Reseller Agreement

Last Updated:

February 14, 2025

This is a non-exclusive reseller agreement. It is not a commercial agency agreement, and the parties to it have agreed that it must not be registered at any government or other registry in the territory without Immersive’s express prior written agreement.

This Agreement forms a legally binding contract between the Reseller and Immersive. This Agreement applies to the exclusion of any terms the Reseller seeks, or has sought to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. By executing or otherwise accepting a Quote or providing a Purchase Order to Immersive, the Reseller agrees to the terms and conditions contained in this Agreement.

Background

(A)

The Vendor is the owner of an online cyber skills platform that it wishes to offer for licence to customers in the Territory (as defined below).

(B)

The Vendor wishes to appoint the Reseller as its non-exclusive reseller to re-sell the Products (as defined below) and (where expressly authorised by the Vendor and the applicable Client) to provide Management Functions.

(C)

The Reseller agrees to re-sell the Products subject to the terms and conditions of this Agreement.

Agreed Terms

Interpretation

1.1

The definitions and rules of interpretation in this Clause apply in this Agreement.

Acceptable Use Policy: means the Vendor’s acceptable use policy available at www.immersivelabs.com/legal, as may be amended from time to time at the Vendor’s sole discretion.

Business Day: any day which is not a Saturday, Sunday or public holiday in the United Kingdom or the United States.

Confidential Information: the terms of this Agreement and any and all information that is proprietary or confidential and is either clearly labelled as such or should otherwise reasonably be considered to be Confidential Information.

Client(s): means a customer who will access the Products via this Agreement.

Client Agreement: the agreement between the Vendor and the Client covering access, use, participation in or viewing of the Products in respect of any Orders, in the form of the MSA or separately executed written agreement.

Custom Exercise: means a bespoke lab or custom exercise (utilised for Team Sim or Ranges) or Cyber Crisis Simulator scenario created by the Reseller on behalf of a Client.

Data Protection Law: means applicable national, federal, state, provincial, and local laws and regulations governing the use and disclosure of personal information, including the California Consumer Privacy Act of 2018 (CCPA), Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (Data Protection Directive) (GDPR), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 c. 16 (UK GDPR) and the Data Protection Act 2018.
The terms “controller”, “data subject”, “personal data” (notwithstanding the capitalized definition provided further below), “process”, “processing”, “processor” will have the same meanings as defined by Data Protection Legislation. Other relevant terms such as “business”, “business purpose”, “consumer”, “personal information”, “sale” (including the terms “sell”, “selling”, “sold”, and other variations thereof), “service provider”, and “third party” have the meanings given to those terms under the CCPA.

Demo Licenses: has the meaning given to it in Clause 2.2(b) of this Agreement.

Intellectual Property Rights: means any and all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.

Legislation: any statute, statutory provision or subordinate legislation or any mandatory rules or guidance issued by any regulatory body having jurisdiction over the applicable party.

Management Functions: means: Reseller setting objectives for the Client on the Platform, viewing user profiles of the Client’s authorised users and seeing incomplete and completed labs, having access to Client leader boards available via the Platform, reviewing profiles of the Client’s Platform, providing Materials for the Client’s use on the Platform, and other analogous management functions for the Platform. For the avoidance of doubt, Management Functions shall not include removing, altering or adding authorised users on the Client’s Platform

Materials: means any content, information or materials submitted, uploaded, imported, or transferred by the Reseller to be stored, shared, or hosted on or through the Platform (including but not limited to the incorporation into any Custom Exercise).

MSA: Vendor’s standard end user licence agreement for the Products available at www.immersivelabs.com/legal, as may be amended from time to time at the Vendor’s sole discretion.

New Client: an entity to whom the Vendor has not at any time previously provided the Products

Normal Business Hours: 9.00 am to 5.30 pm local GMT/BST time, Monday to Friday, excluding public holidays.

Order: means a Prospective Order which has been approved by the Vendor and for which the Vendor has accepted a PO, in each case in accordance with the Order Process.

Partner Portal: the Vendor’s Partner portal available at immersivelabs.allbound.com.

Platform: means the cyber security skills platforms known as “Immersive One” and any content made available or displayed on them including but not limited to the immersivelabs.online domains, all related domains and subdomains, the Cyber Million org, the Cyber Crisis Simulator app, and content builder or, solely in connection with Team Sim and Ranges, the Team Sim/Ranges Platform.

