, harmful, or discriminatory content.
  • No unauthorized promotions like discounts or coupons.
  • No sub-affiliate networks unless explicitly approved.
  • Do not bid on Terms using the Ideanote or Ideamap brand name for PPC campaigns
  • Restricted Terms must not appear in sequence with other keywords, ad titles, or display URLs.
  • No direct linking to our Site from PPC ads.
  • Your marketing material must not violate intellectual property or privacy rights, contain harmful, explicit, or threatening content or contain software that interferes with other websites or diverts affiliate payments.
  • No posting your Links on third-party platforms or using our names, logos in social media groups or usernames.
  • You may promote on your own social media channels.
  • Comply with data privacy laws.
  • No data scraping or unauthorized data collection.
  • Ensure clear End-Customer consent for promotional contacts.
  • Notify us immediately if any privacy-related incidents occur.

5.6. Refunds

Ideanote Subscriptions are non-refundable. You can not terminate an Order or receive any refunds due to non-payment by an End-Customer.

5.7. Taxes

Payments made by You under this Reseller Agreement include VAT taxes but exclude any other taxes or duties payable in respect of the Service in the jurisdiction where the payment is either made or received. 

To the extent that any such additional taxes or duties (e.g. Withholding Tax) are payable by Ideanote, You must pay to Ideanote the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement and help facilitate the payment.

6.  Ideanote’s Obligations

6.1. Technical Support

If the Reseller experiences that Ideanote Service is not in conformity with all of the requirements in this Agreement, the Reseller must notify Ideanote without delay. Ideanote will use commercially reasonable efforts to answer questions and correct reported errors that can be reproduced by Ideanote (or to provide suitable temporary solutions or workarounds for errors) during the initial response.

If the Reseller states that the reported error is substantial and material for the use of Ideanote Service or that the reported error causes Ideanote Service to be inoperable, Ideanote will use its best efforts to correct the error within a commercially reasonable time after Ideanote’s initial response.

The technical support services provided herein will be provided without charge unless otherwise stated. Ideanote bears responsibility for providing Second-Line Technical Support to the End-Customer and First-Line Support to the Reseller.

6.2. Updates

Ideanote will provide information about all significant updates of Ideanote Service’s functionality at updates.ideanote.io

6.3. Security

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, We will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk (as specified in Article 32 of the EU General Data Protection Regulation) in order to protect the Reseller’s End-Customers’ data from unauthorized access by physical and electronic intrusion. Unless Ideanote fails to perform the aforementioned obligations, the parties agree that Ideanote must not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses or flaws unknown to Ideanote at the time. 

Ideanote will promptly report to the Reseller any unauthorized access to End-Customer data upon discovery by Ideanote, and Ideanote will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such End-Customer data is required, the Reseller bears the sole responsibility for passing on any and all such information at its own expense.

6.4. Reporting

Ideanote will provide insights to the Reseller in regards to their earning performance and any outstanding amounts.

7. Reseller Obligations

7.1 Value-Added Services and First-Line Support 

Value-added Resellers are Resellers that provide the End-Customer with value beyond order fulfillment. This can include IT services or professional services like consulting, design, implementation, and training services that help them maximize the value of Ideanote. At the very least it includes First-Line Support.

If End-Customers are not provided with such value-added services by the Reseller and instead expect Ideanote to carry out support and implementation beyond technical support, they will be considered “disconnected” from that time forward.

Once an End-Customer is “disconnected” and the Partner is not able or willing to remedy the situation within 60 days, the Discount Rate and Administration Fee any new invoices related to those End-Customers will be equal to 0% going forward.

An example for clarity: Ideanote would consider an End-Customer disconnected if that End-Customer reaches out to Ideanote to book an online meeting about their innovation goals and, when referred back to the Reseller, replies with something in the line of “we no longer work together”.

Ideanote would not consider an End-Customer disconnected if that End-Customer reaches out to Ideanote to inquire about a technical aspect of Ideanote, like SSO, but is fine with being redirected to the Reseller for further questions.

7.2. Observance of Laws

When advertising Ideanote Service, the Reseller is obligated to observe all relevant requirements in national law. The Reseller must expressly inform all End-Customers that they bear the sole responsibility for being compliant with European Union and national legislation, including but not limited to legislation concerning information and consent requirements in regard to cookies. If the Reseller becomes aware of developments in this regard, including but not limited to changes in national law, the Reseller must inform Ideanote of these developments without undue delay. All actions in this regard are at the Reseller’s own cost.

