Reseller Agreement

Updated and Effective from: April 5, 2024

RESELLER AGREEMENT

This Reseller Agreement (“Agreement”) is entered into by and between Ostendio, Inc. (“Ostendio”) and the Reseller who signs a Quote which incorporates by reference this Reseller Agreement (“Reseller”).

WHEREAS, Ostendio markets and sells online software-as-a-service products to various customers; and 

WHEREAS, Reseller is a Managed Services Provider and/or offers and provides various services and products consulting to various customers. 

In consideration of the covenants, representations and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Definitions.
   1. “Affiliate(s)” means an entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a party and its successors and assigns.
   2. “Documentation” means the published and generally available user manuals and materials Ostendio delivers or makes available with the Products.
   3. “Client” means any entity not affiliated with Reseller for whom Reseller presents an order and/or contract for the purchase of Products and/or Services for such entity’s own internal use and not for resale, lease, license, or other distribution.
   4. “Products” means the Software including any related
   5. “Professional Services” means installation, configuration, consulting, training and/or such other professional services to be provided by Ostendio as the parties may from time to time agree upon in writing and the terms and conditions of which shall be set forth in one or more separate Statements of Work executed by the parties.
   6. “Quote” means an Ostendio-provided ordering document executed by Ostendio and Reseller indicating the Products and Services being purchased for Reseller’s internal business purposes and/or resold by Reseller to a Client.
   7. “Services” means support services for Ostendio’s Products and Professional
   8. “Software” means the Ostendio software platform which hosts the software applications that Ostendio may make available to Reseller and/or a Client from time to time during the term of this Agreement and pursuant to a Quote executed by Reseller and Ostendio (subject to the Ostendio Terms of Use).
   9. “Terms of Use” means an agreement entered into between Ostendio and the Client, and Reseller to the extent Reseller uses any Products and/or Services, setting forth the terms and conditions upon which the Software and Documentation is made available to Client and Reseller, as applicable, and certain warranty and other terms relating to the Products to be provided by Ostendio to such Client and/or Reseller, as applicable.
   10. “Ostendio Price List” means the list of Products and Services offered by Ostendio, together with the respective Ostendio list prices and any applicable Reseller discount(s), in effect from time to time during the term of this Agreement and as may be amended by Ostendio in its discretion.
2. Appointment of Reseller.

   1. Appointment as Authorized Reseller. Subject to the terms, conditions and limitations set forth herein, Ostendio hereby appoints Reseller, and Reseller hereby accepts its appointment, as a non-exclusive reseller, authorized by Ostendio to market, and resell the specific Products and Services as set forth in the applicable Quote during the term of this Agreement. Subject to the terms of this Agreement, Reseller shall be entitled to sell and/or resell the Products and Services through sub-agents. Reseller shall provide or make accessible the most current version of the Terms of Use to each Client and shall require each Client to agree to the Terms of Use at the time of sale.

   2. Orders and Incorporation of the Terms of Use. (i) Reseller shall place orders for the Products and/or Services for its internal use and for each sale to a Client by ordering through Ostendio’s Partner Portal . Each such order shall be pursuant to the terms and conditions of this Agreement and shall specifically incorporate by reference and be subject to the terms and conditions of the Ostendio Terms of Use set forth at http://ostendio.com/legal/terms-of-use. Any variations made to the terms and conditions of the Terms of Use by Reseller in any Reseller ordering document or otherwise are void and have no effect. Any terms of any Reseller purchase order, sales acknowledgement, invoice, or other such document shall not apply to or become part of this Agreement, the Terms of Use, or the Quote regardless of any statement to the contrary in such document.

   3. (ii) The Terms of Use available at http://ostendio.com/legal/terms-of-use shall be directly between Ostendio and the Client (or Reseller to the extent Reseller uses any Products or Services), and Reseller’s only responsibility in connection therewith shall be Reseller’s obligation to communicate and ensure that the Terms of Use are incorporated into any and all orders and/or contracts executed or entered into with any Client, are agreed to by the Client, and are legally binding on the Client. The URL link provided above should be used for incorporation into the order and/or contract with the Client. All access to and use of the Products and Services by any Client is subject to the Terms of Use and Reseller may not purport to revise any aspect of the Terms of Use. If Reseller fails to incorporate the Terms of Use into the order or contract with any Client, or adds, removes, and/or modifies any terms or conditions of the Terms of Use, then Reseller shall indemnify and hold Ostendio harmless from and against any and all claims, allegations, damages, losses, costs, expenses, settlement amounts, and any and all other liabilities arising out of or related to any such addition, removal, and/or modification of or to the Terms of Use. Upon written request, Reseller shall promptly provide to Ostendio evidence of such acceptance of the Terms of Use by each Client. Reseller agrees to immediately notify Ostendio of any known or suspected breach of the Terms of Use or unauthorized use of the Products and/or Services by any Client, and to assist Ostendio in the enforcement of the Terms of Use.

