Riva International, Inc. (“Vendor”), is a legal corporation with offices at: #103, 10301-109 Street, Edmonton, Alberta, Canada T5J 1N4.
Companies interested in being a Riva International, Inc. Reseller or Partner (“Company”) understand that; by filling out a form to become a Riva Reseller or Partner, by using the www.rivacrmintegration.com web site for purposes of reviewing the software and services provided on this site, or by contacting Company by email with the intention of providing these services to a customer; they agree to the terms and conditions contained in this Riva International, Inc. Partner Agreement (“Agreement”). Vendor and Company, also referred to as the (“parties”) agree to the following:
Company shall act as an Authorized Partner or Reseller for with non-exclusive distribution for Products as described in Exhibit A and other products as determined and approved by Vendor.
1. Company agrees to actively, professionally and diligently promote Riva to their customers and prospect customers in the area which Company conducts business.
2. Company agrees to promote in their ecosystem Vendor’s brand names, trademarks and Products during the Term hereof. Company agrees to notify Vendor of any leads of interest granted for any of Vendor’s products. This will be done in order to register the client as an opportunity for Company, achieve an appropriate level of awareness and activity and to achieve any agreed-to sales targets.
III. ASSISTANCE BY VENDOR
Vendor agrees to furnish Company with reasonable access to Riva manuals, web-based training, advertising literature and other sales aids that may be made available by Vendor. Vendor further agrees to provide Company with reasonable support and technical assistance upon terms and conditions to be agreed upon from time to time.
IV. INTELLECTUAL PROPERTY RIGHTS
Company shall not use Vendor’s trade names and/or trademarks without the prior, express written consent of Vendor. Under no circumstances shall Company, at any time, use Vendor’s trade names, trademarks or other proprietary information as part of Company corporate or trade name. Upon termination of this Agreement, howsoever that termination is reached; Company shall, within 10 days of notice from Vendor, remove all references to Vendor from its letterheads, web sites, advertising literature and places of business, and shall not thereafter use any similar or deceptive name or trademark intending to give the impression that there is any relationship between the parties.
V. CUSTOMER SERVICING
Given the digital nature of Products, Vendor shall provide Company with a unique licence file, based on the customer’s production implementation, to unlock Products upon receipt of payment for orders it receives.
VI. ORDERS/ACCEPTANCE/PRICE AND TERMS
1. All orders from Company are subject to approval and final acceptance by Vendor. Price lists shall be as set forth in Exhibit D or as available on Vendor’s web site (as revised from time to time by Vendor at its sole discretion). For non-standard Products which are sold to Company for resale, the price shall be as quoted to Company at time of inquiry, provided that the inquiry is within thirty (30) calendar days of order entry.
2. Payment to Vendor by Company shall be in Euros or in United States dollars for all other regions. Payment shall be made by direct bank deposit or wire transfer prior to the delivery of Product licences. Charges related to electronic payment of direct bank deposits are the responsibility of Company.
VII. WARRANTY AND FORCE MAJEURE
1. Vendor warrants that all Products delivered hereunder shall be of Vendor’s standard quality. MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED: THERE ARE NO IMPLIED WARRANTIES INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. Vendor shall not be liable for damages resulting from delays in delivery or inability to deliver due to communication delays or those resulting from acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, plant shutdown or equipment failure, voluntary or involuntary compliances with any law, order, rule or regulation of governmental agency or authority; or inability to obtain material (including power and fuel), equipment or transportation, or arising from any other contingency, circumstances or event beyond the control of Vendor.
VIII. LIMITATION OF LIABILITY
No claims of any kind, whether as to materials delivered or for non-delivery of materials from Vendor, and whether arising in tort or contract, shall be greater in amount than the purchase price of the products in respect of which such damages are claimed; and the failure to give notice of the claim to Vendor where the order was placed within sixty (60) calendar days from the date fixed for delivery shall constitute a waiver by Company of all claims in respect of such Products. In no event shall Vendor be liable for special, indirect or consequential damages. Any claim with respect to defective Products or breach of warranty must be promptly made and shall apply to Products properly installed, configured and maintained.
In no event shall either of the parties be liable to the other for special, indirect or consequential damages. Any claim with respect to defective Products or breach of warranty must be promptly made and shall apply to Products properly used, stored, applied and maintained.
IX. RELATIONSHIP BETWEEN VENDOR AND COMPANY
Company is not an agent, employee or legal representative of Vendor, but an independent contractor. Company does not have any authority to assume or create any obligation or responsibility on behalf of Vendor or bind Vendor in any manner whatsoever. The relationship between Vendor and Company is that of vendor and vendee. Company further agrees to defend, indemnify and hold Vendor harmless from and against any and all claims of third parties that would not have arisen but for an act or omission by Distribution that is contrary to the above-acknowledged relationship or any other term hereof.
