Reseller Agreement. Know your partnership.

Last updated on 11 September 2023

AGREEMENT

These Terms and conditions for Reseller ("Terms" or “Agreement”) constitute a legally binding agreement between Reseller , you, or the entity you represent (“Reseller “ or “"PARTNER"” or "You" or "Your"), and ZEAZONZ TECHNOLOGIES PTE LTD (“ZEAZONZ” ,"Callgoose", "Us", "We" or "Our"). By accepting these Terms, either by clicking to signify acceptance, establishing a reseller sales user account, or simply by using Our Reseller sales services, or by entering into a contract to resell the callgoose services, partner:

1. Acknowledges that partner has read and understands this agreement.
2. Represents and warrants that partner has the right, power, and authority to enter into this agreement.
3. Accepts this agreement and agrees that partner is legally bound by its terms.

if partner does not agree with the terms, partner should not indicate acceptance and partner must not participate in the Callgoose referral program.

now, therefore, in consideration of these mutual considerations recited herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms not defined herein have the meaning set forth in the Order Form.

1.1 "Applicable Law" or "Law"

means, for all countries, all national, federal, state, provincial, and local: (i) laws (including common law), ordinances, regulations, and codes; and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance, and other official releases of any regulator that are applicable to Callgoose and Partner, Partner's products and services, or any other matters relating to the subject matter of this Agreement. Without limiting the foregoing, Applicable Law includes; (a) all data protection, privacy, or similar laws and regulations anywhere in the world applicable to persons in possession of Personal Data or to the processing of Personal Data; (b) any bribery, fraud, kickback, or other similar anti-corruption law or regulation of any applicable country, including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act and the regulations promulgated thereunder; and (c) Singapore laws.

1.2 "Affiliate"

means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the Party. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the Party.

1.3 "Agreement"

means this Callgoose Reseller Agreement together with the Callgoose Partner Program Guide, Order Form or any other additional agreement associated with this Reseller program.

1.4 "Customer"

means the entity set forth above that matches the entity set forth in the Order Form that purchases the Services from Partner for Customer's own productive use and not for redistribution or resale.

1.5 "Marks"

mean a Party's name, trademarks, logos, and service marks.

1.6 "Order Form"

means the Callgoose order form submitted by Partner to Callgoose for the purchase of Services for the Customer and is governed by this Callgoose Reseller Agreement, the Program Guide, terms and conditions set forth in the Order Form or any other additional agreement associated with this Reseller program.

1.7 "Callgoose Partner Program Guide" or "Program Guide"

means the then-current Callgoose Program Guide that may be amended from time to time by Callgoose at Callgoose's discretion and includes other documentation and supplemental materials that Callgoose may provide to Partner that at the time of distribution is designated as part of the Program Guide. The Program Guide and all documentation provided thereto are Callgoose's Confidential Information. Partner is expressly prohibited from disclosing the Program Guide to any third party, including without limitation any Customer.

1.8 "Callgoose Terms of Use"

means the terms, conditions, and policies available at https://www.Callgoose.com/home/terms-of-use/ allowing the Customer to use the Services set forth in the Order Form, which URL location and content may be updated from time to time by Callgoose.

1.9 "Callgoose SaaS Platform Products” or “CSPP”

means Callgoose products that are accessed via the Callgoose cloud platform.

1.10 "Personal Data"

means personal information about an identifiable person obtained by Partner in connection with its obligations under or otherwise pursuant to this Agreement or Program Addendum, including without limitation any such personal information about a Customer or their personnel.

1.11 "Services"

means CSPP and any applicable support or professional services performed by Callgoose as detailed in a statement of work, or any other written form agreed to by the Parties and signed by their authorized representatives ("Professional Services"), and as set forth in the Order Form.