   4. Amendment to Ostendio Price List. Ostendio may, from time to time , amend the Ostendio price list by either adding or deleting Products and/or Services or changing the Ostendio list prices and/or discounts with respect to any Products and/or Services. Each such amended Ostendio price list replaces and supersedes the Ostendio price list in effect prior to such amendment.

   5. Reservation of Rights. Ostendio reserves the right, without obligation to provide any compensation to Reseller, to (i) appoint additional resellers, sales representatives, systems integrators, and/or distributors for the Products and Services; and (ii) market and distribute the Products and Services directly to Clients.

   6. Ownership and Restrictions. The Products are protected by copyright laws of the United States and international Title to, ownership of, and all proprietary rights in and to the Products and Documentation shall remain at all times with Ostendio or its third party licensors. Reseller may not (i) sell, transfer, lend, make available or disclose to third parties any Products or Documentation except as expressly provided in this Agreement; (ii) remove or alter any copyright or other proprietary notice contained therein; (iii) copy any Products and/or Documentation except as specifically permitted herein; (iv) modify or alter the Products or create derivative works of the Products and/or Documentation; (v) decompile, disassemble or reverse engineer the Products or otherwise attempt to discover the source code of the Products; and (vi) unbundle or otherwise promote, market, or sell any modules or components of, or third party products incorporated in, the Software apart from the Software.

   7. Trademarks. Subject to the terms and conditions of this Agreement, Ostendio grants to Reseller a license to use the Ostendio service marks solely in connection with Reseller’s permitted use of the Products and Services hereunder, and in accordance with usage guidelines Ostendio may make available to Reseller from time to time. Reseller’s rights under this subsection shall terminate immediately upon any expiration or termination of this Agreement. Reseller agrees that its use of any Ostendio service mark shall not create in its favor any right, title or interest therein and acknowledges Ostendio’s exclusive right, title and interest in and to all Ostendio service marks.

