• Subject Matter of the Agreement and Order of Precedence
• License and Usage Rights
• Obligations of the Reseller
• Trademark and Identification Rights
• Remuneration, Invoicing, Payment Terms
• Service Level Agreement
• Data Protection and Data Processing
• Intellectual Property and Further Developments
• Liability and Indemnification
• Term and Termination
• Proceeding at Termination of the Reseller Agreement
• Audit and Control Rights
• Confidentiality
• Final Provisions

Subject Matter of the Agreement and Order of Precedence

Reseller Agreement. This agreement is entered into with Metasoul GmbH, Urstein Süd 15, 5412 Puch bei Hallein, Austria, hereinafter referred to as “MS”, and governs the terms and conditions under which the Reseller distributes the Software-as-a-Service solution “Metasoul”, operated by MS, to end customers in its own name and for its own account.

Supplement to the SaaS Contract. This agreement supplements the SaaS Contract in its current version, available under https://metasoul.com/en/saas-contract/, Linkbetween MS and the Reseller.

Order of Precedence in Case of Conflicts. In the event of any conflict between this agreement and the SaaS Contract, the following order of precedence shall apply:

1. Individual offer,
2. this Reseller Agreement,
3. SaaS Contract,
4. Price lists and service descriptions.

License and Usage Rights

Distribution Right. MS grants the Reseller a simple, non-exclusive, non-transferable right to distribute the SaaS software Metasoul to end customers in its own name, for its own account, and within a territory agreed upon in writing.

Product Branding. Any use as a white-label, re-branding, or removal/obscuring of product identifiers is expressly excluded.

Sublicensing. Sublicensing is only permitted to the extent necessary for provision to end customers for the purpose of using the software; any further sublicensing requires the prior written consent of MS.

Source Code. Modifications, decompilation, or any other interference with the source- or object code are not permitted unless expressly required by law.

Obligations of the Reseller

Responsibility towards End Customers. The Reseller distributes Metasoul in its own name and for its own account and is responsible for pricing, invoicing, and taxes vis-à-vis end customers.

Agreements with End Customers. The Reseller shall enter into agreements with end customers that at a minimum reflect the protection and liability provisions of this agreement and the SaaS Contract.

Support. The Reseller shall provide first-level support to end customers. MS shall provide second- and third-level support within the service hours specified in the SaaS Contract.

Error and Incident Reporting. Error and incident reports shall be made by the Reseller in accordance with the error classes, response times, and resolution times defined in the SaaS Contract.

Compliance with SaaS Contract Clauses and Laws. The Reseller undertakes to comply with the usage, loyalty, and non-solicitation prohibitions set forth in the SaaS Contract as well as all applicable laws (in particular data protection, export, competition, and tax law).

Trademark and Identification Rights

Use of Trademarks. The Reseller may use the “Metasoul” trademark and the logos provided by MS exclusively for marketing and sales purposes.

White-label use. Any use that creates the impression that the Reseller is the manufacturer of the software (white-label) is prohibited.

Copyrights. All trademark, copyright, and other intellectual property rights in Metasoul remain unconditionally with MS.

Remuneration, Invoicing, Payment Terms

Remuneration Model. The remuneration model (discount, margin, or revenue share) is governed by the individual offer.

Invoicing. Unless otherwise agreed, MS shall invoice the Reseller monthly based on the number of end customer licenses actually activated; payment is due within seven (7) calendar days from the invoice date.

Default in Payment. In the event of default, the default interest and measures provided for in the SaaS Contract shall apply, including the right to withhold performance and to terminate the agreement.

Price Adjustments. MS may adjust prices with sixty (60) days’ notice if the cost base changes in accordance with the SaaS Contract.

Service Level Agreement

SLA. The SLAs defined in the SaaS Contract apply.

Individual SLAs. The Reseller is not entitled to any further SLAs unless individually agreed.

Data Protection and Data Processing

Data Processing and responsibilities under GDPR. Data processing and responsibilities are governed through the SaaS contract.

Intellectual Property and Further Developments

Rights to further developments. All rights to Metasoul and to further developments made under this agreement remain with MS.

Customizations. Customizations that are included in the standard roadmap at the suggestion of the Reseller shall be transferred to MS in full, non-exclusively, and free of charge.

Open Source. The Reseller shall not acquire any rights to open-source components that are mandatorily subject to copyleft licenses; MS may publish such components.

Liability and Indemnification

Liability towards the Reseller. The liability and warranty limitations set forth in the SaaS Contract apply to MS in relation to the Reseller; strict liability is excluded to the extent permitted by law.

Liability towards Third Parties. The Reseller shall indemnify MS against all claims asserted by end customers or third parties due to unlawful or contractual misuse of Metasoul by the Reseller, its employees, or sublicensees.

Term and Termination

Commencement and Term of the Agreement. This agreement enters into force together with the SaaS Contract and shall initially run for one year; it shall be automatically renewed for successive one-year periods unless terminated in writing by either party with three months’ notice to the end of the contractual year.

Extraordinary Termination. The right to extraordinary termination for good cause (including, but not limited to, default in payment, material breach of contract or law, unauthorized white-label use) remains unaffected.

Proceeding at Termination of the Reseller Agreement

Further Distribution, Trademark Rights, and Payment Claims. Upon termination of the agreement, all rights to further distribution and use of trademarks expire; outstanding payment claims remain unaffected.

End of Reseller's Rights. Upon termination of this Reseller Agreement - for whatever reason - the Reseller's right to provide end customers with access to the Metasoul software, to continue to provide services in connection with Metasoul to previous end customers, or to act as a contact for Metasoul shall cease.

Handling of Existing End Customers. MS is entitled, at its own discretion, to decide whether the affected end customers

• are taken over directly into the care and contractual relationship with MS, or
• are assigned to another MS-authorized reseller for further support and contract takeover.

Assignment of Existing End Customers. The decision on the allocation of end customers after termination of the agreement is made exclusively by MS. The Reseller has no claim to a specific allocation or to the continuation of support.

Cooperation and Information Obligations of the Reseller. The Reseller undertakes to fulfill all cooperation and information obligations required for the transfer of end customers promptly and in full. This includes, in particular, timely notification of end customers about the upcoming change in support as well as assistance with the technical and contractual transfer.

Audit and Control Rights

Compliance Monitoring. MS is entitled to verify compliance with the license and usage provisions by technical means; any data transmitted in this context shall be used exclusively for the purpose of verification and deleted after completion of the audit.

Confidentiality

Confidentiality Agreement. The parties undertake to treat all confidential information received in connection with this agreement - including, but not limited to, trade secrets, technical information, business processes, customer data, and contract contents - as strictly confidential.

Duration of Confidentiality Obligation. The confidentiality obligation shall apply for an unlimited period, including beyond the termination of this agreement, unless and until the relevant information becomes generally known or is lawfully made known to the other party without breach of this agreement.

Final Provisions

Amendments. Amendments or supplements to this agreement shall be notified in writing by MS to the Reseller and shall be deemed agreed unless the Reseller objects within two weeks.

Applicable Law and Jurisdiction. The exclusive place of jurisdiction and applicable law shall be as defined in the SaaS Contract, unless a mandatory place of jurisdiction exists (see SaaS Contract “Jurisdiction” and “Applicable Law”).

Severability Clause. Should any provision be or become invalid, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by a valid provision that most closely reflects the economic intent.