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This Partnership Agreement ("Agreement" ) governs the entity (“Partner”) acquisition and partnership with Roulette Technologies Inc ("ZORP").
The Partner should carefully read the Partnership Agreement before signing an Order form with ZORP that references this Agreement.
In addition to being a Partner, the Partner will be subject to terms and conditions, policies, rules, or guidelines, that may be posted on the relevant part of the Service from time to time. Partner agrees not to use such parts of the Service without reading, understanding and accepting such additional terms as may be provided.
If the partner continues to avail the services of ZORP , accesses or consumes it, they signify and consent to this agreement.
The Purpose of the Agreement is to set forth the conditions under which ZORP provides Services to Partner and Partner hereby accepts the appointment, to be a non-exclusive distributor and has non-exclusive right to sub-license, market and otherwise distribute the Services subject to the conditions set out in this Agreement.
2.1 General Obligations
In order to promote mutual business, ZORP may provide certain information regarding potential customers to Partner. Partner will promptly contact potential customers and update the status of the potential customers provided by ZORP: (i) via Email and (ii) via the Partner Management Dashboard
2.2 No Harm
a. The Partner shall use commercially reasonable efforts to advertise, promote, offer and sublicense the Services in the Territory in a manner authorized by ZORP and which does not harm or damage the reputation of ZORP.
b. The Partner shall not, directly or indirectly, advertise, promote, offer, sublicense or provide any Services where such an act is at such time prohibited by any applicable laws or regulations.
c. The Partner shall, at its own expense, obtain all registrations, licenses, and permits required under any and all applicable laws to perform its obligations and duties, and to take benefit of its rights. The Partner agrees not to engage in any conduct which would cause ZORP to be in violation of any laws of any jurisdiction.
2.3 Marketing & Promotion
a. The Partner agrees to make all reasonable efforts to conduct marketing campaigns and other marketing activities for the promotion of ZORP Products. ZORP shall be providing assistance to the Partners for these marketing activities.
b. The Partner hereby agrees that ZORP shall retain all right and title to all copyrights, trademarks, or other intellectual property contained in marketing material(s) relating to the Services, whether such material is provided by ZORP to Partner, or created all or in part by (or on behalf of) the Partner.
c. Upon written notice to Partner, ZORP may, from time to time at its sole discretion, elect to (i) discontinue any Licensed Marks and/or (ii) replace any Licensed Marks with or use new or different trademarks or service marks (“New Marks”). Older marks shall continue to be ZORP’s intellectual property, but the Partner must discontinue their use in marketing and promotional materials.
d. At all times, the Partner undertakes to use the Licensed Marks in accordance with such quality standards and specifications agreed from time to time with ZORP as per the Trademark Use Policy. Failure to comply with the quality control standards and specifications shall be considered a material breach of the Agreement.
e. The Partner undertakes, in relation to its use of the Licensed Marks, that (i) it shall not change or modify the Licensed Marks, or create any design variation in the Licensed Marks; (ii) it shall not join any name, mark or logo with the Licensed Marks so as to form a composite trade name or mark; (iii) it shall not use the Licensed Marks in any manner that reflects improperly upon the Licensed Marks; and (iv) it shall not use any other mark that is confusingly similar to the Licensed Marks.
f. The Partner hereby agrees to use promotional materials in an effective manner to promote the distribution and marketing of the Services.
2.4 Resources
a. Partner shall ensure that all of its employees who are responsible for the marketing, sales, and technical support services for the Services have proper skill, training, and background, to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete all training programs.
b. The Partner shall be responsible for all expenses incurred by it in relation to the sub-licensing, distribution, and marketing of the Services.
c. The Partner shall ensure that Partner Personnel: (i) conduct themselves in a professional manner in support of ZORP’s policies, products, and business reputation; (ii) make no misleading or false representations regarding Services; and (iii) adopt no sales methods and make no representations with reference to the Services that are contrary to ZORP’s policies which may be notified by ZORP to the Partner from time to time.