Products: means the products and services listed in the Product and Services Guide and/or on an applicable Quote

Product and Services Guide: means the Vendor’s products and services guide, available at www.immersivelabs.com/legal and as may be amended, from time to time.

Prospective Order: a specific opportunity or request to resell Products to a Client or a New Client and as set out in a Registration Form specified by Vendor (as applicable).

Prospect Commencement Date: the date a Registration Form is submitted to Vendor from which a Prospective Order’s applicable Registration Period begins.

Quote: means the quote issued to the Reseller by the Vendor that references: (i) this Agreement; (ii) the Products which are accessible by the Client; (iii) (as relevant) the number of authorised users, assessments, scenarios or resources for such Products; and (iv) any applicable professional services.

Registration Form: the form to be completed via the Partner Portal or if the Partner Portal is unavailable, the form in which a Reseller proposes new Prospective Orders as specified by the Vendor.

Registration Period: for each Prospective Order, 6 months from the Prospect Commencement Date.

PO: the Reseller’s purchase or order documentation.

Trade Marks: the trade mark registrations and applications applicable to the Products and Vendor, as updated from time to time.

Appointment

2.1.

The Reseller shall register as a partner on the Vendor’s Partner Portal and shall comply at all times with the Vendor’s policies (including but not limited to the Immersive Supplier and Partner Code of Conduct) as amended from time-to-time at Vendor’s sole discretion and available at https://www.immersivelabs.com/legal The Reseller shall on request certify its compliance with the Vendor’s policies.

2.2.

Subject to compliance with the Order Process, the Vendor hereby grants the Reseller the non-exclusive non-transferable, non-sublicensable and limited right:

(a) to market, promote and resell the Products within the Territory to Clients (who are duly approved by the Vendor in accordance with the Order Process) subject to a Client Agreement;

(b) subject to Clause 2.6 below, to provide the associated Management Functions to Clients;

(c) for its employees and contractors to access the Products (in the quantity to be determined by Vendor) during the term of this Agreement solely for demo purposes to New Clients (“Demo Licenses”). The Reseller agrees that the Demo Licenses are made available under a licence, are not sold to Reseller and cannot be resold to Clients. The Reseller acknowledges and agrees that the Demo Licenses shall be governed by the MSA.

2.3.

The Reseller shall be entitled to describe itself as an “Authorised Reseller” of the Products but shall not represent itself as an agent of Vendor for any purpose, nor pledge Vendor’s credit or give any condition or warranty or make any representation on Vendor’s behalf or commit Vendor to any contracts.

2.4.

The Reseller’s appointment under this Clause 2 only grants to the Reseller a right to market, promote and resell the Products, and does not transfer any right, title or interest to any such Products to the Reseller or its customers.

2.5.

The Reseller may not appoint sub-agents, sub-distributors, sub-representatives, resellers or other persons to act on Reseller’s behalf.

2.6.

Subject to the Vendor’s and the Client’s prior written approval (which in respect of the Client, the Reseller shall obtain directly from Client), the Reseller may be provided with certain agreed Management Functions on the Platform in respect of Clients, and such Client’s respective authorised users. The division of work in respect of the creation of any Custom Exercises shall be agreed in writing between the parties. The Reseller acknowledges and agrees that its access to the Platform for the purposes of providing Management Functions shall be governed by the Client Agreement.

2.7.

Subject to the prior approval by Vendor, the Reseller may, or may be required by Vendor to, order through one of Vendor’s existing or new third-party distributors or resellers (“Distributor”). In such circumstances, the following shall apply:

(a) Clause 3 (Order Process) shall not apply, and all Orders shall be coordinated through and approved by the Vendor via the Distributor.

(b) Clause 4 (Prices, Discounts and Payment) shall not apply with the Distributor being responsible for payment of all fees and/or charges and/or compensation to the Vendor in respect of the Products.

2.8.