2. ONE-TIME APPOINTMENT

2.1 Grant of Reselling Rights

Subject to Partner's full compliance with all the terms and conditions stipulated in this Agreement, Callgoose hereby confers upon Partner a one-time, non-exclusive, non-transferable, and non-sublicensable authorization to resell Callgoose Services exclusively to the Customer. Such resale is restricted to the utilization of said Services by the Customer, strictly in accordance with the Callgoose Customer Terms of Use. It is expressly clarified that this reselling right does not extend to any other end user, services, or products, including, but not limited to, sales to affiliated organizations, affiliates, or any subsequent, additional, or renewed sales to the same Customer. Partner is exclusively permitted to resell Services procured directly from Callgoose and is expressly prohibited from engaging in indirect resale of Services through any third party to any Customer.

2.2 Non-Exclusivity and No Interference

The Parties mutually acknowledge and agree that this Agreement is non-exclusive in nature, and neither Party shall be precluded from entering into similar arrangements with other entities or parties. The provisions herein shall not in any manner impede Callgoose's existing relationship with its current Customers, nor shall it serve as a prohibition against Callgoose establishing a direct relationship with any Customer in the future.

3. ORDER CREATION PROCEDURE

3.1 Initiation of Order Creation

The Partner shall be under an obligation to commence the Order Creation process by means of the Partner's portal. Callgoose, in response, will evaluate the Order for approval or decline. In the event of approval, Callgoose will provide the Partner with a formal quotation and any relevant information, as determined by Callgoose. This information shall include a defined timeframe within which the quotation remains valid. Should there be no specific timing or expiration date stipulated, the approval of the Order creation, along with the quotation, will automatically expire thirty (30) days from the date of Callgoose's approval. The Partner is required to make payment for the approved Order amount to Callgoose before the Order expires

3.2 Order Expiration

In the event that submitted Order Forms have lapsed or expired, the Partner shall be required to initiate a new Order. In cases where multiple Partners have initiated Orders, Callgoose shall have the discretion to select the most suitable Partner for the given opportunity.

3.3 Callgoose's Discretion

Notwithstanding any provisions to the contrary, it is clearly understood that Callgoose reserves the exclusive right to refuse the sale of Callgoose Services to either a Partner or a Customer, as deemed appropriate."

4. PARTNER RESPONSIBILITIES

4.1 Callgoose Customer Terms Obligation

4.1.1 Pre-Order Form Requirements :

Prior to the submission of an Order Form to Callgoose, Partner acknowledges and agrees to fulfill the following obligations:

1. Provision of Callgoose Terms : Partner shall furnish the Customer with either a copy of, or a hyperlink to, the Callgoose Terms of Use and Privacy Policy, which URL location and content may be updated from time to time by Callgoose, prior to the commencement of Services delivery by Callgoose.
2. Notification of Terms and Conditions : Partner shall formally apprise the Customer that their utilization of the Services is subject to the terms and conditions outlined in the Callgoose Terms of Use.
3. Inclusion in Ordering Agreements : Partner shall incorporate either a copy of, or a hyperlink to, the Callgoose Terms of Use and Privacy Policy in each contractual agreement entered into between Partner and the Customer.

4.2 Quote and Pricing

4.2.1 Issuance of Quotation :

Callgoose shall provide Partner with a quotation specifying the fee for the Services and the expiry date of the quotation and the Order.

4.2.2 Pricing Autonomy :

Partner retains sole discretion in establishing the pricing at which it offers the Services to the Customer.

4.3 Compliance with Agreement

4.3.1 Adherence to Agreement Terms :

Partner commits to continuously adhere to the terms and conditions stipulated within this Agreement, which encompasses the Callgoose Reseller Agreement, Program Guide, and any associated Order Form. In the event of a conflict between these documents, the following hierarchy shall govern: the Order Form shall take precedence, followed by the Program Guide, and finally, the Callgoose Reseller Agreement.

4.4 Restrictions

4.3.1 Authorized Representation :

Partner shall refrain from, and shall not permit any third party to

1. Represent Callgoose Beyond Agreement Scope : Act on behalf of Callgoose in any manner other than explicitly prescribed within this Agreement.
2. Integrity and Performance Preservation : Interfere with or disrupt the integrity or performance of the Services.
3. Third-Party Benefit : Utilize the Services for the benefit of any third party, including operating as a service bureau, ASP, or hosting service.
4. Unauthorized Access Attempts : Attempt to gain unauthorized access to the Services or their related systems or networks.
5. Unauthorized Monitoring or Benchmarking : Access, or permit access to, the Services for purposes such as monitoring their availability, performance, functionality, benchmarking, or any other competitive assessments.