2.5 Training and Technical Information
ZORP shall, if considered necessary, provide the Partner, and / or the Partner Personnel with such training in the use of the Services, as ZORP considers necessary to enable the Partner or the Partner Personnel to promote or provide the Services. ZORP however does not warrant that training or information provided pursuant to this clause will be sufficient to enable the Partner and / or the Partner Personnel to adequately respond to all queries or concerns raised by a Customer. The Partner acknowledges its responsibility to refer to ZORP, as necessary, queries or concerns raised or expressed by a Customer which the Partner is unable to answer. An additional charge may be payable by the Partner in respect of the training provided by ZORP or the preparation or presentation of information by ZORP.
2.6 Business Integrity Principles
a. Compliance with Laws: Each Party will conduct its respective business activities under the Agreement in full compliance with all applicable laws.
b. Business Conduct. Each Party must:
(a) conduct its business activities with integrity;
(b) comply with anti-corruption laws and other laws prohibiting bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering;
(c) ensure that none of its personnel and representatives directly or indirectly pays or offers to pay anything of value (including gifts, travel, hospitality, charitable donations, or employment) to any candidate for political office or to any official or employee (including elected officials or any private person acting on behalf of a public sector entity) of any governmental entity, public international organization, or political party, to improperly influence any act or decision of such person for the purpose of promoting the business interests of either Party ;
(d) refrain from making any unauthorized representation or commitment on behalf of the other Party ;
(e) ensure that all communications to its customers and to the other Party are complete, truthful, accurate, not misleading, and include any required disclosures; and
(f) refrain from retaliating against anyone who has, in good faith, reported a possible violation of the foregoing commitments.
c. Privacy and Data Security: With respect to any Personal Data transferred under the Agreement, Partner and ZORP agree that both Partner and ZORP are data controllers of the Personal Data that each Party independently processes for its own purposes. Without limiting the foregoing, each Party will: - comply with the obligations imposed on it under applicable Data Protection Laws in the Territory; - provide prominent notice of its privacy practices to Data Subjects and maintain prominent link to an online privacy policy on each page of its website and/or in a reasonable location within its application and will ensure that each notice and policy complies with the Agreement and applicable data protection laws; - upon termination of the Agreement, delete or return to the other all copies of Personal Data provided by the other Party except to the extent that such Party has the right or obligation under applicable data protection laws to retain Personal Data after termination; and - refrain from transmitting unsolicited commercial communications in any manner that would violate applicable laws or that would associate either Party with the other in an unauthorized manner.
2.7 Audit
The Partner will, upon reasonable notice and at the Partner’s expense, permit officers, employees and representatives of ZORP to access Partner’s premises, books, records, documents, equipment and other property relevant to the performance of the Agreement. Such access includes, but is not limited to, access for the purpose of liaison, reporting and inspection and for verification of compliance by the Partner and Partner Personnel with their obligations under the Agreement, as well as their likely capacity to continue to comply with their obligations in the future. Without limiting the foregoing, such audits may include, but need not be limited to, (a) invoices and receipts; (b) accounts for payment; (c) security and administration practices and facilities; (d) proof of Customer consent to Partner-Customer Agreement; (e) records of trainings; and (f) any other material relevant to determining the past and future effectiveness and viability of the Agreement and/or the discharge by the Partner of its obligations under the Agreement
2.8 Business Planning
Partner shall provide ZORP with a quarterly sales forecast and mutually agreed set of pre-sales activities for the purpose of business planning.
3.1 Partner Onboarding & fees
a. There are no Onboarding charges for being a ZORP Partner. The fees are subject to change from time to time upon the discretion of ZORP.
b. Refund:- There shall not be any refund of the Partnership fees or pre-paid credits or FC credits. In case, the Partner or ZORP terminates the agreement due to any reasons or breach of agreement, the Partnership fees shall not be refunded.
3.2 ZORP Reselling Services
a. The Partner shall distribute the Product warranty on ZORP Products. The prices of distribution shall be on the current prices distributed by ZORP from time to time.
b. In no event shall ZORP be responsible for development or implementation or consulting services provided by the Partner to the client or Customer.