3. Prices and Payment.
   1. Prices. Reseller shall pay to Ostendio the prices set forth in the applicable Quote for the Products and Services ordered from Ostendio. All prices are denominated and all payments shall be made in U.S. dollars.
   2. Taxes. All prices are exclusive of all federal, state and local excise, sales, use, transfer, value added and other taxes and duties, however designated. Reseller shall pay all applicable taxes and duties relating to Products and Services ordered hereunder (other than taxes based on Ostendio’s net income) or provide to Ostendio an acceptable certificate of exemption. If any of such taxes are paid by Ostendio, Reseller will reimburse Ostendio therefor promptly upon written request.
   3. Payment Terms. All amounts shall be paid by Reseller to Ostendio no later than thirty (30) days from the date of receipt of the applicable Payment of all fees for Products ordered by Reseller (collectively, the “Fees”) pursuant to an executed Quote shall be paid advance in U.S. dollars directly to Ostendio in accordance with the payment frequency period specified in the applicable Quote and payment for Professional Services shall be paid in accordance with the applicable Quote. Except as otherwise provided in this Agreement, all payments are non-refundable and Reseller shall not be entitled to any full or partial refund if the Products and/or Services are discontinued by Reseller or any Client during the period for which payment is made. If Reseller is late in remitting any payment to Ostendio, Reseller shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Reseller shall perform its obligations under this Agreement without setoff, deduction, recoupment, or withholding of any kind for any amounts owed or payable to Ostendio even if any Client is delinquent in paying or fails to pay Reseller for any Products and/or Services. Reseller shall reimburse Ostendio all of Ostendio’s costs of collection, including, without limitation, reasonable attorney’s fees and other costs incurred by Ostendio to collect any fees and/or charges due Ostendio with respect to any fees owed to Ostendio by Reseller.
   4. Billing and Collection. Reseller shall be solely responsible for: (i) billing and collecting all amounts due from Clients for the Products and Services sold by Reseller; and (ii) all credit and collection costs and ascertaining the creditworthiness of all Clients. Reseller shall bear the credit risk of all sales to Clients.
4. Relationship. Reseller is an independent contractor and shall be responsible for all expenses it incurs in connection with its performance Nothing contained in this Agreement shall be deemed to constitute either party as the employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. Reseller may not create any contract or obligation, expressed or implied, on behalf of, in the name of or binding on Ostendio without Ostendio’s written consent. Reseller shall be solely responsible for its own salespersons, employees, agents, and representatives, whose activities shall be at Reseller’s own risk, expense and supervision. Reseller shall not have any claim against Ostendio for compensation or reimbursement for any such activities. 
5. Responsibilities of Reseller. Reseller agrees as follows:
   1. Insurance. While this Agreement is in effect, Reseller shall purchase and maintain in effect commercial general liability insurance policies with a recognized carrier providing for coverage of not less than one million S. Dollars ($1,000,000). Upon written request, Reseller shall provide Ostendio with a certificate of insurance evidencing such insurance coverage.
   2. Compliance with Laws. Reseller shall comply with all applicable laws and regulations including, without limitation, the Foreign Corrupt Practices Act of the United States and all applicable data security and privacy laws. In entering into this Agreement and carrying out its responsibilities hereunder, Reseller warrants and represents that it has not paid, offered or authorized, and will not pay, offer or promise to pay, or authorize the payment, directly or indirectly, of any moneys or anything of value to any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the government to obtain or retain business or direct business to any person. Reseller represents that it and its principal officers, employees, and owners are not officers, agents, employees, consultants or appointees of any government agency, political party, or candidate for political office that may be involved, directly or indirectly, with the licensing of Products or ordering of Services from Reseller will provide Ostendio with such assurances and records as Ostendio periodically may request to verify Reseller’s compliance with this subsection. In no event shall Ostendio be obligated to act in any manner that Ostendio believes, in good faith, would cause it to be in violation of any law or regulation.
   3. While this Agreement is in effect, Reseller shall: (i) use commercially reasonably efforts to market and promote, and sell the Services to Clients, and shall do so in a manner that at all times reflects favorably on the Services and Ostendio’s name, goodwill, and reputation and consistent with good business practices; (ii) not knowingly engage in any unfair or deceptive business practice; (iii) have sufficient knowledge of the industry and Services that are being sold by Reseller (including specifications, features, and benefits); (iii) observe all directions and instructions given to it by Ostendio in relation to the marketing and promotion of the Services, including Ostendio’ sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Ostendio; (iv) not make any misleading or untrue statements concerning Ostendio or the Services; (v) notify Ostendio of any complaint or adverse claim about any of the Services or the use of any of the Services by any Client promptly after Reseller becomes aware thereof; (vi) bear all expenses incurred by Reseller in performing under this Agreement; (vii) not engage in any acts prohibited by any applicable law; (viii) not access any Client data; and (ix) only resell the Services based on the terms and conditions of this Agreement and the Ostendio Terms of Use.
   4. Export. Reseller shall comply with all applicable United States export laws and regulations. In furtherance of Reseller’s obligations, Reseller assures Ostendio that, unless express written prior authorization is obtained from Ostendio, the Reseller will not export, re-export, divert, transfer, or disclose, either directly or indirectly, any Products and Services if Reseller has reason to believe that they may be used (i) in any nuclear related activity and/or (ii) in the design, development, production or stockpiling of missiles, biological weapons or chemical weapons.
   5. Excess Warranty. In marketing, selling, and/or distributing the Products and Services and otherwise performing under this Agreement, Reseller will not make any representations, warranties, or guarantees concerning the Software and/or Services that are inconsistent with or in addition to those made by Ostendio to Reseller Reseller may make additional representations and warranties to Clients as part of a contractual relationship entered into between any such Client and Reseller under which it is clear to the Client that any such additional representations and warranties are being made directly or indirectly by Reseller and not Ostendio nor on Ostendio’s behalf. Reseller will, at its expense, indemnify, defend and hold Ostendio, its officers, directors, employees, subcontractors, agents, affiliates, successors, and assigns (collectively, the “Ostendio Indemnified Parties”) harmless from and against any and all liabilities, damages, losses, costs or expenses (including, without limitation, reasonable attorneys’ fees) arising from and against any claim, action, proceeding, or suit brought by any third party against any Ostendio Indemnified Party relating to any representation, warranty, and/or guarantee concerning the Software and/or Services that are inconsistent with or in addition to those made by Ostendio to Reseller hereunder.
   6. Ostendio is not responsible or liable for any customer or Client agreements, licenses, warranties, and/or documentation for any other products and/or services directly or indirectly offered and/or sold by or through Reseller, its employee, agent, reseller, distributor, and/or contractor. Reseller shall indemnify and hold Ostendio harmless from and against any and all claims, allegations, damages, losses, costs, expenses, settlement amounts, and any and all other liabilities arising out of or related to Reseller’s marketing and/or sale of any non-Ostendio product and/or service.
      