6. Competitive Product or Service : Access or use the Services with the intention of:

   1. Competitive Product Development : Developing a competitive product or service
   2. Feature, Function, or Data Replication : Copying any features, functions, graphics, data, or information inherent to the Services.

5. CALLGOOSE RESPONSIBILITIES

5.1 Service Provision and Support

Callgoose undertakes the responsibility to provide and support the Services to the Customer in strict compliance with the stipulations articulated within the Callgoose Customer Agreement, which Callgoose has duly executed with the Customer.

5.2 Service Provision and Invoicing

Callgoose shall be responsible for the provisioning of the Services specified in the accepted Order Form and shall issue invoices to Partner for such Services.

6. ORDER FORM

6.1 Acceptance of Agreement Terms

In conjunction with the submission of an Order Form, Partner hereby affirms its acceptance of the terms and conditions detailed within this Agreement. Partner further commits to ensuring that the Customer has concurred with and consented to the Callgoose Terms of Use.

7. PAYMENT; TAX; AUDITS.

7.1 Acceptance of Agreement Terms

7.1.1 Fee Payment Obligation

Partner shall fulfill its obligation by remitting all fees as delineated within the Order Form.

7.1.2 Invoicing and Payment Terms

Upon the acceptance of the Order Form, Callgoose shall duly issue an invoice to Partner in United States Dollars (USD) for the Services. Unless expressly stipulated otherwise in the Order Form, Partner is required to settle the entire plan amount in order to access and utilize the Services.

7.1.3 Non-Cancelable and Non-Refundable Fees :

It is explicitly stated that all fees outlined in this Agreement are non-cancelable and non-refundable. Furthermore, these fees must be remitted without any possibility of recoupment or set-off.

7.1.4 Credit Risk Assumption :

Partner assumes the responsibility for collecting payment from the Customer and shall bear the full credit risk associated with payments from said Customer. In the event that any fees remain outstanding beyond the due date, Callgoose, in addition to its other available rights and remedies, reserves the right to suspend the provision of any Services and/or the Customer's access to the Services until such outstanding amounts are settled in full.

7.2 Taxes

7.2.1 Tax Inclusion in Fees :

Unless explicitly specified otherwise, the fees established by Callgoose do not encompass any taxes, levies, duties, or analogous governmental assessments, encompassing but not limited to, value-added, sales, use, or withholding taxes, which may be imposed by any local, state, provincial, federal, or foreign jurisdiction (collectively referred to as "Taxes"). Partner assumes the responsibility for the payment of all Taxes associated with its acquisitions under this Agreement.

7.2.2 Callgoose Tax Liability :

In instances where Callgoose is legally obligated to remit or collect Taxes that Partner is responsible for under this provision, the requisite amount shall be invoiced to and settled by Partner, as previously specified. This shall hold true unless Partner furnishes Callgoose with a valid tax exemption certificate authorized by the relevant taxing authority.

7.3 Records

7.3.1 Recordkeeping Obligation :

Partner commits to maintaining comprehensive and accurate records, in accordance with generally accepted accounting principles, concerning matters essential for the assurance of Partner's compliance with this Agreement. This includes, but is not limited to, ensuring that Customer has formally agreed to the Callgoose Terms of Use before accessing the Services.

7.3.2 Audit Rights :

Callgoose shall possess the right, at its own expense and upon providing reasonable advance notice, to periodically conduct inspections and audits of Partner's records, as well as those of the Customer, in relation to matters governed by this Agreement. Should such an inspection and audit reveal any underpayment by Partner to Callgoose for amounts due and payable during the audited period, Partner shall promptly remit the necessary funds to rectify the underpayment. Additionally, interest shall be charged at a rate of 1.5% of the outstanding balance, or the maximum rate permitted by law, from the due date until the date of payment. These inspection and audit rights shall remain in effect throughout the term of this Agreement and for a period of three (3) years thereafter.