3.3 ZORP Commission Disbursal
At the end of completion of each quarter from the effective date of the agreement, ZORP shall calculate the achieved target in that quarter of the Partner and shall disburse the commission to the Partner as per the level of Partnership of the Partner during the time of achievement of the target.
3.4 Partner Engagement Plan and benefits
a. ZORP shall strive to introduce the following benefits to all Partners subject to availability, partner levels and business practices, that may change from time to time:-
3.5 Territory of Listing
a. Territory of the listing shall be on the basis of country and shall be mentioned in the Order form.
b. The Partner can distribute ZORP reselling services within the Territory and outside the Territory as well.
c. The currency within the territory of India shall be in Indian Rupees (INR) and outside of India shall be in US dollars (USD). The territory of reselling ZORP Services shall be on the basis of where the Customer’s registered office is located.
4.1 Partner may provide its own value added services to Customers, combining Services with other products or services for its customers, independently at its own price. Pricing, scope and strategy for offering and/or providing Services shall be discussed and must be agreed in advance by both parties for each Customer as per such Customer’s requirements.
4.2 Partners shall be responsible to distribute ZORP services at the listed prices provided by ZORP from time to time. Any value added services such as development, implementation of ZORP products can be priced by Partners according to their suitability.
4.3 All prospective customers must be registered by the Partner in accordance with Section 2.10 of the Agreement. ZORP reserves the right to reject or refuse permission to the Partner for the sale, sublicensing or provision of any Service to such prospective customer.
5.1 Company's Ownership
a. Proprietary Notices: Neither Party will remove any copyright, trademark, patent, or similar notices from the other Party’s materials without the express written consent of the other Party.
b. No Reverse Engineering: Each Party agrees not to reverse engineer, decompile, or disassemble any of the other Party’s products or services (including Services), except and only to the extent expressly permitted by applicable laws. Each Party agrees to promptly report to the other Party any suspected unauthorized access, or infringement of copyright, trademark, patent, or other intellectual property rights owned or licensed by the other party and agrees to promptly and reasonably cooperate with the other Party in the investigation of such unauthorized activities.
c. No Derivative Works. Each Party agrees that it shall not create any derivative works based on the other Party’s properties and intellectual property rights except as explicitly authorized under this Agreement.
d. Reservation of Rights: Except as otherwise expressly granted in the Agreement: (i) each Party owns and retains all rights, title, or interest in and to its own respective intellectual and other proprietary rights, and neither Party grants such rights to the other Party whether by implication, statute, estoppel or otherwise. Nothing in this Agreement shall be construed to grant to the Partner, and the Partner shall not claim, any rights, title, ownership or interest in and to ZORP marketing and promotional materials, or in ZORP’s copyrighted material, trademark(s), or other intellectual property, other than those express and specific rights granted under this Agreement.
e. Claims for which ZORP Is Not Responsible: ZORP has no obligation, and Partner shall be the sole responsible party, regarding any claim based on any of the following:
i. anything provided by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer that is incorporated into a product or service, or ZORP’s compliance with any designs, specifications, or instructions provided by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer;
ii. use of a product or service other than in accordance with its applicable licenses and restrictions or use of a non-current version or release of the software, to the extent a claim could have been avoided by using the current release or version;
iii. any modification of a Service made by Partner, Partner’s Customer, or a third party on behalf of Partner or Partner’s Customer, or the combination, operation, or use of a Service with any other product or service, hardware device, program, data, apparatus, method, or process;
iv. the distribution, operation, sublicensing, or use of a Service to or for the benefit of any third party, except to the extent that such distribution, operation, sublicensing or use is done as explicitly permitted under this Agreement.
5.2 Restrictions
The Partner shall not at any time acquire a registration, or file and prosecute, a trademark application or applications to register any trade or service marks or any domain name that uses, is derived from or is otherwise identical or confusingly similar to any of the Licensed Marks, for any goods or services anywhere in the world.