The Reseller warrants that it will comply with all applicable laws, regulations, and rules relating to anti-bribery and anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act and the Danish Criminal Code. The Reseller agrees not to, directly or indirectly, offer, promise, give, or pay any bribes, kickbacks or other types of illicit payments to any person or entity, including any government officials or employees, or engage in any other practice that may be considered bribery or corruption, in relation to this Agreement or the Reselling of Ideanote's services. 

Should the Reseller become aware of or suspect any breach of this provision, it should promptly notify Ideanote. Any breach of this provision constitutes a material breach of this Agreement and may result in immediate termination without liability to Ideanote.

7.3. Branding Requirements

Ideanote Service will be branded with trade names, service marks, trademarks, logos and indicia of origin and other distinctive branding features (“ Ideanote Branding Features ”). All non-exclusive distribution rights and licenses granted herein for Ideanote Service are subject to the following branding requirements. All use of Ideanote Branding Features must solely be for the benefit of Ideanote. The Reseller may not (i) apply for registration of the Ideanote Branding Features (or any marks or features confusingly similar thereto) anywhere in the world, (ii) alter, modify or change the Ideanote Branding Features in any manner, or (iii) use any of the Ideanote Branding Features except as expressly authorized herein or by prior written approval from Ideanote.

7.4. Records and Audit

You must keep record of information including, without limitation, the identity of the End-Customer, the End-Customer’s business and email addresses, and the specific Subscription to be resold in your order (“Reseller Order”). 

Upon 10 days’ advance written notice, Reseller will permit Ideanote to request these records. Reseller will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.

7.5. Business Practices

You agree not to represent yourself as an agent or employee of Ideanote and agree that We will have primary control over any End-Customer communication regarding the Software once You submit an Order. You will not make any representations regarding Ideanote, on Ideanote’s behalf, or about any Software.

You agree not to engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Ideanote or its products and agree to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction

You acknowledge and agree that the Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by the US or EU regulatory bodies as to embargoed nations which include Iran, North Korea, Cuba, Syria and Sudan. 

Ideanote is making the Service available to You for Resale on the grounds that You certify that You and the End-Customer are not such a person or entity and that the resale is not otherwise in violation of US or EU export control and sanctions regulations.

8.  Minimum Technical Requirements for Ideanote Service

8.1. Scalability and System Requirements

Ideanote may, at any time during the term of the Agreement, set out and amend such minimum system requirements and/or recommendations that will provide the End-Customer with the optimal functionality of Ideanote Service.

8.2. Protection of End-Customer Data

Ideanote Service must be operated in an environment that protects the security and privacy of End-Customer data.

8.3. Internet Data Centers

Ideanote Service will be provided through Internet Data Centers that are configured consistently with reasonable and appropriate safeguards for fireproofing, power and backup generation, structural integrity, seismic resistance and resistance to other natural and man-made disruptions. Ideanote may outsource its Internet Data Center operations to third parties.

8.4. Ideanote Operations

Ideanote must undertake commercially reasonable efforts to operate and maintain its web servers that provide sufficient access to Ideanote Service twenty-four (24) hours per day, seven (7) days per week, except when routine or emergency maintenance is required. Ideanote must monitor such servers and undertake commercially reasonable efforts to promptly restore all failures of service at Ideanote’s own expense.

9.  Representations and Warranties

9.1. Ideanote’s Representations and Warranties

Ideanote represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) all intellectual property rights in the Ideanote Service are either owned by Ideanote or are properly licensed from third parties granting Ideanote the right to use same as contemplated hereunder.

9.2. Reseller’s Representations and Warranties

Reseller represents and warrants that (i) it has full legal right, power and authority to enter into and perform this Agreement; (ii) Reseller shall not, and any data input by Reseller and Reseller’s use of the Ideanote Service does not, infringe or misappropriate any proprietary right of Ideanote or a third party; (iii) regarding the collection and use of End-Customer data, Reseller will not violate any rights of any person or entity; (iv) any and all sublicenses granted by the Reseller in connection with Ideanote Service must be in compliance with the Ideanote ToS.

