Spire Authorized Partner Agreement

January 1, 2017

This Agreement is between Spire Systems Inc., by and through (“COMPANY”) and the reseller named above (“Reseller”) and establishes the terms and conditions for Reseller’s participation in the Spire Partner Program (the “Program”). Under the Program, Spire Systems Inc. will provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller’s purchase and license of Spire products for resale.

  1. Reseller Qualification
    1. In order to ensure adequate technical and marketing support to end users, eligibility to resell Spire products is subject to meeting the following authorization requirements:
      1. Complete the application form at http://spiresystems.com/become-spire-partner
      2. Provide 1st line post-sales support
      3. Have adequate marketing and sales staff to promote Spire products
      4. Have business management software sales and implementation experience
      5. Have current customer base with entry-level and mid-market software solutions
      6. Complete the Spire Partner Curriculum with a passing grade of 80% by March 31, 2017
  1. Relationships
    1. Reseller is an independent contractor engaged in purchasing Spire products for resale to its customers. Reseller is not an agent or legal representative of Spire for any purpose, and has no authority to act for, bind or commit Spire Systems Inc.
    2. Reseller has no authority to make any commitment on behalf of Spire Systems Inc. with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with Spire products. Reseller will indemnify Spire Systems Inc. from liability for any modified warranty or other commitment by Reseller not specifically authorized by Spire Systems Inc.
    3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of Spire Systems Inc. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by Spire Systems Inc. immediately upon notice from Spire Systems Inc.
  1. Term, Limitations, Termination
    1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and Spire Systems Inc. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.
    2. Spire Systems Inc. or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.
    3. Spire Systems Inc. may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.
    4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse.
    5. Authorized Resellers must have one Certified Consultant in good standing. Certification is achieved by passing the Spire Partner Curriculum.
    6. Authorized Resellers must pass all required training courses as indicated by Spire Systems Inc. to maintain their certification and authorized partner status.
    7. Only Certified Consultants can access the Spire Partner Portal and submit support tickets.
    8. Certified Consultants that leave their current place of employment to join another organization must have the new organization apply to become an Authorized Reseller before the Consultant’s status is reactivated.
    9. If a Reseller decides to terminate this Agreement, all Spire clients associated with the Reseller will be transferred to a new Reseller assigned by Spire Systems Inc.
  1. Reseller Programs
    1. Spire Systems Inc. will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by Spire Systems Inc. Reseller may, at its option, participate in such programs during the term of this Agreement. Spire Systems Inc. reserves the right to terminate or modify such programs at any time at its sole discretion.
    2. Reseller shall exert best efforts to market Spire products, and is able to use promotional materials supplied by Spire Systems Inc.
    3. Reseller shall have sufficient technical knowledge of the Spire products in general, and will have access to appropriate Spire sales and technical training.
    4. Spire Systems Inc. does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. Spire Systems Inc. specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.
    5. Reseller is expected and encouraged to advertise and promote the sales of Spire products through all appropriate media including tradeshow exhibits, online advertising, educational meetings, sales aids, etc.  Spire Systems Inc. must approve all original materials that use the Spire name or trademarks (aside from modifying existing Spire supplied template materials). Spire Systems Inc. will assist Reseller in advertising and promoting Spire products in accordance with Spire Systems Inc. policy.
  1. Limitation of Liability
    1. UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL SPIRE SYSTEMS INC. BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
  1. Use of Spire Systems Inc. Trademarks
    1. Reseller acknowledges the following:
      1. Spire Systems Inc. owns all right, title and interest in the Spire names and logotypes.
      2. Spire Systems Inc. is the owner of certain other trademarks and trade names used in connection with certain product lines and software.
      3. Reseller will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with Spire Systems Inc.
    2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the Spire products. Reseller may also use the Spire trademarks and trade names to promote and solicit sales or licensing of Spire products if done so in strict accordance with Spire guidelines. Reseller will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.
    3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the Spire and Spire Systems Inc. names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a reseller of the Spire products.
  1. Product Warranty
    1. The warranty terms and conditions will be as specified in the Spire Standard Terms and Conditions of Sale.
    2. SPIRE’S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  1. Software
    1. The software license terms will be specified in Spire Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.
  1. Proprietary Information
    1. Spire Systems Inc. and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished.  Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement.
    2. This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to Spire Systems Inc. Reseller shall not have any right to manufacture Spire products.
  1. Compliance with Laws
    1. Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts.  Reseller agrees to indemnify and hold Spire Systems Inc. harmless for all liability or damages caused by Reseller’s failure to comply with the terms of this provision.

This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Spire Systems Inc. and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.