The Partner shall indemnify, hold harmless and, at no expense to ZORP, defend ZORP and its Affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and court) arising from, or related in any manner whatsoever from
a. any actual or alleged breach of this Agreement; and/or
b. any actual or alleged infringement or other violation of a third party's intellectual property rights by the Partner.
7.1 Except as explicitly provided otherwise under the Agreement or any part thereof, neither Party shall be liable to the other Party for any claims, losses, disputes, suits or causes of action (collectively, “claims”) based on, or arising out of:
a. any loss, suspension or interruption of Service;
b. the performance of Services as instructed by the other Party or as required under the Agreement;
c. any injury to property or otherwise;
d. any failure of either Party’s website or online service;
e. any errors in or in connection with either Party’s website;
f. any lack of access to either Party’s website or online service; or
g. any breach of security resulting in loss of User Data, except as required under a Data Protection Law.
Each Party may interrupt its website or online service at any time to perform maintenance, to address security breaches, or for any other reason, or no reason at all, with no liability to the other party whatsoever. The liabilities limited by this section include, without limitation, liability for negligence.
7.2 Limitation on the amount of damages
In no event shall the cumulative damages to which either Party may be entitled under this agreement, regardless of the legal theory on which such damages may be based, exceed the amount paid (and dues accrued) by Partner to ZORP in the twelve (12) months immediately preceding the date on which the claim first arose. The existence of more than one (1) claim during the term hereof will not enlarge this limit.
8.1 Term
The initial term of this Agreement shall be for a period of One (1) year, commencing from the Effective Date (“Initial Term”). Unless terminated earlier, this Agreement may be renewed for an equal term with mutual consent of both Parties (“Renewal Term”). Collectively, the Initial Term and the Renewal Term are referred to in this Agreement as “Term”.
8.2 Termination by ZORP
ZORP may terminate this Agreement immediately and without further notice in the event that:
a. Partner fails to perform any of the Partner’s obligations under this Agreement or is otherwise in default hereunder;
b. Any conduct or proposed conduct of Partner exposes or threatens to expose ZORP to any liability or obligation, including any obligation under the law; or
c. Partner fails to perform its obligations under this Agreement in a fair, professional and workmanlike manner.
d. Partner can be terminated if Suspension has been given to the Partner but the Partner is in continuous breach of the Agreement or not following the obligation bestowed on him through the partnership.
e. In case the Partner is considered to Misuse or Mishandle customer data it shall be considered a material breach of the agreement and can lead to termination of the agreement.
f. Discrepancies in relation to the legal entity of the Partner.
8.3 Termination by Partner
Partner may terminate this Agreement upon thirty (30) days written notice to ZORP in the event that ZORP notifies Partner of an amendment to this Agreement or an Annexure to the Partnership Agreement, and Partner does not agree to such an amendment.
8.4 Termination by Either Parties
This Agreement may be terminated by either Party at any time, by a written notice being provided by the Party wishing to terminate this Agreement to the other Party, as follows:
a. By either Party in the event that the other Party is in material breach of this Agreement, and has failed within Thirty (30) days after receipt of such written notice thereof from the non-breaching Party to cure such breach;
b. If either Party becomes the subject of any voluntary or involuntary bankruptcy, receivership or any other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors; or
c. If the Partner sells or assigns any of its rights and/or obligations under this Agreement without the prior written consent of ZORP, or if there is a material change in the control of the Partner.
d. Either Party can terminate the Agreement with prior written notice of thirty (30) days to the other party without any cause(s)
8.5 Effect of Termination
a. The Partner hereby agrees that upon written notice of termination of this Agreement, the Partner will cease all sales, marketing, and distribution of the Services.
b. The Partner hereby agrees to remit to ZORP all amounts due and payable without any further notice or demand by ZORP upon written notice of termination of the Agreement. Partner further agrees to reimburse ZORP for any reasonable attorneys’ fees and legal expenses incurred for the collection of any such amounts due and payable to ZORP.
c. The Partner hereby agrees to cease use of any intellectual property of ZORP upon written notice of termination of this Agreement, including but not limited to, all Licensed Marks, New Marks, and all other trademarks and designs.
d. Customer accounts created prior to the date of termination shall be allowed to choose between: (i) termination of their account; and (ii) continuation of their account with direct payments to ZORP under an agreement between ZORP and such Customer. In the case of the latter, the Partner shall not be provided with any further benefit for such an account, including but not limited to revenue sharing for such accounts.