Subject to the Vendor’s prior written approval, the Reseller may act in its capacity as a “Distributor” by appointing sub-agents, sub-distributors, sub-representatives, resellers or other persons (“Partners”) to act on its behalf or to otherwise perform any of its obligations under this Agreement within the Territory; provided that: (i) the Vendor’s prior written approval has been obtained prior to the appointment of any such Partner in respect of the Products; (ii) the appointment does not deprive Vendor of the essential rights to which it is entitled under this Agreement, (iii) the Vendor has entered into the Vendor’s standard reseller agreement with the Partner (a copy of which shall be provided to Reseller on request), and (iv) any fees and/or charges and/or compensation to such Partner shall be solely Reseller’s responsibility.

2.9.

The Vendor shall be free, at its sole discretion, to (i) appoint and use any other distributor, reseller or agent for the Products in the Territory or elsewhere and (ii) supply any Products directly in the Territory or elsewhere whether for use or resale.

Order Process

3.1.

To avoid or minimize potential channel conflicts, for each new Prospective Order the Reseller shall submit to the Vendor a Registration Form prior to soliciting such an order. The Vendor shall have an absolute discretion to reject any Prospective Order.

3.2.

The Reseller shall not resell the Products unless the relevant Prospective Order has been approved by the Vendor in accordance with this Order Process and the Vendor shall be under no obligation to sell the Products to the Reseller in respect of such orders. For the avoidance of doubt, the acceptance by Vendor of a Prospective Order shall relate to that specific opportunity or deal only.

3.3.

Where the Prospective Order relates to a New Client, the Reseller shall have thirty (30) days from the Prospect Commencement Date to schedule a meeting between the Reseller, the relevant New Client and a Vendor representative for the registration to be considered qualified (“Qualified Registration”).

3.4.

If, following approval of a Prospective Order, an Order has not been completed before the expiry of the Registration Period or in the case of a New Client if the Partner does not make a Qualified Registration, the Reseller shall cease to market, promote or resell the products to the applicable Client (or New Client) until the Reseller has either (a) requested an extension of time which the Vendor has authorised; or (b) has submitted a further Registration Form which has been accepted by the Vendor, and until that time the Vendor shall be under no obligation to sell the Products to the Reseller in respect of such entity.

3.5.

Following the issue of a Quote by the Vendor, the Reseller shall submit a PO to Vendor in respect of the applicable Prospective Order. The PO must reference the quote number as it appears on the applicable Quote. If the Reseller is domiciled in the North or South America, the PO must be addressed to ILC; if the Reseller is domiciled in the DACH region (Germany, Austria or Switzerland), the PO must be addressed to ILG; if the Reseller is domiciled globally other than North or South America or the DACH region, the PO must be addressed to ILL.

3.6.

Notwithstanding the fact the Reseller has followed the Order Process, Vendor shall, acting reasonably, in its sole discretion be entitled to reject any PO. Vendor shall notify the Reseller within 2 Business Days whether it accepts or rejects any PO that is submitted.

3.7.

Acceptance of a PO by the Vendor creates an obligation on the Vendor to supply the Products to the applicable Client and following acceptance the Vendor shall promptly:

(a) set up an end user account for the Product(s) listed in the PO and provide full account and licence activation details to the Client; and

(b) issue the Reseller an invoice in respect of the Products listed in the PO, calculated in accordance with the provisions of Clause 4 (Prices, Discounts and Payment).

2.8.

Notwithstanding the acceptance of a PO by the Vendor, the Reseller acknowledges and agrees that each Order is subject to and governed by this Agreement and the applicable Quote and that any additional or different terms appearing on the PO or other document, including terms and conditions in standard or pre-printed documents or on Vendor’s website shall be void and have no force or effect.

2.9.

For the avoidance of doubt, where a Client introduces the Vendor to a third party who purchases the Product from the Vendor, the Reseller, shall not by virtue of the introduction be deemed to have introduced the third party to the Vendor.

Prices, Discounts and Payment

4.1.

Vendor will notify Reseller of its prices for the Products (“Product Prices”). The Product Prices may be amended by Vendor from time to time provided that Vendor shall give the Reseller 10 Business Days’ notice of any changes. The Product Prices are exclusive of any applicable taxes or other fees.

4.2.