8. DELIVERY; RENEWALS

8.1 Service Delivery

8.1.1 Upon Execution of the Order Form :

Upon the reception of a fully executed Order Form, Callgoose will proceed to generate a unique code designated for the Customer and provide it to the Partner. Either the Partner or the Customer is responsible for the creation of a Callgoose account using the provided unique code exclusively for the particular Customer's use. The validity period of the unique code shall be displayed at the time of generation. In the absence of a specified validity period, the unique code shall automatically expire after 60 calendar days. If the unique code expires, the Partner must regenerate the code. In the event of any changes in the Plan details or Plan amount as per Callgoose Pricing, the Partner is obligated to settle any outstanding differences in payment with Callgoose before being permitted to regenerate the code following the expiration of the unique code.

8.2 Renewals

8.2.1 Renewal Eligibility :

8.2.2 Renewal Terms and Notices :

9. TERM AND TERMINATION

9.1 Term

9.1.1 Commencement :

This Agreement shall commence on the date when the pertinent Order Form is accepted by Callgoose, denoted as "Partner Acceptance."

9.1.2 Effective Period :

This Agreement shall commence on the date when the pertinent Order Form is accepted by Callgoose, denoted as "Partner Acceptance."

1. Services Delivery and Payment: Upon the successful delivery of Services to the Customer by Callgoose and the receipt of payment for said Services by Partner, provided, however, that Callgoose retains the prerogative to terminate this Agreement upon five (5) days' written notice to Partner in the event of a material breach of this Agreement by Partner or upon Partner's insolvency.

9.2 Effect of Termination

9.2.1 Post-Termination Services

9.2.2 Survival of Rights and Obligations

10. INTELLECTUAL PROPERTY

10.1 Ownership

10.1.1 Intellectual Property Acknowledgment

Partner hereby acknowledges and affirms that Callgoose, along with its third-party licensors, holds proprietary rights in connection with the intellectual property associated with the Services. Save for the rights explicitly conferred within this Agreement, neither Callgoose nor its third-party licensors shall transfer their intellectual property rights concerning the Services to Partner, any Customer, or any other third party. Callgoose and its third-party licensors exclusively retain all rights, title, and interest, including, but not limited to, intellectual property rights, in and to the Services.

10.2 No Implied Licenses

10.2.1 Explicit Licensing Terms

With the exception of the license pertaining to Marks as outlined in Section 10.3 (Marks License and Use) below, the Services are made available under the precise terms of the licenses delineated within the Callgoose Terms of Use. Notwithstanding the limited rights and licenses expressly granted within this Agreement, no provision within this Agreement, whether by implication, waiver, estoppel, or any other means, bestows upon Partner or any third party any intellectual property rights or any other right, title, or interest in or to the Services. Callgoose and its third-party licensors, acting as licensors, expressly reserve all rights not explicitly granted herein. Any usage within this Agreement of terms such as "sell," "sale," "resell," "resale," "purchase," "price," or similar terms is understood to refer to the acquisition or sale of a license.

10.3 Marks License and Use

10.3.1 Callgoose Marks

10.3.2 Partner Marks

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representation and Warranties

11.1.1 Corporate Existence and Authority

Each Party affirms, warrants, and commits to the other Party that:

1. It is duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of its incorporation or organization.
2. It possesses complete right, authority, and power to enter into and fulfill its obligations under this Agreement, as well as to grant the rights, licenses, and authorizations mandated by this Agreement.
3. The execution of this Agreement by the representative, whose signature is affixed at the conclusion of this Agreement, has been duly authorized through all requisite corporate or organizational actions on the part of the Party in question.
4. Upon execution and delivery by both Parties, this Agreement shall constitute a legally binding, valid, and enforceable obligation of the Party concerned, enforceable against said Party in accordance with its terms.
5. It shall not pass on the representations and warranties of the other Party.

