Reseller Program Terms and Conditions

Last updated Feb 28, 2024

These Reseller Program Terms and Conditions ("Terms") govern participation in the Legacy Logix Reseller Program ("Program") offered by Our Legacy Labs, LLC ("Legacy Logix"). As a registered partner in the Reseller Program, (“Partner”) you agree to be bound by these Terms.

1.     RELATIONSHIP BETWEEN PARTIES

1.1     Independent Reseller.   Partner is acting as an independent reseller of Legacy Logix services (“Services”) to existing and future clients, eligible for a discounted rate for each client that subscribes to the Services under a mutually executed Partner Registration Form. The provisions in these Terms do not establish a joint venture, agency, or employment connection between both parties.

1.2   Rights Granted. For the duration of the Program registration, Legacy Logix grants to Partner a non-exclusive, non-transferable, right to: (i) use the Services solely for the purpose of (a) managing the provision of, access to, and use of the Services for one or more End Customers who will be entitled to access and use the Services; (b) demonstrating and marketing the Services to potential End Customers; and (ii) reproduce the documentation made available by Legacy Logix, solely as necessary to exercise the rights granted in the preceding sub-section (i).

1.3   Restrictions. Partner will not, nor permit any third party to: (i) reverse engineer, decompile, or disassemble the Services; (ii) modify the Services or any documentation; (iii) distribute, sell, sublicense or otherwise transfer or provide access to the Services to any third party other than as permitted by these Terms; (iv) remove, amend, obscure, or modify any product markings or proprietary rights notices of Legacy Logix or its licensors; (v) unless explicitly permitted by Legacy Logix, “white label” the Services, or present the Services in any way that obscures the fact that Legacy Logix is the owner and provider of the Services; (vi) share access to or permit any person to access the Services, or Legacy Logix’s application program interface or any other interface permitting management of Services (“API”) other than with Partner’s authorized employees managing the provision of Services to Partner’s End Customers while registered in the Program.

1.4  Intellectual Property. As between Legacy Logix, Partner and End Customers, Legacy Logix and its licensors own all right, title, and interest in the Services, the underlying technology, related documentation, and all intellectual property rights therein. All rights and licenses in and to the Services not expressly granted to Partner under these Terms are reserved by Legacy Logix and its licensors. Partner will use its reasonable efforts to protect Legacy Logix's intellectual property rights and will promptly report to Legacy Logix any infringement or other violation of such rights of which Partner becomes aware.

2.    SECURITY.

2.1 Fiduciary Responsibility.  Each Party acknowledges and agrees to act in a fiduciary capacity towards End Customers with respect to the Services provided in these Terms, and perform their duties with the utmost diligence, care, and loyalty to End Customers.

2.2 Data Security and Confidentiality.  Each Party acknowledges that, in the course of providing the Services, they may have access to confidential and personal information of the End Customer and shall take all reasonable and necessary measures to protect the confidentiality, integrity, and security of this information.

2.3 Access Control. Each Party shall implement access controls to ensure that only authorized personnel have access to End Customers’ data.

2.4 Compliance. Each Party shall comply with all applicable data protection and privacy laws and regulations, including but not limited to GDPR, HIPAA, or other relevant regulations, as they pertain to the End Customers’ data.

2.5 Liability. In the event of a data breach or security incident resulting from either Party’s negligence or failure to meet security obligations outlined in this contract, that Party shall be liable for any damages, losses, or costs incurred by the End Customer.

3..     WARRANTIES

3.1 Mutual Representations and Warranties. Each Party represents and warrants the following: (i) it has the right and power to enter into this relationship and to fulfill its obligations hereunder; (ii) entering into, and performance of its obligations under, this relationship does not violate, and is not inconsistent with, any agreements between such Party and any third parties.