The Reseller acknowledges that this Agreement contemplates that the Vendor will not be responsible for any taxes with respect to any transactions or payments contemplated by or pursuant to this Agreement. Accordingly, payments required to be made by the Reseller to the Vendor pursuant to this Agreement shall be the gross amount without deduction for any taxes, including any sales tax, use tax, value added tax or non-resident withholding taxes which may be imposed on payments by the Reseller to the Vendor. If the Reseller is required to deduct any withholding tax or other tax from any payment to the Vendor, then the amount payable shall be increased by such amount as is necessary to make the actual amount received (after such withholding tax and after any additional taxes on account of such additional payment) equal to the amount that would have been received had no withholding been required. In that case, the Reseller shall pay the amount required to be withheld to the applicable taxing authority and shall promptly deliver to the Vendor receipts of applicable governmental authorities showing that all taxes were properly withheld in compliance with applicable law.

4.3.

Where Reseller is in possession of a valid Resale Certificate (USA) or similar, Reseller shall provide this to Vendor for compliance purposes.

4.4.

Vendor shall sell the Products to the Reseller at the Product Prices less the discount applicable to the Reseller. The discount applicable to the Reseller shall be notified to the Reseller in writing and determined at the Vendor's discretion.

4.5.

The Reseller shall be free to set the prices for the Products for resale.

4.6.

Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this Agreement shall be paid by the Reseller unless Vendor has expressly agreed beforehand in writing to pay such expenses, costs and charges.

4.7.

The Reseller shall pay the full amount invoiced to it by Vendor within 30 days of the date of the invoice. Payment by check is not accepted by Vendor. The Reseller will be solely responsible for collecting all fees and charges from Clients. Non-payment by Clients will not relieve Reseller of its obligation to pay fees and charges to the Vendor. The Vendor reserves the right to cancel or suspend provision of the Products if it fails to receive payment from Reseller.

4.8.

Without prejudice to and in addition to any other rights and remedies the Vendor might have, the Reseller shall pay to the Vendor interest on any monies due to the Vendor which remain unpaid at the rate of eight per cent (8%) for the time being in force or the maximum rate permitted by law in the Territory if lower from the date such sum falls due until the date of actual payment and compounded monthly. The Reseller hereby agrees to pay to the Vendor any such interest sum due and payable by the Vendor pursuant to this Clause 4.8 within five (5) days of the date of the Vendor’s invoice in respect thereof.

Reseller's Undertakings

5.1.

The Reseller undertakes on a continuing basis with Vendor:

(a) to use its best endeavours to proactively advertise, market and procure sales of the Products to potential Clients, which shall include but not be limited to conducting demonstrations to potential Clients and preparing proposals and quotations for the Products;

(b) (where applicable and subject to Clause 2.6), to obtain the requisite consents or authorisations from the relevant Client for the Management Functions made available to Partner by Vendor via the Platform;

(d) to keep full and proper records showing clearly all transactions and proceedings relating to the Products and, on reasonable notice, provide copies of such records to Vendor when requested (subject to any duty of confidentiality owed by the Reseller any third party);

(e) to comply with all applicable laws and Legislation;

(f) to comply with the Vendor’s Anti-Bribery and Anti-Corruption Policy as applicable and as amended from time-to-time; and

(g) that upon learning of any matter contrary to the obligations in this Clause, Reseller will immediately notify the Vendor.

Supply of Products

6.1.

For the avoidance of doubt, the Reseller has no right under this Agreement to licence or sub-licence Products to Clients. The Products shall be licensed directly to the Client by Vendor pursuant to the terms of the EULA.

6.2.

The Reseller undertakes to ensure that each Client agrees that the use of Products is governed by and dependent upon the MSA.

6.3.

Access to the Products and/or the Platform will be made directly to Clients by Vendor by providing full account and licence activation details. Once access has been provided the Vendor will notify the Reseller.

6.4.

Vendor is entitled to vary the Product and Services Guide and/or the Platform (including to exclude from this Agreement one or more of the existing Products), provided always that Vendor shall honour POs accepted prior to such variation.

6.5.

Vendor is entitled to withdraw supply of Products to a Client and terminate the relevant Order with immediate effect if such Client (or any of the Client’s group or connected persons or entities) is subject to restrictions in breach of Clause 18 (Sanctions).

Vendor Obligations

Vendor shall provide such information and support as may be reasonably requested by the Reseller to enable it to properly and efficiently discharge its duties under this Agreement including providing reasonable promotional materials and Demo Licenses.

Advertising and Promotion

8.1.