11.2 Partner Representation and Warranties

11.2.1 Partner's Declarations

Partner hereby represents, warrants, and obligates itself to Callgoose as follows:

1. Partner shall not present itself as an agent or employee of Callgoose and agrees that Callgoose holds primary control over all communications with the Customer pertaining to the Services.
2. Partner shall refrain from making any representations regarding Callgoose or the Services unless expressly permitted by the terms of this Agreement.
3. Partner shall not engage in any deceptive, misleading, illegal, or unethical practices that could be detrimental to Callgoose or its Services. Partner further agrees to abide by all applicable federal, state, and local laws and regulations while fulfilling its duties under this Agreement.

11.3 Callgoose Representation and Warranties

11.3.1 Callgoose's Assurance

Callgoose warrants and assures that:

1. The personnel responsible for delivering any Professional Services possess the requisite skill, competence, and experience to provide such Professional Services.
2. The Professional Services shall be executed in a proficient manner consistent with the industry's established standards.

11.4 Callgoose Representation and Warranties

11.4.1 Service and Product Disclaimer

Callgoose's Services, Documentation, Information, and Materials are provided on an "AS IS," "WHERE IS," and "WITH ALL FAULTS" basis. Callgoose explicitly disclaims all implied warranties, including those of merchantability, fitness for a particular purpose, title, and non-infringement, as well as any warranties stemming from course of dealing, usage, or trade practice. Furthermore, Callgoose makes no warranty of any kind regarding the Services, Documentation, or any other products, information, or materials provided, including any results arising from their utilization. Callgoose does not guarantee that the Services, Documentation, and other products, information, and materials will meet a Party's or other persons' requirements, operate without interruption, achieve any intended result, be compatible with any software, systems, or other services, or be secure, accurate, complete, free of harmful code, or error-free.

11.4.2 Internet and Electronic Communication Disclaimer:

Moreover, Services and other materials may be subject to inherent limitations, delays, and other issues associated with the use of the internet and electronic communications. Callgoose shall not be held responsible for any delays, delivery failures, or other damage resulting from such issues.

11.4.3 Legal Jurisdiction Variations:

It is important to note that certain jurisdictions may not permit the exclusion of implied warranties or limitations on the duration of implied warranties. Consequently, the above limitations may not be applicable in those jurisdictions. In such instances, these warranties are restricted in duration to the minimum period mandated by law, and no warranties are applicable after said period. Parties may retain additional rights that may vary according to jurisdiction.

12. CONFIDENTIAL INFORMATION

12.1 Definition of Confidential Information

12.1.1 Scope of Confidential Information

As used herein, "Confidential Information" refers to all confidential information, whether disclosed orally or in writing, by one Party ("Disclosing Party") to the other Party ("Receiving Party"). Confidential Information includes information that is expressly designated as confidential, as well as information that, given its nature and the circumstances surrounding its disclosure, would reasonably be understood to be confidential. Confidential Information pertaining to each Party encompasses, but is not limited to, the terms and conditions of this Agreement, as well as business and marketing strategies, research, development efforts, provided services, customer data, customer lists, designs, drawings, technology, technical details, products, software, innovations, processes, formulas, financial data, and business methodologies of that Party. Additionally, Callgoose's Confidential Information encompasses documentation and specifications associated with the Services, as well as any other materials furnished or made accessible to Partner.

12.1.2 Exclusions from Confidential Information

However, Confidential Information shall not encompass any information that:

1. Is publicly disclosed or becomes generally known to the public without a breach of any obligation owed to the Disclosing Party.
2. Was already within the knowledge of the Receiving Party prior to its disclosure by the Disclosing Party without any breach of obligations owed to the Disclosing Party.
3. Is received from a third party without any breach of obligations owed to the Disclosing Party.
4. Is independently developed by the Receiving Party without the use of or access to the Confidential Information of the Disclosing Party.