1. This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of Vendor and by an authorized representative of Company and shall remain in effect for 1 year thereafter unless previously terminated by either party for any other reason upon not less than thirty (30) calendar days prior written notice to the other party.
2. Without limitation, the following events shall constitute grounds for termination by Vendor:
a. if Company shall file or have filed against it a petition in bankruptcy or insolvency or if Company shall make an assignment for benefit of its creditors of if Company’s viability as a going concern should, in Vendor’s judgment, become impaired;
b. if Company fails to provide and maintain a proper and sufficient sales force;
c. if Company degrades and places in bad repute the name and reputation of Vendor expressly or by virtue of its methods of handling and/or promoting the Products;
d. if Company fails to meet any other of its obligations hereunder; or
e. if Company fails to meet minimum purchase goals, if defined in Exhibit C.
3. Vendor shall have no liability to Company by any reason of any termination or cancellation of this Agreement by Vendor, including without limitation, liability for direct or indirect damages on account of loss of income arising from anticipated sales, compensation, or for expenditures, investments, leases or other commitments or for loss of goodwill or business opportunity or otherwise.
XI. IMPORT DUTIES, SALES AND RELATED TAXES AND CHARGES
All quotes and invoices from Vendor are for the pre-tax value of a sale. Vendor is a Canadian company and is registered and required to charge and submit Canadian GST (Goods and Services Tax) and HST (Harmonised Sales Tax) as appropriate for invoices sent to Canadian addresses. Company’s GST/HST registration number is 833078793RT0001. Vendor is not registered to charge or submit federal, state, provincial, county or local taxes or remittances, including import duties, excise tax, sales tax, value added tax or other related charges (“Taxes”) for countries or states in any other region including Europe, Asia, the United States, South America or other regions. The value of invoices received by Company is for the pre-tax value of Products. If Taxes or other charges are applicable to invoices received by Company, and Company is responsible for paying said Taxes for its jurisdiction, Company is responsible to self-assess its tax liabilities and submit all related Taxes directly to the appropriate authorities. For the USA, a W-8 BENE form is available if required for US Federal Government tax information.
All information transferred or otherwise revealed to Company by Vendor under this Agreement, including but not limited to, engineering information, manufacturing information, technology, know-how and price books or lists, will at all times remain Vendor’s property. Company shall at all times hold such information confidential and shall not disclose any such information if not otherwise within the public domain or compelled by force of law. Upon any termination of this Agreement or as Vendor directs from time to time, Company shall promptly return all such information to Vendor, together with any copies or reproductions thereof. Company’s obligations under this section shall survive for a period of five years following any termination of the Agreement.
XIII. CERTAIN PRACTICES
Company acknowledges that certain laws of Canada applicable to Vendor, but which may not be applicable to Company, could impose fines or penalties on Vendor in the event Vendor makes payments to foreign government officials for the purpose of influencing those officials in making a business decision favorable to Vendor. In addition, Vendor and Company may be subject to similar laws or requirements of the country of destination of the Products. Company agrees upon reasonable request by Vendor to give Vendor reasonable written assurance that the Company has done nothing to cause liability to Vendor under the above-mentioned laws.
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been served or delivered to the receiving party:
1. within five days when sent by email to the appropriate authority;
2. or, if the physical delivery address has been provided, when personally served or delivered to one party by the serving or delivering party;
3. or, if the fax number has been provided, when sent by facsimile with proof of sending completion;
4. or, if the postal address has been provided, when deposited in the mail, postage prepaid by the serving or delivering party addressed to the parties.
For the purposes of this agreement, following is the email, physical and postal address of Vendor:
Riva International, Inc.
#103, MacCosham Lofts
Canada, T5J 1N4
Unless otherwise agreed to in a separate agreement, the email address used by Company to register to download software, to submit a Contact Us form, to communicate by email with Company or otherwise provided to access information on the web site will be the email address used for communication with Company.
This Agreement constitutes the entire and only agreement between Vendor and Company with respect to its subject matter and there are no understandings or representations of any kind, express, implied, oral, written, statutory or otherwise, not expressly set forth herein. No alteration or modification of this Agreement shall be binding unless in writing and signed by the party to be bound thereby.
1. This Agreement is not assignable in whole or in part by either party without proper notification of the other.
2. This Agreement shall be interpreted and enforced in accordance with the laws of Canada and the official language of this Agreement for all purposes shall be English. Any legal action relating to this Agreement shall be pursued in the City of Edmonton, Alberta, Canada under the jurisdiction of the Court of Queen’s Bench.
3. The parties agree that any controversy, claim, or dispute shall be settled by final binding arbitration in accordance with the rules of the Canadian Arbitration Association. Each of the parties agrees to bear its own attorney’s fees, costs, and expenses associated with any dispute or arbitration, and an equal share of the neutral arbitrator’s expenses and administrative fees.