Vendor grants to the Reseller, for the duration of this Agreement, a limited, non-exclusive, non-transferable, royalty-free licence to use Vendor’s logo on its website and purchase orders for the purpose of promotion and marketing of the Products provided always that such use is in accordance with Vendor’s reasonable instructions concerning the use of its logo. The Reseller shall not be entitled to register the Vendor’s logo and/or the Trade Marks with the concerned authorities in the Territory.

8.2.

The Reseller grants to the Vendor, for the duration of this Agreement, a limited, non-exclusive, non-transferable, royalty-free licence to use the Reseller’s logo on its website and marketing and promotional materials provided always that such use is in accordance with Vendor’s reasonable instructions concerning the use of its logo.

8.3.

Vendor shall co-operate reasonably with the Reseller in any marketing campaigns run by the Reseller in respect of the Products.

8.4.

The Reseller shall:

(a) not make any written statement as to the quality or manufacture of the Products in excess of statements made by the Vendor in the documentation or advertising materials associated with the Products without the prior written approval of Vendor;

(b) conduct its business in a manner that would not reasonably be expected to bring the Vendor or the Products into disrepute; and

Intellectual Property Rights

9.1.

All Intellectual Property Rights in and to the Products, the Platform and the Trade Marks belong to Vendor. Nothing in this Agreement shall operate to transfer any Intellectual Property Rights in the Products or the Platform or the Trade Marks to the Reseller or to the Clients.

9.2.

The Reseller shall not knowingly do or authorise any third party to do any act which would invalidate or be inconsistent with any Intellectual Property Rights of Vendor and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.

9.3.

If the Reseller provides the Vendor with an idea, submission, suggestion and know how as to how to improve the Products or the Platform (whether as part of providing the Management Functions or otherwise) including any ideas, submissions, suggestions and know how provided for the creation of Custom Exercises, the Vendor will be entitled to use such ideas, submissions, suggestions and know how without restriction. The Reseller assigns to the Vendor all rights, title and interest in such ideas, submissions, suggestions and know how (including any created in the future) and shall give the Vendor such assistance as necessary to confirm such rights.

9.4.

The Reseller warrants that it has and will continue to have all necessary rights in and to the Materials provided by the Reseller to the Vendor and that it holds all consents necessary to provide the Vendor with a licence to the Materials. The Reseller grants to the Vendor a non-exclusive, royalty-free, revocable on termination licence to the Materials to enable the Vendor to support the provision of services to the Client for whom a Custom Exercise in the applicable PO was created.

9.5.

The Reseller shall promptly give notice in writing to Vendor in the event that it becomes aware of:

(a) any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights in or relating to the Products; and

(b) any claim that any Product or the manufacture, use, sale or other disposal of any Product, whether or not under the Trade Marks, infringes the rights of any third party

10.

Confidentiality

10.1.

Each party may have access to Confidential Information of the other party under this Agreement. A party’s Confidential Information shall not include information that:

(a) is or becomes publicly known through no act or omission of the receiving party; or

(b) was in the other party’s lawful possession prior to the disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2.

Each party shall hold the other’s Confidential Information in confidence and, unless required by applicable law and/or Legislation, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

10.3.

Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4.

To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to its employees and representatives as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees and representatives aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and representatives with such obligations.

10.5.

This Clause 10 shall survive termination of this Agreement for any reason.

11.

Warranties and Indemnities

11.1.

Each party represents, warrants and undertakes that:

(a) it has full capacity and authority and all necessary consents to enter into and to perform this Agreement, and to grant the rights and licences referred to in this agreement, and to agree to the arbitration clause, and that this agreement is executed by its duly authorised representative and represents a binding commitment on it; and

(b) it shall comply with all applicable Legislation in the performance of its obligations under this Agreement.

11.2.

The Reseller and Clients alone are responsible for determining if the Products meet their particular needs and the results obtained. Except as expressly provided herein, the Vendor makes no other warranties, conditions or undertakings, express or implied, statutory or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose or noninfringement.

11.3.

The Vendor shall defend the Reseller against any third-party claim that the Products, Platform, or Trademarks infringes any US, EU, or UK patent or any copyright or US, EU or UK registered trade mark and shall indemnify the Reseller for any amounts awarded against the Reseller in judgment or settlement of such claims, provided that:

(a) the Vendor is given prompt notice of any such claim;

(b) the Reseller provides reasonable co-operation to the Vendor in the defence and settlement of such claim;

(d) the Vendor is given sole authority to defend or settle the claim.