12.2 Obligations Regarding Confidential Information

12.2.1 Duty of Care

Unless expressly authorized in writing by the Disclosing Party:

1. The Receiving Party shall employ the same degree of care it employs to safeguard its own confidential information of a similar nature, which in no event shall be less than reasonable care. The Receiving Party shall refrain from disclosing any Confidential Information of the Disclosing Party or employing it for purposes outside the scope of this Agreement.
2. The Receiving Party shall restrict access to the Confidential Information of the Disclosing Party solely to those of its employees, contractors, and agents who require such access for purposes consistent with this Agreement. These individuals must have executed confidentiality agreements with the Receiving Party containing protections that are no less rigorous than those outlined herein, and the Receiving Party shall remain fully liable for their compliance.

12.3 Disclosure Compelled by Law

12.3.1 Legal Obligations

The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled by law to do so. However, the Receiving Party shall provide the Disclosing Party with advance written notice of any such disclosure (to the extent not legally prohibited) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.

12.4 Equitable Relief

12.4.1 Breach Consequences

Both Parties acknowledge that determining the extent of damages in the event of a potential or actual breach of this Section 12 (Confidential Information) would be challenging or impossible. Furthermore, it is understood that there may be no adequate remedy available under the law in the event of such a breach. Therefore, both Parties agree that in the event of a breach of this Section 12 (Confidential Information), the other Party may be entitled to specific performance and injunctive or other equitable relief, in addition to any other remedies available at law or in equity. Such relief shall be supplementary to, and not a substitution for, monetary damages.

13. INDEMNIFICATION

13.1 Indemnification by Callgoose

13.1.1 Defense and Indemnification

Callgoose shall undertake the defense and indemnification of Partner, as well as its respective officers, directors, agents, and employees, against any claims, actions, or other legal proceedings initiated by a Customer alleging:

1. That the unaltered Callgoose Services, its authorized distribution, or use, infringes upon any third-party copyright, patent, trade secret, or any other contractual or proprietary right.
2. Any violation by Callgoose of the Callgoose Terms of Use.

However, Callgoose shall not be obliged to defend and indemnify Partner under subsection (i) in cases where a Customer:

1. Utilizes the Services in a manner not otherwise authorized under the Callgoose Terms of Use, or for a purpose or in a manner for which the technology, products, or Services were not originally designed.
2. Combines the Services with technology, products, or services not provided by Callgoose.
3. Implements any alteration to Callgoose's Services without the express written consent of Callgoose.
4. Implements modifications performed by Callgoose at the specific request of the Customer.

13.2 Indemnification by Partner

13.2.1 Defense, Indemnification, and Hold Harmless

Partner shall undertake the defense, indemnification, and holding harmless of Callgoose, its Affiliates, and their respective officers, directors, agents, and employees against any claims, actions, or other legal proceedings initiated by a third party, resulting from any loss, damage, liability, or expense (including, but not limited to, attorneys' fees), arising out of:

13.3 Indemnification Procedure

13.3.1 Procedure for Indemnification

As a precondition to the obligations of the indemnifying Party ("Indemnifying Party") under this Section 13 (the "Indemnification Procedure"), the Party seeking indemnification ("Indemnified Party") must:

1. Promptly provide written notice to the Indemnifying Party regarding any claims, actions, or other legal proceedings ("Claims") for which indemnification is sought (provided that any delay in notification shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent that such delay actually impairs its ability to defend).
2. Reasonably cooperate with the Indemnifying Party, at the expense of the Indemnifying Party, in connection with the defense and resolution of such Claims.
3. Allow the Indemnifying Party to assume control over the defense and resolution of the Claim; provided, however, that the Indemnifying Party shall not enter into any settlement or compromise that would impose any obligation or liability on the Indemnified Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed.

The duty of the Indemnifying Party to undertake the defense arises immediately, regardless of whether the Indemnified Party has made any payments or suffered any losses related, directly or indirectly, to any third-party claim. If any Claim subject to this Section 13 (Indemnification Procedure) is settled by the Indemnifying Party or with its approval, the Indemnifying Party shall pay any amounts to any third party as agreed upon in the settlement of such Claims. The Indemnified Party may, at its sole expense, participate in the defense or settlement of the Claim with counsel of its own choice; however, the defense and settlement shall at all times be under the exclusive control of the Indemnifying Party as specified in this Section 13.3(c) above.