9.1 Independent Contractors
The Parties are independent contractors. Any use of the term “Partner” is for convenience only. The Parties are independent contractors and do not intend to create an employer-employee relationship, joint venture, agency relationship, or fiduciary relationship.
9.2 Costs
Each Party shall bear its own costs of performance under the Agreement unless explicitly specified otherwise in this Agreement.
9.3 Publicity
Neither Party may disclose the terms of the Agreement to any third party without the other Party’s prior written approval.
9.4 Confidentiality
The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
9.5 Notices
Any notice or other communication required or permitted hereunder shall be in writing, and shall be delivered personally, or sent by certified, registered, or express mail, postage prepaid to ZORP in the following address:
Address:- Attn: 16192 Coastal Highway, Lewes, Delaware 19958
Email Id:- legal@zorp.one
9.6 Entire Agreement
The Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements, memoranda, understandings, and undertakings between the Parties relating to the subject matter of this Agreement.
9.7 Force Majeure
Neither ZORP nor Partner shall be liable for any delays in their performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, explosion, power blackout, earthquake, flood, severe storms, riots, strike, embargo, labour disputes, acts of civil or military authority, pandemic, war, terrorism (including cyber-terrorism), acts of God, judicial action, unavailability or shortages of materials or equipment, failures or delays in delivery of vendors and suppliers or delays in transportation, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in applicable laws or other acts of government) (each a “Force Majeure Event”) that affect the performance under this Agreement. Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected Party.
9.8 Amendments
ZORP may modify the terms of this Agreement, including the Annexures to this Agreement, from time to time. Unless specifically stated otherwise in this Agreement, ZORP will provide the Partner no less than forty-five (45) days’ prior notice before such changes become effective. Any modification to this Agreement will have a prospective effect only.
9.9 Arbitration, Jurisdiction, and Applicable Law.
This Agreement shall be construed in accordance with the laws of India. Both Parties shall make every effort to resolve all differences amicably, taking into consideration the cause for which the Parties have proposed to work together. In the event of any unresolved dispute, the same shall be settled in accordance with The Arbitration and Conciliation Act, 1996 (as amended or replaced by another legislation), by appointing a sole arbitrator with mutual consent. In case the Parties fail to appoint an arbitrator within sixty (60) days of notice for initiation of arbitration or notice for appointment of an arbitrator, an arbitrator may be appointed by a court of appropriate jurisdiction in Mumbai, India. The decision of the arbitrator shall be final and binding upon the Parties. The Parties shall bear their own individual costs, and the costs of the arbitration shall be borne equally by the Parties. The venue of arbitration and the seat of arbitration shall only be in Mumbai. The language of the arbitration shall be English. The courts in Mumbai, India shall have sole and exclusive jurisdiction over all disputes arising out of, or related to, this Agreement.
The taxation clause shall be applicable in accordance with the territorial location of the Partner:
10.1 Taxation for Indian Partners
Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value-added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Partner is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then the Partner must notify the same to ZORP and must wait for ZORP’s approval prior to the payment. ZORP reserves the right to request more information, request proof of deduction, or deny any approval under this clause.
10.2 Taxation for Non-Indian Partners
Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value-added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Customer is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then the Customer agrees to increase the amount payable to ZORP by the amount of such taxes so that ZORP receives the full amount of all moneys due under this Agreement and all Order Forms.
All terms and conditions specified in Order Terms shall apply to the Partnership provided under such Order Terms. Order Terms are incorporated into this Agreement by reference and are legally binding. Order Terms may include any or all of the following:
If You have any questions or comments about this Agreement, You can contact Our legal officer at legal@zorp.one