11.4.

The Reseller represents and warrants that its commercial, trading or business license, is up to date and valid and undertakes to immediately renew its commercial, trading or business license on expiry.

12.

Limitation of Liability

12.1.

Nothing in this agreement excludes the liability of either party:

(a) for death or personal injury caused by either part’s negligence;

(b) for fraud or fraudulent misrepresentation;

(d) for any other matter which by law liability cannot be excluded or limited.

12.2.

Either party shall not in any circumstances be liable whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

(a) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

(b) loss of profits (direct or indirect);

(d) loss or corruption of data or information.

12.3.

Save in respect of the Vendor’s obligation to make payment of the fees and/or charges for the Products, the total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution, indemnification or otherwise, of either party arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the amount paid and payable by the Reseller to Vendor under this Agreement in the 12 months preceding the date on which the claim arose.

12.4.

It is accepted and acknowledged that the Vendor has no liability to the Reseller for any matters covered by the terms of the Client Agreement (including without limitation the performance of the Products) which shall be dealt with as between the Vendor and the Client subject to and in accordance with the terms of the Client Agreement.

12.5.

Except in connection with payment of the fees and/or charges in Clause 4 (Prices, Discounts and Payment) and the matters covered by Clause 19 (Anti-bribery and anti-corruption), it is accepted and acknowledged that the Reseller will have no liability of any kind to Vendor for the acts or omissions of the Clients, including but not limited to the Client’s whole or partial failure to comply with the terms of the Client Agreement, it being recognised that the Prospective Client is a third party to the Reseller over whom the Reseller has limited control.

13.

Term and Termination

13.1.

This Agreement shall commence on the date of final signature and shall continue unless otherwise terminated as provided in this Agreement.

13.2.

Without prejudice to any other rights or remedies to which the parties may be entitled, a party may terminate the Agreement without liability to the other party if:

(a) the party gives the other party 60 days’ prior notice in writing; or

(b) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing of the breach; or

(c) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order; or

(d) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or manager; or

(e) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(f) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

(g) the other party suspends, ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

(i) the other party takes steps to register the Agreement at any government or other registry in the Territory without the party’s express written consent first had and obtained.

13.3.

The parties’ right to termination under this Agreement may be exercised without the need for a court order or further notice.

14.

Effects of Termination

14.1.

Upon termination or expiry of this Agreement for any reason the Reseller shall:

(a) immediately cease to hold itself out as a reseller for Vendor;

(b) immediately pay any and all outstanding invoices;

(c) immediately cease access to the Platform (including but not limited to the use of any Demo Licenses) unless the Reseller is exercising Management Functions, in which case Reseller shall continue to exercise management Functions for the remaining term of the relevant Order; and

(d) return all copies of documents and materials supporting the Products and any Confidential Information, whether in electronic form or hardcopy.

14.2.

Following termination of this Agreement by the Reseller pursuant to Clause 13.2(a), or by the Vendor pursuant to Clauses 13.2(b) to 13.2(i), the Reseller shall immediately pay the Vendor all fees and charges for the remaining term of any outstanding Orders

14.3.

Following termination of this Agreement for any reason, all outstanding Orders shall remain in full force and effect until the expiry of the term set out in the relevant Order and shall continue to be subject to the terms and conditions of this Agreement.

14.4.

The accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including without limitation this clause 14.4 and Clauses 9 (Intellectual Property Rights), 10 (Confidentiality), and 12 (Limitation of Liability)) shall not be affected or prejudiced.

14.5.

The termination of this Agreement shall not of itself give rise to any liability on the part of Vendor to pay any compensation to the Reseller for loss of profits or goodwill or to reimburse the Reseller for any costs relating to or resulting from such termination.

15.

Data Protection - General

15.1.

To the extent either party processes the other party’s personal data for the purposes of exercising its rights and obligations under this Agreement, it does so as an independent controller and it shall at all times comply with the Data Protection Laws.

15.2.

Notwithstanding Clause 15.1, to the extent Vendor processes the personal data of Reseller or Client to provide access to the Platform, it does so as a processor on behalf of the Reseller or Client (as applicable) as a controller and such processing shall be subject to the terms of the Client Agreement.

15.3.