      
6. Confidential Information. Each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential including but not limited to any and all pricing, data, ideas, concepts and know-how, and technical, financial and business information (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature regardless of whether designated as such in writing. A party will not disclose the other party’s Confidential Information to any third party unless required for the provision or receipt of Services or the purchase and/or use of Products hereunder, provided that such third party shall be informed by the party receiving information from the disclosing part of the confidential nature of such Confidential Information and shall be under a duty of confidentiality to such party that is no less restrictive than the terms Neither party shall make use of any of the other party’s Confidential Information except in its performance under this Agreement. Each party accepts responsibility for the actions of its employees, agents, and contractors and shall protect the disclosing party’s Confidential Information in the same manner as it protects its own confidential information and, in no event, shall less than reasonable care be used. The parties expressly agree that the Products and the terms and pricing herein are the Confidential Information of Ostendio. Client will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the Products. The receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights. Information will not be deemed Confidential Information hereunder if such information: (i) is known by the receiving party prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without us or reliance on the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process, or government regulation, provided that, to the extent legally permissible, it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure. Within thirty (30) days following the disclosing party’s request, the receiving party and its representatives shall securely destroy all electronic or tangible items in their possession or control containing any of the disclosing party’s Confidential Information. Upon the disclosing party’s request, the receiving party shall provide written certification of such destruction of the disclosing party’s Confidential Information.
   
   
7. Personal Data Protection. During the Term of this Agreement and if applicable, in connection with any processing of personal data which it receives under this Agreement, each party shall (i) comply with all privacy or data protection laws applicable in the state, country, and/or countries where personal data are collected or stored or otherwise processed (collectively, the “Data Protection Laws”), and (ii) implement industry accepted technical and organizational security procedures and measures to preserve the security and confidentiality of the personal data received under this Agreement. Neither party shall take any action which a reasonable person would know may cause or otherwise result in a violation of the Data Protection Laws. Each party agrees to obtain all necessary consents under the Data Protection Laws and will not pass personal data to third parties without prior notification to the data subject. Each party shall defend and indemnify the other party from and against any and all claims, actions, liabilities, losses, damages and expenses (including reasonable attorney’s fees and expenses) which arise, directly or indirectly, out of or in connection with the indemnifying party’s data processing activities under or in connection with this Agreement.

