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Reseller Terms and Conditions

DroneControl SARL

Route de Soral 124

1233, Bernex, CH

Software Reseller Contract

This Software Reseller Contract (the "Contract") is made and entered into between DroneControl SARL, and the Reseller partner ("Reseller"), collectively referred to as the "Parties."

  1. Software Solution Description

    • The Software: DroneControl SARL offers an emergency services drone software solution (the "Software") that enables pilots to fly drones, live stream video feeds, and grant remote control access to viewers.

    • Documentation and Updates: DroneControl SARL shall provide Reseller with all necessary documentation and updates related to the Software.

  2. Term and Termination

    • Term: This Contract shall commence on 1st January 2023 unless otherwise stated

    • and continue for a period of twelve (12) months (the "Term").

    • Termination: Either party may terminate this Contract by providing written notice to the other party at least three (3) months prior to the desired termination date.

  3. Payment Terms

    1. Invoicing: DroneControl SARL shall issue monthly invoices to Reseller for the Software licenses sold during the preceding month.

    2. Payment Terms: Reseller shall make payment within fifteen (15) days from the date of the invoice unless otherwise stated

    3. Taxes: Reseller shall be responsible for any applicable taxes, duties, or similar charges associated with the sale and distribution of the Software.

  4. Annual Pricing

    • Pricing Structure: The annual pricing for the Software licenses shall be as set as agreed between DroneConntrol SARL and the reseller. The pricing includes the right to use the Software and any applicable support services provided by DroneControl SARL.

    • Price Adjustments: DroneControl SARL reserves the right to adjust the pricing for Software licenses upon providing written notice to Reseller at least thirty (30) days prior to the effective date of the price adjustment.

    • Payment Terms: Reseller agrees to make payment for the annual Software licenses in accordance with the payment terms specified in Section 3 (Payment Terms) of this Contract.

  5. Liability and Disclaimers

    • Limitation of Liability: DroneControl SARL shall not be held liable for any accidents, damages, or losses arising from the use of the Software by end-users. Reseller acknowledges and agrees to indemnify and hold DroneControl SARL harmless from any claims, liabilities, costs, and expenses arising out of Reseller's use or distribution of the Software.

    • Disclaimer of Warranty: The Software is provided "as is," without any warranties or representations, whether express or implied. DroneControl SARL disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

  6. Reseller Responsibilities

    • Prospecting: Reseller shall actively search the market for business entities that may be potential customers for the Software.

    • Lead Generation: Reseller shall capture and provide accurate contact details of potential customers to DroneControl SARL.

    • Lead Qualification: Reseller shall engage in calls or emails with potential customers to qualify them as interested parties.

    • Opportunity Generation: Reseller shall generate opportunities for the sale of Software licenses through effective marketing and sales efforts.

    • Demos: Reseller shall conduct product demonstrations to potential customers, showcasing the features and functionalities of the Software.

    • License Closing: Reseller shall negotiate and close license agreements with customers, ensuring all necessary terms and conditions are properly addressed.

    • License Signing: Reseller shall facilitate the signing of license agreements between DroneControl SARL and customers, ensuring compliance with all legal requirements.

    • Post Sales Onboarding: Reseller shall assist customers with the onboarding process after license signing, providing necessary guidance and support.

    • Account Management: Reseller shall manage customer accounts, including license renewals, identifying upsell opportunities, and timely invoicing.

    • In-Market Demand Driving Activity: Reseller shall actively promote the Software on their website, marketing brochures, and industry fairs to drive customer interest and demand.

    • Joint Business Plan: Reseller shall collaborate with DroneControl SARL to develop a joint business plan, including aligned forecasts, focus areas, Quarterly meeting, Customer connects.

  7. Territory

    • Non-exclusive Territory: The Parties agree that Reseller shall have the non-exclusive right to sell and distribute the Software within the agreed territory. The agreed territory shall be as agreed between DroneConntrol SARL and the reseller. 

    • Non-Compete: Reseller shall not directly or indirectly engage in the sale or distribution of the Software in any territory outside the agreed territory without the prior written consent of DroneControl SARL.

  8. Intellectual Property

    • Ownership: DroneControl SARL retains all ownership rights, title, and interest in the Software, including all intellectual property rights associated with the Software.

    • License Grant: DroneControl SARL grants Reseller a non-exclusive, non-transferable license to use the Software solely for the purpose of marketing, selling, and distributing the Software within the agreed territory during the Term of this Contract.

    • Trademarks: Reseller acknowledges and agrees that it shall not use any trademarks, logos, or trade names of DroneControl SARL without prior written consent.

  9. Confidentiality

    • Confidential Information: Both Parties agree to keep all confidential information received from the other Party confidential and to use it solely for the purpose of fulfilling their obligations under this Contract.

    • Non-Disclosure: Reseller shall not disclose or make available any confidential information to any third party without the prior written consent of DroneControl SARL, except as required by law.

    • Return of Information: Upon termination or expiration of this Contract, Reseller shall promptly return or destroy all confidential information received from DroneControl SARL, including any copies or reproductions thereof.