To the extent Reseller processes the personal data of a Client in order to perform its obligations under this Agreement (including but not limited to exercising Management Functions), it does so as either a processor or a controller pursuant to a separate agreement between it and the Client. Nothing in this Agreement is intended to create a sub-processor relationship between Vendor and Reseller.

16.

Data Protection - Middle East and North Africa (MENA) Customers and Users

16.1.

It shall be the Reseller’s sole responsibility to ensure that its and the Client’s business requirements including any legal requirements that might be imposed on the Client’s business, operations, confidential information, personal data, or systems under MENA Data Laws or otherwise, are complied with and met. This includes obtaining and maintaining any necessary authority registrations, rights, consents, and permissions to enable the parties to perform their obligations under this Agreement. The Vendor does not warrant or guarantee that the provision of the Products under the Client Agreement is in compliance with MENA Data Laws. The Reseller is responsible for ensuring that the Client understands that personal data of its users will be processed by the Vendor in the UK, USA, and Europe. The Reseller acknowledges the Vendors’ reliance on this clause and indemnifies the Vendor against all liabilities, costs, expenses, damages, and losses suffered or incurred by the Vendor arising out of any non-compliance.

16.2.

In this Agreement, “MENA Data Laws” means all legislation and regulatory requirements in force from time to time relating to the use of personal data, the privacy and security of electronic communications and confidential information, the provision and receipt of cloud software services and any applicable provisions in the local laws to which the customer is subject which relate to the protection of individual’s rights in their personal data and the protection of their privacy including but not limited to any regulations issued by the Saudi National Data Management Authority (NDMO) and the Personal Data Protection Law (PDPL).

17.

Sanctions and Restrictive Measures Compliance

17.1.

The Reseller warrants to the Vendor that none of the Reseller or the Resellers group companies nor any Prospective Clients or Clients (or any of their respective group companies) are on any list of prohibited and restricted parties maintained by the government of the United States, the United Kingdom, or the European Union; or are located in any country or region that is subject to an export embargo or comprehensive economic sanctions established by the government of the United States, the United Kingdom, or the European Union.

17.2.

The Reseller hereby agrees that it will never provide access to or allow access to the Products or any related technologies to any country or person to which the United States, the UK or the European Union has embargoed or restricted the provision of items, or to nationals of those countries and locations, or to any other embargoed or restricted destination or person, including those entities that are fifty percent (50%) or more owned or controlled by restricted persons.

17.3.

The Reseller further agrees to promptly inform the Vendor in writing if it becomes aware of any potential or actual violation of this certification clause, including any unauthorized access to Immersive’s products or services by persons subject to U.S., UK or EU sanctions.

17.4.

Breach of this Clause shall be deemed a material breach under Clause 13.2(b) (Termination).

17.5.

The Reseller shall on request certify its compliance with the requirements set out in Clause 17 (Export Control Regulation Compliance) and this Clause 18.

18.

Anti-bribery and Anti-corruption

18.1.

The Reseller shall:

(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the US Foreign Corrupt Practices Act 1977 and UK Bribery Act 2010 (Relevant Requirements);

(b) it has not made, offered, authorised, or accepted, and will not make, offer, authorise, or accept, any payment, gift, promise, or other advantage, whether directly or through any other person, to or for the use or benefit of any government official or any other person where that payment, gift, promise, or other advantage would: (A) comprise a facilitation payment; or (B) violate the Relevant Requirements.

(c) notify the Vendor (in writing) if it becomes aware of any breach of this Clause, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement;

(d) immediately notify the Vendor (in writing) if a public official becomes an officer or employee of the Reseller or acquires a direct or indirect interest in the Reseller and the Reseller warrants that it has no public officials as direct or indirect owners, officers or employees at the date of this agreement;

(e) upon request by the Vendor, certify to the Vendor in writing signed by an officer of the Reseller, compliance with this Clause by the Reseller and all persons associated with it. The Reseller shall provide such supporting evidence of compliance as the Vendor may reasonably request.

18.2.

The Reseller shall ensure that any person associated with the Reseller including but not limited to employees, contractors and subcontractors who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Reseller in this Clause (Relevant Terms). The Reseller shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Vendor for any breach by such persons of any of the Relevant Terms.

18.3.