3.2 Partner Warranties. Partner represents and warrants: (a) it will make no representations, warranties, or guarantees concerning Legacy Logix or  the Services other than what is contained in the Service Terms or marketing materials; (b) at its sole expense, it will obtain and maintain all licenses and governmental approvals which may be necessary to permit its activities under this relationship, and (c)it will comply with all applicable laws, regulations, and other legal requirements applicable to the conduct of its business and these Terms. Legacy Logix may, upon written notice to Partner, immediately terminate or suspend performance under this relationship if Legacy Logix reasonably believes Partner has breached the Partner warranties.

3.3 Legacy Logix Warranties Legacy Logix represents and warrants: (a) at its sole expense, it will obtain and maintain all licenses and governmental approvals which may be necessary to permit its activities under this relationship, and (b)it will comply with all applicable laws, regulations, and other legal requirements applicable to the conduct of its business and this relationship. Partner may, upon written notice to Legacy Logix, immediately terminate or suspend performance under this relationship if Partner reasonably believes Legacy Logix has breached these warranties.

3.4 DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. LEGACY LOGIX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. LEGACY LOGIX DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

4.     INDEMNIFICATION

4.1 Indemnification Obligations of Legacy Logix. Legacy Logix will defend, indemnify and hold harmless Partner and its Affiliates, licensors, suppliers, officers, directors, employees and agents from and against any third party claims that are based upon on an allegation that Partner’s provision of the Services as permitted in this relationship misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any Intellectual Property Right (a “Claim”) in the United States of America, and Legacy Logix will pay all damages and costs (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction or paid in settlement for such a Claim. Should any portion of the Services become, or in Legacy Logix’s opinion are likely to become, the subject of a Claim, Legacy Logix may, at Legacy Logix’s option and expense, in addition to its obligation to indemnify Partner pursuant to this Section: (i) procure for Partner the right to continue providing the Services; (ii) replace or modify the Services so that they no longer infringe; or (iii) if options (i) or (ii) are not commercially practicable within Legacy Logix’s reasonable estimation, terminate this relationship upon written notice. Notwithstanding any other provision in the relationship to the contrary, Legacy Logix will have no obligation with respect to any infringement claim based upon: (x) Partner’s provision of the Services other than in accordance with these Terms; (y) any modification to the Services made by Partner (or by any third party for or on behalf of Partner), if a claim would not have occurred but for such modification; or (z) Partner’s provision of the Services in combination with any hardware, software or other materials not expressly authorized by Legacy Logix (each, an “Indemnity Exclusion”). THIS SUBSECTION SETS FORTH LEGACY LOGIX’S SOLE AND EXCLUSIVE OBLIGATIONS, AND PARTNER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

4.2 Indemnification Obligations of Partner. Except to the extent that Legacy Logix is obliged to indemnify Partner in the Obligations outlined above, Partner will defend, indemnify and hold harmless Legacy Logix and its Affiliates, licensors, suppliers, officers, directors, employees and agents from and against any third party claims that may arise that are based upon: (i) Partner’s breach or alleged breach of these Terms; (ii) Partner’s negligent acts or omissions in connection with these Terms; (iii) any infringement claim caused as a result of an Indemnity Exclusion; and (iv) any dispute that arises between Partner and an End Customer regarding the Services (including, without limitation, as a result of any suspension or discontinuation of the Services by Legacy Logix pursuant to these Terms. Partner agrees to defend, indemnify, and hold harmless Legacy Logix for Partner’s negligence or failure to meet security obligations as defined in section 2 Security.

4.3 Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the following: (i) the indemnified Party promptly notifying the indemnifying Party in writing of any threatened or actual claim or suit, provided however that failure to provide such prompt notice will not release the indemnifying Party from its indemnity obligations except to the extent the indemnifying Party is materially prejudiced thereby; (ii) the indemnifying Party will have sole control of the defense or settlement of any claim or suit, provided that, the indemnified Party will have the right to participate, at its own expense and with counsel of its choice in the defense of any claim or suit that has been assumed by the indemnifying Party; (iii) the indemnified Party will reasonably cooperate with the indemnifying Party (at the indemnifying Party’s expense) to facilitate the settlement or defense of any claim or suit; and (iv) the indemnifying Party will not settle any claim or suit, without the indemnified Party’s prior written consent which may not be unreasonably withheld.