  10. Governing Law and Dispute Resolution

    • Governing Law: This Contract shall be governed by and construed in accordance with the laws of Switzerland.

    • Dispute Resolution: Any disputes arising under or in connection with this Contract shall be resolved through good-faith negotiations between the Parties. If a resolution cannot be reached, the Parties agree to enter into mediation or binding arbitration in accordance with the rules of [Arbitration Institution], as elected by the non-prevailing Party.

  11. Entire Agreement

    • This Contract, including all attached exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements, whether written or oral, relating to the subject matter hereof.

  12. Termination by DroneControl

    • Termination Right: DroneControl SARL reserves the right to cease providing the Software and related services to Reseller upon providing written notice of termination at least three (3) months prior to the desired termination date.

    • No Refund: In the event of termination under this clause, Reseller shall not be entitled to any refund, reimbursement, or compensation for any unused or remaining portion of the Term.

    • Obligations upon Termination: Upon termination, Reseller shall immediately cease all marketing, selling, and distribution activities related to the Software and return or destroy any remaining copies of the Software and associated documentation.

  13. Support and Maintenance:

    • Support Services: DroneControl SARL shall provide technical support to the reseller during the term of this agreement. The support services may include assistance with software implementation, bug fixes, troubleshooting, and general technical inquiries related to the software.

    •  Maintenance Updates: DroneControl SARL shall provide the reseller with regular maintenance updates, including patches, bug fixes, and enhancements to the software. These updates will be made available to the reseller as they are released by DroneControl SARL.

  14. Marketing and Promotion:

    • Marketing Obligations: The reseller agrees to actively market and promote the software within the agreed territory. This may include advertising campaigns, participating in trade shows or industry events, online marketing activities, and any other mutually agreed-upon promotional efforts.

    • Marketing Materials: DroneControl SARL shall provide the reseller with marketing materials, such as brochures, product descriptions, presentations, and any other necessary collateral, to support the reseller's marketing and sales efforts.

    • Branding Guidelines: The reseller agrees to adhere to DroneControl SARL's branding guidelines when marketing and promoting the software, ensuring consistency and accuracy in the representation of the software and its features.

  15. Performance Metrics:

    • Sales Targets: The reseller agrees to meet mutually agreed-upon sales targets or key performance indicators (KPIs) as defined by DroneControl SARL.

    • Reporting: The reseller shall provide regular reports to DroneControl SARL, detailing sales activities, progress toward meeting sales targets, and any other relevant information as requested by DroneControl SARL.

  16. Training:

    • Training Programs: DroneControl SARL shall provide the reseller with training programs or resources to ensure the reseller's sales representatives possess the necessary knowledge and skills to effectively market and sell the software.

    • Training Materials: DroneControl SARL shall provide training materials, such as user manuals, training guides, videos, or webinars, to support the reseller's training efforts.

  17. Civil use

    • The Reseller hereby acknowledges and agrees that the software provided by DroneControl SARL shall only be sold for civil use. The software shall not, under any circumstances, be sold or distributed for military purposes unless explicit authorization is obtained from DroneControl SARL.

    •  The Reseller understands that any unauthorized sale or distribution of the software for military use may result in legal action and termination of the reseller agreement. By entering into this agreement, the Reseller agrees to adhere to this clause and to ensure compliance with all applicable laws and regulations pertaining to the use and distribution of the software.

  18. Non-Solicitation:

    • Non-Solicitation of Employees: The reseller agrees that during the term of this agreement and for a period of one year following its termination, the reseller shall not directly or indirectly solicit, hire, or engage any employees or contractors of DroneControl SARL without the prior written consent of DroneControl SARL.

  19. Data Protection and Privacy:

    • Data Handling: Both parties shall handle and process any personal data in accordance with applicable data protection laws and regulations. Each party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, or loss.

    • Confidentiality of Personal Data: The reseller shall ensure that any personal data collected, processed, or transmitted in connection with the sale or distribution of the software is kept confidential and used solely for the purpose for which it was collected.

    • Data Security: The reseller shall maintain appropriate security measures to safeguard personal data against unauthorized access, including encryption, access controls, and regular security audits.

  20. Insurance:

    • Insurance Requirements: The reseller shall maintain comprehensive general liability insurance, including product liability coverage, with coverage limits and terms as agreed upon by the parties. The reseller shall provide proof of insurance upon request by DroneControl SARL.

  21. Miscellaneous

    • Severability: If any provision of this Contract is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

    • Amendments: No amendment, modification, or waiver of any provision of this Contract shall be valid unless in writing and signed by both Parties.

    • Assignment: Reseller shall not assign or transfer its rights or obligations under this Contract without the prior written consent of DroneControl SARL.

    • Notices: All notices and communications required or permitted under this Contract shall be in writing and sent to the addresses provided by each Party.

    • Survival: The provisions of this Contract that, by their nature, should survive termination or expiration, shall survive, including but not limited to the confidentiality, liability, and governing law provisions.

    • Counterparts: This Contract may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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