Reseller Terms

This Reseller Agreement (the “Agreement”) is made on the date of execution by both parties.

1. Parties

This Agreement is entered into between:

1. Purple WiFi Limited (“Purple”), a company registered at First Floor, Sandringham House, Hollins Brook Park, Bury, BL9 8RN, United Kingdom.
2. The “Reseller,” as identified in the Reseller Sign-up Form.

Each referred to individually as a “Party” and collectively as the “Parties.”

2. Purpose

Purple grants the Reseller the non-exclusive right to market, resell, and administer Purple’s software services (the “Service”) to end customers (“End Customers”).

3. Key Terms

1. Pricing and Margins
   • The Reseller will purchase licenses for the Service at the Purple List Price, which may be subject to a capped margin of 100%.
   • Any margin exceeding 100% must receive prior written approval from Purple.
   • All transactional details, including pricing, specific services, and terms, will be confirmed through Reseller Sales Orders.
   • In the event that an End Customer activates Pay-As-You-Go (PAYG) features or monetisation options, the Reseller shall be entitled to twenty percent (20%) of the net revenue received by Purple from such features or options.
2. Reseller Sales Orders
   • Reseller Sales Orders specify:
     • End Customer details (name, address, contact information).
     • Service scope (e.g., number of Access Points, Service License Period).
     • Pricing details based on the Purple List Price.
   • Each Reseller Sales Order is binding upon written acceptance by Purple.

4. Operative Provisions

1. This Agreement incorporates by reference the following documents, as updated from time to time:
   • Purple’s WiFi Terms of Use available at https://purple.ai/wifi-terms-of-use/. Purple will notify the Reseller in writing of any material updates to these documents. Purple will notify the Reseller of any material updates to these terms to ensure compliance.
   • Purple’s Service Description at https://purple.ai/service-description/.
   • Purple’s Support Service Standards at https://purple.ai/support-service/.
   • Any other operational or governing documents communicated to the Reseller by Purple, whether linked or provided directly.
2. By entering into this Agreement, the Reseller agrees to comply with these documents and ensure that End Customers are informed of and adhere to applicable terms where relevant.

5. Reseller Obligations

The Reseller agrees to:

1. Promote and Market the Service: Actively promote Purple’s services and generate sales opportunities. The Reseller agrees to use only Purple-approved marketing materials and branding guidelines when promoting the Service. Any deviations must receive prior written approval from Purple.
2. Provide First-Line Support: Deliver primary support to End Customers and escalate unresolved issues to Purple.
3. Adhere to Purple’s Policies: Comply with all applicable guidelines, including data privacy laws and Purple’s general operational and security standards.
4. Protect Purple’s Intellectual Property:
   • The Reseller must not copy, modify, reverse-engineer, or otherwise misuse Purple’s software or proprietary technology.
   • The Reseller is prohibited from creating derivative or competitive products using Purple’s technology or confidential information. Purple reserves the right to pursue legal remedies for any breaches.
5. Avoid Misrepresentation: Ensure all representations about the Service align with Purple’s official specifications and documentation.

6. Purple’s Obligations

Purple will:

1. Provide access to its Partner Program, offering tools, training, and support to assist the Reseller in selling and supporting the Service. Purple will provide the Service in accordance with its Service Description and Support Service Standards, including maintaining a 99.9% uptime guarantee per calendar month, excluding scheduled maintenance.
2. Ensure timely activation of Service Licenses following acceptance of Reseller Sales Orders.
3. Offer technical support for escalated issues that cannot be resolved by the Reseller.

7. Intellectual Property

• All intellectual property rights related to the Service remain exclusively owned by Purple.
• The Reseller receives a limited, non-transferable license to market and administer the Service solely for End Customers under this Agreement.
• The Reseller shall promptly notify Purple of any infringement or suspected infringement of Purple’s intellectual property rights.

8. Data Protection

• Compliance with Data Laws: The Reseller must comply with all applicable data protection laws, including GDPR, CCPA, and any other relevant regulations.
• Processing and Protection:
  • The Reseller acts as a processor for any customer data obtained through the Service and must ensure secure handling in compliance with applicable laws. Purple reserves the right to audit the Reseller’s compliance with this Agreement, including data protection measures, upon reasonable notice. The Reseller shall not subcontract any of its obligations under this Agreement without the prior written consent of Purple.
  • Purple retains the right to audit the Reseller’s data protection measures if required to ensure compliance.
• Subprocessors: The Reseller must ensure that any third-party subprocessors comply with equivalent data protection obligations.

9. Payment Terms

• Payments for Service Licenses are due within 30 days of the invoice date unless otherwise agreed in writing.
• Fees are exclusive of VAT or applicable taxes, which the Reseller is responsible for paying.
• Purple reserves the right to suspend Service Licenses for non-payment.

10. Termination

This Agreement may be terminated:

1. By Either Party: With 30 days’ written notice. If neither Party provides notice, the Agreement will automatically renew for successive one-year terms.
2. Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, or government actions.*
3. For Cause: Immediately, if either Party:
   • Breaches the terms of this Agreement and fails to remedy the breach within 14 days.
   • Becomes insolvent or ceases business operations.
4. By Purple: If the Reseller engages in activity that damages Purple’s reputation, breaches applicable laws, or misuses Purple’s intellectual property.
   Upon termination, all access to the Service by End Customers will cease at the end of the applicable Service License Period unless otherwise agreed.

11. Liability and Indemnity

• Liability Cap: Purple’s aggregate liability under this Agreement will not exceed the total Service License Fees paid by the Reseller in the preceding 12 months.
• Exclusions: Neither Party is liable for indirect or consequential damages, including loss of profits or data, except in cases involving intellectual property infringement or breaches of data protection obligations.
• Indemnification: The Reseller agrees to indemnify Purple against claims arising from the Reseller’s misuse or misrepresentation of the Service, or breaches of intellectual property and data protection obligations.

12. Confidentiality

Both Parties agree to keep all confidential information shared under this Agreement private and use it only for the purposes of fulfilling their obligations. The obligations of confidentiality shall survive for a period of 5 years following the termination of this Agreement.

13. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes will be resolved in the courts of England.

14. Additional Provisions

• All operational and governing documents referenced in this Agreement may be updated by Purple from time to time and communicated to the Reseller.
• Any changes to this Agreement must be made in writing and signed by both Parties.