8. Products and Services Warranty. Ostendio warrants to Reseller that: (i) it has the legal right and authority to enter into and perform its obligations under this Agreement; (ii) it has the right to authorize Reseller to sell the Products and Services directly to Clients subject to the terms and conditions of the Terms of Use; and (iii) the execution and performance of this Agreement will not conflict with or violate any other agreement entered into by Ostendio. NO WARRANTIES REGARDING OPERATION OR USE OF THE PRODUCT AND/OR SERVICES ARE MADE TO RESELLER HEREUNDER. SUCH WARRANTIES, IF ANY, WILL ONLY BE AS SET OUT IN THE TERMS OF USE. EXCEPT AS SET FORTH IN THIS AGREEMENT, OSTENDIO HEREBY DISCLAIMS ALL OTHER WARRANTIES OR ANY KIND, EXPRESS OR IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY OR FITNESS FOR A PARTICULAR Ostendio does not warrant to Reseller or any Client that the Products and/or Services will meet the requirements of any Client or that the Software and Products will operate without interruption or be error free.
9. Services.
   1. Support Services. Reseller will be responsible for directly addressing and providing first and second line of support for the Services to any Client. All support for the Services shall be provided directly by Reseller or its designated contractor to any Client. Reseller will use commercially reasonable efforts to diligently respond to issues raised by Clients and will use commercially reasonable efforts to analyze and provide prompt resolution to such issues, making use of Ostendio’s knowledge base when necessary. Upon Reseller’s request, Ostendio will provide technical support including problem isolation after Reseller has exhausted its resources and ability to address any operational issues with the Services.
   2. Professional Services. Reseller shall also have the non-exclusive right to resell Ostendio’s provision of Professional Services. All Professional Services to be provided by Ostendio shall be subject to this Agreement and the terms set forth in the applicable Quote executed by Ostendio and Reseller, setting forth the services to be provided by Ostendio, rates and payment terms, and any other terms agreed by the parties.
10. Indemnification.
    1. Reseller, at its expense, will indemnify, hold harmless, and defend the Ostendio Indemnified Parties from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and/or expenses of whatever kind, including attorneys’ fees, and the costs of enforcing any right to indemnification under this Agreement relating to any claim of a third party or Ostendio arising out of or occurring in connection with: (i) Reseller's acts or omissions as a reseller of the Services, including any breach of this Agreement; (ii) Reseller's advertising, promises, and/or representations that warrant performance of the Services beyond that provided by Ostendio’s written warranty or based upon Reseller's business or trade practices; (iii) any failure by Reseller or Reseller’s personnel, contractors, or agents to comply with any applicable law or regulation; (iv) Reseller’s breach of its order and/or agreement with any Client or prospective Client regarding the Services (including any order and/or any other agreement executed by and/or between Reseller with any Client); (v) the gross negligence, willful misconduct, or violation of law by Reseller, its employee, agent, and/or contractor; and/or (vi) except for the specific Products and Services provided by Ostendio, any claim that any of the products and/or services offered and/or sold by Reseller infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property right of any third party.
    2. Indemnification Procedures. Each party’s indemnification obligations set forth in this Section are subject to the indemnified party: (a) promptly notifying the indemnifying party in writing of any such action or claim (except that the failure to so notify shall not limit the indemnifying party’s obligations hereunder except to the extent that such failure prejudices the indemnifying party); (b) granting the indemnifying party the exclusive authority to defend and/or settle such claim or action; and (c) providing the indemnifying party cooperation and assistance reasonably necessary, at the indemnifying party’s expense, to defend and/or settle such action or claim; provided however, that no settlement may be entered into by the indemnifying party on behalf of the indemnified party without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement contains an unconditional release of the indemnified party’s liability.
    3. Certain Remedies. If a final injunction is obtained against Ostendio’s, Reseller’s, or any Client’s use of any Product by reason of infringement or, if in Ostendio’s opinion, any Product is likely to become the subject of an infringement claim, Ostendio may, at its option, either procure for Reseller or Client, as applicable, the right to continue using such Product or replace or modify the same so that it becomes non-infringing. In the event that neither of the foregoing is reasonably practicable or commercially feasible for Ostendio, Reseller shall, at Ostendio’s request, cause the Client to cease using such Product, and Ostendio shall grant to Reseller a pro-rated credit for any prepaid fees paid by Reseller for the affected Product for the remaining unexpired term or Renewal Term then in effect.
    4. THE FOREGOING STATES THE ENTIRE LIABILITY OF OSTENDIO AND RESELLER’S EXCLUSIVE REMEDY WITH RESPECT TO OSTENDIO’S INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT. 
11. Limitation of Liability.
    1. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM INCLUDING, WITH LIMTATION, ANY LOSS REVENUE OR INCOME, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. EXCEPT FOR RESELLER’S PAYMENT OBLIGATIONS UNDER ANY QUOTE AND ANY LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, VIOLATION OF LAW, INDEMNIFICATION OBLIGATIONS, AND A PARTY’S BREACH OF SECTION 2 OR SECTION 7, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED PAID BY RESELLER TO OSTENDIO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM FOR DAMAGES.