Reseller shall defend, indemnify and hold harmless Ideanote, its affiliates, successors, assigns, officers and employees from and against any and all claims, costs, damages, losses, liabilities, actions, recoveries, judgments and expenses (including actual attorneys’ fees and expenses regardless of whether litigation was commenced) (a “ Claim “) arising out of or in connection with a breach/untruth of the representations and warranties set out in this Section 9.2. With respect to such Claim: (i) Ideanote will notify the Reseller in writing of the Claim promptly upon becoming aware of such Claim; (ii) the Reseller will have control of the settlement or defense of any action to which the Claim relates; and (iii) Ideanote will reasonably cooperate with the Reseller to facilitate such defense or settlement.

10. Term of Agreement

10.1. Automatic Termination and Inactive Accounts

This Agreement will terminate immediately without notice in the case of the Reseller’s insolvency, bankruptcy or similar proceedings by or against the Reseller, any attempted assignment by the Reseller for the benefit of creditors or any appointment or application for such appointment of a receiver for Reseller unless the Reseller promptly informs Ideanote of the contrary in writing in which case the Agreement may be terminated at Ideanote’s election.

If Reseller does not have any active End-Customer subscriptions for 120 days or more, Ideanote may elect to terminate and/or deactivate Reseller’s Reseller account (along with access to any Reseller portals and/or support tools and deletion of associated data) immediately without notice or liability for such deactivation.

10.2. Termination

We may terminate this Reseller Agreement if You materially breach any provision in this Reseller Agreement and fail to cure such breach within ten (10) days of written notice of such breach.

In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Ideanote may also terminate this Reseller Agreement immediately upon notice to You if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Ideanote or otherwise harm Ideanote or its End-Customers.

10.3. Effect of Expiration or Termination

You expressly agree that Ideanote will have no obligation or liability to You resulting from termination or expiration of this Reseller Agreement in accordance with its terms. 

Upon the expiration or termination of this Agreement, the Reseller must immediately cease to sell Ideanote Service and cease to identify as an “Ideanote Reseller” or “Ideanote Reseller”. The expiration or termination of this Agreement will not terminate the rights of existing End-Customers and Ideanote will assume responsibility for delivery of Ideanote Service to such End-Customers under the ToS. The Reseller has no right to claim compensation for lost goodwill, lost business opportunities or similar compensation as a consequence of the termination, regardless of the reason for termination.

11. Copyright and Ownership

Ideanote, its look and feel and its logos are owned by Ideanote ApS and We reserve all rights. All other trademarks appearing on Our Service are the property of their respective owners.

You acknowledge that Ideanote and its licensors retain all intellectual property rights and title, in and to, all of Our confidential Information and/or other proprietary information. This includes but is not limited to: products, services, concepts, techniques, inventions, processes, software or writing part of the Services provided by Ideanote. 

You understand that although We might use terms like “sell”, “own”, and “unlimited” - ownership of Our Service and technology remains with Us. No rights for Ideanote technology and intellectual property are transferred. You understand that the Service is hosted online and You have no rights to access, copy and/or host the source code of Our technology. You are responsible for obtaining and maintaining, monetarily or otherwise, all telephone, computer hardware, software, internet service plans and other equipment needed for access to and use of Ideanote and all charges related thereto.

12. Non-Disclosure

The parties anticipate that each party may disclose confidential information to the other. Accordingly, in this Section, the parties desire to establish the terms governing the use and protection of certain information one party (“ Owner “) may disclose to the other party (“ Recipient “). For purposes hereof, “ Confidential Information ” means the terms and conditions in this Agreement and business and technical information regarding the Ideanote Service. The Recipient may use Confidential Information of the Owner only for the purposes of this Agreement and must protect such Confidential Information from disclosure to others using at least a reasonable degree of care. The Recipient may only disclose the Confidential Information if reasonably required to perform the Recipient’s obligations under this Agreement and remains responsible for the confidentiality of such information. The restrictions of use and disclosure of the Confidential Information do not apply to information that (i) is in the possession or control of the Recipient at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is received by the Recipient from a third party who is free to disclose the Confidential Information without any obligation towards the Owner; or (iv) is independently developed by the Recipient without reference to the Confidential Information. Upon termination of this Agreement, the Recipient will destroy the Owner's confidential information. This section shall apply for the term of the Agreement and for two years following its termination or expiry.

13. Warranty Disclaimers

To the extent allowed by law, Ideanote on behalf of itself and its suppliers hereby disclaims all warranties, both express and implied, including the implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, system integration and data accuracy.

Neither party warrants or guarantees that the operation of Ideanote service or the performance of their respective online functions and web services will be uninterrupted or error-free. Neither party guarantees that data submitted or held in storage on or through its systems associated with the internet will be secure from unauthorized access.