Exhibit A: Product Line and Territory
Riva On-Premise, Riva Cloud and Riva Insight (“Products”) are covered under this agreement. There is no geographic territory assigned to this agreement. This is a non-exclusive agreement. Additional information on Riva’s Reseller and Partner programme is available at the following link. This information will be updated from time to time at Vendor’s sole discretion: http://www.rivacrmintegration.com/partners/
Exhibit B: Company and Volume Discounts
As a Riva Reseller or Partner, Company shall receive a discount of off Suggested Retail Price (“SRP”) of the sale price after the volume and/or annual payment discounts based on the level of sales achieved by Company.
Company can offer its customers and will receive the following standard volume pricing for Riva On-Premise. Volume pricing is provided on a per-customer basis and subject to change from time to time at Vendor’s sole discretion.
Exhibit C: Sales Quota
Exhibit D: Retail Price
The SRP for Riva is listed on the Riva web site (www.rivacrmintegration.com) and may change from time to time at Vendor’s sole discretion. Pricing is based on geographic licence consumption. European companies are charged in Euros at the same digital value as the price for non-European customers. There is no currency conversion from U.S. dollars to Euros for European-based customers. For additional clarity, at time of writing, the current SRP for Riva On-Premise is $195 US for non-European customers and 195 € for European customers. At time of writing, the current SRP for Riva Cloud Premium for non-European customers was $24.95 per user, per month and 24.95 € per user, per month for European customers.
Current SRP is available on the following geolocation-based web pages:
Exhibit E: Client Registration
Vendor agrees that for the three-month period following Company having registered a client with which Company is working as the primary integration vendor or consultant, should the client purchase Riva directly from Vendor, Company shall receive its commission within 30 days of receipt of direct payment by Company’s client unless advised by customer that Company is no longer the preferred vendor. To register the potential client, Company must send an email to Vendor with the potential client name, company information, opportunity description and amount. This clause does NOT apply should the client choose to purchase Riva from or through a different company. Vendor further agrees that it will not offer any other company, or directly to the client, pricing for the potential deal that is less than what is defined under this Agreement.
Exhibit F: Payment, Partner Fee and Licences
Pre-payment for all orders is required until Company has achieved the Revenue Milestone and maintained a positive payment history for three consecutive orders after which period 30-day payment terms will be provided.
Until 30-day terms have been provided, if an order is submitted to Vendor for which payment has not been received, Company, or if preferred and indicated by Company to have the licence sent directly to the customer, or customer will receive a licence with a 30-day expiration date. Upon receipt of payment, Company, or customer, will receive a replacement licence file with the remaining period of time. Payment can be made by credit card for purchases under $2,000.00.
There is no fee to become a Riva Reseller. To become a Riva Authorised Partner, there is an annual partner fee of $595 U.S. (or 505 €) based on Company’s location. The annual partner fee is pro-rated on a quarterly basis for the first year to reflect Vendor’s fiscal year of October 1 to September 30. This fee is renewable for the full amount October 1 of the following year. This fee is waived in years following which Company has completed sales of a minimum of $10,000.00 in revenue to Vendor. This fee includes a single-user Not-for-Resale (NFR) licence for Riva Cloud or a 10-user licence of Riva On-Premise. Additional NFR licences may be purchased for up to 20 users at a 50% discount. These licences can be used for internal production and/or demonstration purposes by Company employees.
Exhibit G: Foreign Corrupt Business Practices and Indemnification
A. In the performance of their obligations under this Agreement, Company shall comply with all laws, regulations, orders and policies having the force of law of Canada and of the United States of America, and where applicable, all laws, regulations, orders and policies having the force of law of any other jurisdiction.
B. In furtherance of Company’s obligations hereunder, Company represents, warrants and agrees that, in connection with the performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Vendor, Company, or both.
C. Company further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Agent has an interest, and no government official has any material financial interest in the business of Company.
D. In the event of any breach by Company of any of its representations, warranties or covenants contained in this Article, Vendor may, in its sole discretion in addition to any other remedy provided herein or otherwise provided by law, immediately terminate this Agreement without notice or indemnity and in such event, Company shall forever forfeit all rights to all fees and commissions which shall accrue and/or have been earned but which have not been paid as of the date of such termination.
Notwithstanding the provisions set forth in Article VIII above, Company shall indemnify and hold harmless Vendor against and from any claim, loss, damage or expense (including attorneys’ fees and disbursements) (a) arising from any breach by Company of any representation, warranty, covenant or other obligation of Company under this Agreement, (b) resulting from any unlawful act committed by Company or any agent of Company thereof, or (c) which Vendor may sustain by reason of any act, omission or misrepresentation of Company or any agent thereof.