SOLE REMEDY

13.4 Exclusive Remedy

This Section 13 (Indemnification) establishes the complete liability and obligation of the Indemnifying Party and constitutes the sole and exclusive remedy for the Indemnified Party in relation to any damages covered under this Section 13.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages

14.1.1 Exclusion of Indirect and Consequential Damages

Except as prohibited by applicable law, neither Party shall be liable for any indirect, incidental, special, or consequential damages, including, but not limited to, loss of profits, whether in a contract or tort action (including negligence), even if such Party has been advised of the possibility of such damages, with the exception of claims arising from a breach by either Party of Section 12 (Confidential Information) or the indemnification obligations under Section 13 (Indemnification).

14.1.2 Limitation of Liability Amount:

Except where prohibited by applicable law, in no event shall Callgoose be liable for any amounts exceeding the total fees paid to Callgoose by Partner for the Order Form giving rise to the claim.

14.2 Material Inducement

14.2.1 Significance of Limitation of Liability

The Parties acknowledge that the limitation of liability set forth herein has been included as a material inducement for the Parties to enter into this Agreement. The Parties affirm that they would not have entered into this Agreement or any other agreement if not for the limitations of liability as delineated herein.

15. COMPLIANCE WITH APPLICABLE LAWS

15.1 Compliance Obligations

Each Party commits to complying with all applicable laws that may pertain to the relationship contemplated under this Agreement. Without limiting the foregoing, each Party shall implement suitable technical and organizational security measures to prevent unauthorized or unlawful processing of Personal Data and to safeguard against accidental loss, destruction, or damage to such Personal Data.

15.2 Additional Privacy Obligations of Partner

15.2.1 Privacy Policies and Adherence

Partner shall maintain privacy policies that afford at least the level of protection to Personal Data as specified in Callgoose's Privacy Policy found at https://www.callgoose.com/home/privacy-policy. Partner shall adhere to such policies at all times.

15.2.2 Limited Disclosure of Personal Data to Callgoose

Partner shall only disclose Personal Data to Callgoose as necessary for the fulfillment of Callgoose's activities under this Agreement.

15.2.3 Notification of Unauthorized Access

Partner shall promptly notify Callgoose of any unauthorized access to Personal Data from all Partner servers, whether owned, leased, or otherwise utilized by Partner for the storage of Personal Data.

16. GENERAL

16.1 Governing Law and Jurisdiction

16.1.1 Applicable Law

Any claim arising from our website or services shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

16.1.2 Exclusive Jurisdiction

In the event of disputes or differences arising in relation to this agreement, the Civil Courts located in the city where Callgoose is situated shall have exclusive jurisdiction.

16.1.3 Consent to Jurisdiction

By utilizing our website or services, you explicitly agree to submit to the exclusive jurisdiction of the Singapore courts located in the city where Callgoose is situated for the resolution of any disputes or legal matters pertaining to this agreement.

16.2 Attorney Fees

In the event that any legal suit, action, or proceeding is initiated by one Party against the other Party, the prevailing Party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action, or proceeding, including reasonable attorneys' fees, expenses, and court costs.

16.3 Further Assurances

Each Party and their respective Affiliates shall execute and deliver additional documents, instruments, conveyances, and assurances, and take such further actions as may be required to fulfill the provisions hereof and give effect to the transactions contemplated herein.

16.4 Public Announcements

Unless otherwise mandated by applicable law or stock exchange requirements, Partner shall refrain from making any public announcements regarding this Agreement or the transactions contemplated hereby or engaging in communications with any news media without the prior written consent of Callgoose.

16.5 Notices

Except as otherwise expressly specified in this Agreement, any notice, request, consent, claim, demand, waiver, or other communication under this Agreement shall have legal effect only if in writing and addressed to a Party at the address specified on the first page of this Callgoose Reseller Agreement, with a copy sent to the email address designated as Contact for Notice. Notices dispatched pursuant to this Section 16.5 (Notices) shall be deemed effectively given: (a) upon receipt if delivered by hand with signed confirmation of receipt; (b) upon receipt if sent by a nationally recognized courier, with a signature required; (c) when sent if by facsimile with confirmation of transmission, if dispatched during the addressee's normal business hours, and on the next Business Day if sent after the addressee's normal business hours; and (d) on the fifth (5th) day following the date mailed by certified or registered mail, return receipt requested, with prepaid postage.