12. Term and Termination.
    1. Term. This Agreement shall be effective when agreed to by Reseller and, unless sooner terminated in accordance herewith, shall remain in effect for a period of one year unless a longer initial term is specified in any order submitted by Reseller or in a Quote signed by Reseller and Ostendio. This Agreement shall automatically renew for successive terms (each, a “Renewal Term”) for the identical length of the initial term unless either Ostendio or Reseller provides written notice, at least thirty (30) days prior to the expiration of the initial term or Renewal Term then in effect, of its intention to not renew this Agreement.
    2. Termination for Cause. Either party may terminate this Agreement and any Quote by written notice to the other party if the other party materially breaches any provision of this Agreement and/or any Quote and such breach is not cured within thirty (30) days after the breaching party’s receipt of written notice of the breach.
    3. Consequences of Termination or Expiration. Upon expiration or termination of this Agreement for any reason: (i) all rights granted by Ostendio to Reseller under this Agreement shall immediately terminate, but such termination shall not affect any of Reseller’s payment obligations under any Quote including any early termination payment obligations set forth in any Quote or the rights of Clients under any unexpired Quote to use the Products, Services, and Documentation pursuant to the Terms of Use by Clients entered into prior to the date of termination; and (ii) Reseller shall have no further right to use the Products or any portion Upon any termination hereunder, Ostendio may contract directly with any Clients for the ongoing provision of any Products and/or Services and any such solicitation or contract by Ostendio shall not constitute tortious interference with contract nor give rise to any other claim or cause of action by Reseller, its employee, agent, or contractors, against Ostendio.
    4. Survival. All provisions of this Agreement which by their nature are intended to survive its termination (including, without limitation, the provisions of Sections 1, 2(b), 2(d), 2(e), 3, 4, 5, 6, 7, 8, 9, 10(a), 11, 12, 13, and 14) shall survive such termination.
    5. No Compensation. Upon the expiration or termination of this Agreement in accordance with its terms, Ostendio shall have no obligation to Reseller for compensation or for damages of any kind, whether on account of the loss by Reseller of present or prospective sales, revenue, investments, compensation, or goodwill. Reseller hereby waives any rights which are not expressly granted to it by this Agreement.
13. Miscellaneous.
    1. Notices. Except for routine business communications, any notice sent under this Agreement must be in writing and sent via certified or registered mail, return receipt requested, or by overnight courier service. Notices to Ostendio must be sent to Ostendio at the following address: Chief Executive Officer, Ostendio, Inc., 7918 Jones Branch Drive, 4^th Floor, #220, McLean, Virginia 22102 (or to such other address that Ostendio may designate from time to time in accordance with this Section).  Notices to Reseller will be sent to the contact person and address for Reseller as set forth in the Quote (or to such other address that Reseller may designate from time to time in accordance with this Section).
    2. Entire Agreement. This Agreement including any Exhibit sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any purchase order or other document which is different from, inconsistent with, or in addition to the terms and conditions set forth herein and any Ostendio Quote will be binding. This Agreement may be altered only by a written amendment and signed by authorized personnel of both The waiver by either party of any right, remedy, obligation, and/or breach of any provision hereof shall not be construed as a waiver of any succeeding waiver of any right, remedy, obligation, or breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, remedy, or privilege that it has or may have hereunder operate as a waiver of any such right, remedy, or privilege.
    3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. The parties irrevocably consent to the exclusive jurisdiction of the state courts in Fairfax County, Virginia and the United States District Court for the Eastern District of Virginia. The parties agree that (i) the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and (ii) the Uniform Computer Information Transactions Act shall not apply to this Agreement, even if any performance under this Agreement would implicate the laws of a jurisdiction which has adopted such Act. 
    4. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign or otherwise transfer this Agreement or its rights and duties without the prior written consent of the other party, except to the successor of all or substantially all of such party’s assets or business. 
    5. Force Majeure. Except for payment obligations, neither party shall be liable to the other party for any delay or failure to perform hereunder due to circumstances beyond such party’s reasonable control including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, epidemic, pandemic, quarantines, civil commotion, strikes or other labor problems (excluding those involving such party’s employees or contractors), service disruptions involving hardware, software, or power systems not within such party’s possession or beyond its reasonable control, and denial of service attacks. For the avoidance of doubt, a force majeure event does not include economic hardship.
    6. Severability. In the event that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.
    7. Headings. The headings of the sections of this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.
    8. Counterparts; Electronic Signatures. Any Quote may be executed and delivered in any number of counterparts by facsimile, emailed PDF, or electronic signature, each of which will be deemed an original, but all of which together will constitute one and the same instrument.