Each party acknowledges that it has not relied on any representation that is not expressly set out herein.

14. Limitation of Liability

Except for obligations regarding indemnification and confidential information expressly provided herein, neither Party will in any event be liable to the other, under any theory, including contract and tort (including negligence and strict product liability) for any indirect, special, incidental or consequential damages, even if the Party causing such damages has been advised of the possibility of such damages.

In conjunction with the disclaimer of warranty as explained above, Reseller expressly understands and agrees that any claim against Ideanote will be limited to the amount equal to their Managed MRR.

15. Indemnity

You are fully responsible for all liabilities and expenses of any type whatsoever that may arise on account of your resale of the Service.

You will indemnify, hold harmless and (at Ideanote’s option) defend Ideanote from and against any claims, demands, suits, proceedings, investigations, actions, losses, costs, expenses, settlement amounts, fines, penalties, damages and any and all other liabilities, including without limitation reasonable attorneys’ fees, arising from or relating to: (a) any breach or alleged by You of any term of this Reseller Agreement, (b) the issuance by You of any warranty or representation regarding Ideanote or its products or services not specified in the ToS, or (c) any of your other acts or omissions in connection with the marketing or resale of the Software under this Reseller Agreement.

16. Relationship of the Parties

This Reseller Agreement does not create a franchise, joint venture, agency, and fiduciary or employment relationship amongst You and Ideanote.

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. 

17. Survival of Terms

You agree that the provisions of these ToS that (by their nature) should survive termination will indeed survive any termination of these ToS. Any termination by either of the parties or the expiry of the term of these ToS shall only have effect for the future, and shall have no retroactive effects.

18. Severability

Should any provision in this Reseller Agreement be held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by the applicable law. The remaining provisions of this Reseller Agreement shall remain in full effect.

Without foregoing the above general statement, We want to make clear that some consumer protection laws or other legislation in Your jurisdiction may not allow certain limitations of liability, warranty restrictions and/or billing policies in this Reseller Agreement. In the case that any limitation of liability, warranty restriction and/or billing policy is specifically prohibited by applicable law, such limitation of liability, warranty restriction and/or billing policy may not apply to You. In that case We kindly ask You to inform Us in advance, if You want to make use of a certain government regulation or provision that You see in conflict with this Reseller Agreement.

19. Assignment

Neither Party may without written approval of the other assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party except that a Party may assign its rights or obligations to a third party in connection with the merger, reorganization or acquisition of stock or assets affecting all or substantially all of the properties or assets of the assigning Party.

20. Governing Law

The Reseller Agreement shall be governed by the substantive laws of Denmark without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive jurisdiction of Denmark, for the purpose of resolving any dispute relating to this Reseller Agreement.

21. Dispute Resolution

We would not like to end up in a legal argument with You. If You are considering filing a dispute or claim We encourage You to try to settle Your claim with Us on an informal basis for 21 days before doing so through formal channels. To do so, please contact us by sending a mail to legal@ideanote.io with the subject line “Dispute Notice”. Together We will try to settle on a solution within 21 days of Your email - if We fail to come to an agreement, You or Ideanote are free to start a formal proceeding.

Any dispute arising out of, or in connection with, the Reseller Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

You can only resolve disputes and arbitration with Ideanote on an individual basis, not in a collective, consolidated or class action lawsuit. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.

22. Changes to Agreement

From time to time, We may modify this Reseller Agreement. The version of this Reseller Agreement and End-Customer Agreement in place at the time You submit each Order is the  version that will govern such order. We will use reasonable efforts to notify You of these changes through communications through our website or other forms of communication, but We also suggest that You bookmark this Reseller Agreement and read them periodically

23. No Waiver

If Ideanote does not explicitly exercise a particular right under this Reseller Agreement, that does not waive them.

24. Force Majeure

Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, Events of Force Majeure, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services). The performance of this Reseller Agreement shall then be suspended for as long as any such event will prevent the affected party from performing its required obligations under this Reseller Agreement.

25. Entire Agreement

This Reseller Agreement constitutes the entire understanding of the parties with respect to the subject matter and replaces all prior communications, understandings and agreements on the subject matter.

This Agreement may be modified only by a written agreement. Any waiver of any provision of this Agreement must be in writing and will not be deemed a waiver of any other provision. The failure of either party to enforce at any time any of the provisions of this Agreement will not be a waiver of such provision or any other provision nor of the right of such party thereafter to enforce any provision in this Agreement. 

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