16.6 Interpretation

For the purposes of this Agreement: (a) The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) The word "or" shall not be deemed exclusive; and (c) The words "herein," "hereof," "hereby," "hereto," and "hereunder" shall refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) To sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) To an agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) To a statute mean such statute as amended from time to time and include any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

16.7 Headings

The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

16.8 Severability

The invalidity, illegality, or unenforceability of any provision herein shall not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by a Party with respect to a breach of this Agreement by the other Party or others shall not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to Partner and may not be assigned or transferred for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing shall be void and without effect. Callgoose expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

16.9 Expenses

All costs and expenses incurred in connection with this Agreement shall be borne by the Party incurring such costs and expenses.

16.10 Amendment and Modification

This Agreement may only be amended, modified, or supplemented as provided herein or by mutual written agreement between the Parties.

16.11 Waiver

No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party granting the waiver. A waiver of any provision shall not be deemed a waiver of any subsequent failure, breach, or default of the same or different character, whether occurring before or after the waiver. The failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall not constitute a waiver of such right, remedy, power, or privilege. Any single or partial exercise of any right, remedy, power, or privilege hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.12 Cumulative Remedies

The rights and remedies under this Agreement are cumulative and are in addition to, not in substitution for, any other rights and remedies available at law or in equity or otherwise, except as expressly provided to the contrary herein.

16.13 Equitable Remedies

The Parties acknowledge that irreparable harm may result if any provision of this Agreement is not performed in accordance with its terms, and, therefore, the Parties may seek equitable relief, including injunctive relief or specific performance, in addition to any other remedies available to them under law or in equity.

16.14 Assignment

Partner may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Callgoose, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or delegation in violation of this Section 16.14 (Assignment) shall be deemed null and void, and such assignment or delegation shall not relieve Partner of any of its obligations under this Agreement.

16.15 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

16.16 No Third-Party Beneficiaries

This Agreement is entered into for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.17 Force Majeure

No Party shall be held liable or considered to have breached this Agreement due to any failure or delay in fulfilling or performing any of its obligations under this Agreement when such failure or delay is caused by or results from acts beyond the reasonable control of the affected Party. Such acts include, but are not limited to: (a) acts of God; (b) floods, fires, earthquakes, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, or other civil unrest; (d) government orders or laws; (e) embargoes, actions, or blockades imposed before or after the date of this Agreement; (f) actions taken by any governmental authority; (g) national or regional emergencies; (h) strikes, labor stoppages, or slowdowns, or other industrial disturbances; and (i) shortages of adequate power or transportation facilities. In the event of a Force Majeure Event, the Party affected by it shall promptly provide notice to the other Party within three days of the occurrence, specifying the expected duration of the event, and shall use diligent efforts to mitigate the failure or delay and minimize the effects of such Force Majeure Event.

16.18 Relationship of the Parties

Notwithstanding the identifier "Partner," it is expressly understood and agreed that nothing in this Agreement shall be construed to create a joint venture or partnership between the Parties hereto or to establish an employer/employee or agency relationship. Neither Party shall have any express or implied right or authority to assume or undertake any obligations on behalf of the other Party, nor to bind the other Party to any contract, agreement, or undertaking with any third party.

16.19 Business Days

In the event that any date on which a Party is required to deliver pursuant to the terms herein falls on a day that is not recognized as a Business Day, such Party shall make the required delivery on the next succeeding Business Day.

16.20 Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

16.21 Counterparts

This Agreement may be executed in any number of identical counterparts, notwithstanding that the Parties have not signed the same counterpart, and all such counterparts shall be deemed to have the same legal effect as if the Parties had executed a single document. A signed copy of this Agreement delivered by facsimile, e-mail, or any other means of electronic transmission shall have the same legal effect as the delivery of an original signed copy of this Agreement.