5.     LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR FOR ANY LOSS OF REVENUE, DATA, OR PROFITS, AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE WARRANTIES AND REMEDIES PROVIDED HEREUNDER. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER OR NOT THE OTHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR BREACHES OF SECTION 6 (CONFIDENTIALITY), A BREACH OF SECTION 1.3 (RESTRICTIONS) OR A PARTY’S OBLIGATIONS UNDER SECTION 4 (INDEMNIFICATION), EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER TO LEGACY LOGIX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST CLAIM TO ARISE UNDER THESE TERMS, REGARDLESS OF THE NUMBER OF CLAIMS BROUGHT HEREUNDER. FOR CLARITY, ANY FEES PREVIOUSLY PAID OR OWING WILL NOT BE CREDITED AGAINST PARTNER’S MAXIMUM LIABILITY UNDER THIS SECTION 5.

6.     CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party agrees that during term of the relationship, and for a period of three (3) years following the termination or expiration of Partner Program registration (or, in the case of Confidential Information that consists of trade secrets, during the term of the relationship and for a perpetual period thereafter for so long as such information remains a trade secret), each Party will not disclose or use the other Party’s Confidential Information, except to the extent necessary for the performance of these Terms. Each Party will take at least those measures that it takes to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. Each Party will ensure that its employees and independent contractors who have access to Confidential Information of the other Party: (i) have a need-to-know such information for the purposes of performing under these Terms; and (ii) have signed a non-use and non-disclosure agreement, prior to any disclosure of Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser without liability to the extent required to comply with applicable law or a court order, provided the Discloser is given adequate notice to attempt to preclude or limit such disclosure.

6.2 Injunctive Relief. Each Party acknowledges that any breach of its obligations with respect to the Confidential Information of the other Party may cause such other Party irreparable injury for which there may be inadequate remedies at law, and such Party will be entitled to seek equitable relief in addition to all other available remedies.

7. GENERAL

7.1 Force Majeure. Neither Party will be liable for any loss or damage as a result of any failure to perform or any delay due to any cause beyond such Party’s reasonable control (each a, “Force Majeure Event”), provided that the delayed Party uses reasonable efforts under the circumstances, to notify the other Party of the existence of the Force Majeure Event and works to resume performance as soon as possible. A Force Majeure Event shall not limit a Party’s obligation to pay monies owed prior to the Force Majeure Event.

7.2 Notices. All notices or reports will be in writing and will be delivered by personal delivery, email, or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon receipt of electronic transmission.

7.3 Miscellaneous. If any provision of these Terms is deemed illegal or unenforceable by a court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. Unless otherwise stated herein, all remedies are cumulative and not to the exclusion of any other rights and remedies available at law or in equity. These Terms, and any actions or disputes arising therefrom, shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions. The jurisdiction and venue for any action arising out of or relating to these Terms shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts. Notwithstanding the foregoing, either Party may seek equitable relief or enforcement of any judgment in any other court of competent jurisdiction. Any provision of these Terms that explicitly or by its nature contemplates performance or observance subsequent to termination or expiration of the Partner Program registration shall so survive and continue in full force and effect. These Terms, together with all documents incorporated by reference, supersedes all prior discussions and writings and constitutes the entire agreement between the Parties with respect to the subject matter hereof. The terms of any purchase order, written terms or conditions, or other document submitted to Legacy Logix by Partner which contains terms which are different from, in conflict with, or in addition to these Terms are hereby rejected by Legacy Logix and will be void and of no effect. Subject to the foregoing, these Terms and conditions will bind and inure to the benefit of the Parties’ successors and permitted assigns. No waiver or modification of these Terms and conditions will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party and no failure or delay in enforcing any right will be deemed a waiver.

END OF TERMS