The Reseller shall (i) on request certify its compliance with the requirements set out in this Clause 19, and (ii) maintain a complete set of records to trace payments in connection with this agreement and permit the Vendor and its third party representatives to inspect the Reseller’s premises, records, and to meet the Reseller’s personnel to audit the Reseller’s compliance with its obligations under this Clause.

18.4.

Breach of this Clause shall be deemed a material breach under Clause 13.2(b) (Termination).

19.

Force Majeure

The Vendor shall have no liability to the Reseller under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Vendor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic or pandemic, or default of suppliers or sub-contractors, provided that the Reseller is notified of such an event and its expected duration.

20.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. The parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, reflects the intended commercial result of the original provision.

22.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. To the extent this Agreement Is inconsistent with any other document, agreement, subsequent purchase order and accompanying terms and conditions, the parties agree the terms of this Agreement shall prevail and govern relating to its subject matter.

23.

Amendments

Save as expressly provided in this agreement, no amendment or variation of this agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.

24.

Assignment

Neither party shall, without the prior written consent of the other party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

25.

No Partnership or Agency and Non-registration

25.1.

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in Clause 2.

25.2.

In the circumstances where there is a concept of registered agency under local laws in the Territory under no circumstances will the Reseller take any steps to register this Agreement or any other agreement with the relevant authorities as a registered agency unless expressly agreed in writing by the Vendor in a consent letter that refers to this Clause.

25.3.

No registration will be made or applied for as an agent or in a similar capacity in any country, and no claims will be made under laws which provide for indemnification or compensation for loss of goodwill, business opportunity or otherwise following the expiry or proper termination by the Vendor of this Agreement, or any other agreement entered into between the parties, and/or their related companies including group companies. The Reseller agrees to indemnify the Vendor against any costs, expenses, liability, penalty, loss or damage suffered or incurred by the Vendor and Vendor's affiliates and Vendor's/ the Reseller’s officers, employees or agents in respect of such claims made including all legal fees and other costs and expenses associated defending such claims.

25.4.

The Reseller agrees not to permit any third party to register as a commercial agent of the Vendor or of the Reseller in any country of the Territory and will not, and will ensure that third parties do not, take any action that would cause the Reseller or their relationship with the Vendor to constitute commercial agencies under any applicable law or Legislation. The Reseller will indemnify the Vendor against any costs, expenses, liability, penalty, loss or damage suffered or incurred by the Vendor and the Vendor's affiliates and Vendor's/affiliate's officers, employees, or agents in respect of any such claim or registration as a commercial agent made by the Reseller or a third-party reseller including all payments, legal fees and other costs and expenses associated with defending such claims.

26.

Third Party Rights

This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

27.

Compliance with anti-slaverty and Human Trafficking Laws

27.1.

In performing its obligations under the Agreement, the Reseller shall:

(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;

(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

(c) include in contracts with its direct subcontractors and suppliers, provisions which are at least as onerous as those set out in this section;

(d) notify the Vendor as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this agreement;

(e) maintain a complete set of records to trace the supply chain of all goods or services provided to the Vendor in connection with this agreement; and permit the Vendor and its third party representatives to inspect the Reseller’s premises, records, and to meet the Reseller’s personnel to audit the Reseller’s compliance with its obligations under this Clause;

27.2.

The Reseller represents and warrants that at the date of this Agreement it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

27.3.

The Vendor may terminate the Agreement with immediate effect by giving written notice to the Reseller if the Reseller commits a breach of this Clause.

28.

Dispute Resolution

28.1.

Subject to Clause 30 (Contracting Entity and Notices) below in relation to governing law and jurisdiction, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause.

(a) The number of arbitrators shall be one (1).

(b) The seat, or legal place, of arbitration shall be London.

(d) The governing law of the Agreement shall be the substantive law of England and Wales.

28.2.

This Agreement is drawn up in the English language. If this agreement is translated into another language (which must be consented to by the Vendor, such consent may be withheld in the sole discretion of the Vendor), the English language text will in any event prevail. All notices and other communications under this agreement will be in English. All legal proceedings will be where possible conducted in English. Where it is not possible to conduct proceedings in English, the cost of translation by an independent translator/interpretation incurred by the Vendor in the preparation for and conduct of the proceedings will be paid/borne by the Reseller and the Reseller will pay the Vendor a sum of fifty thousand USD ($50,000) on account of such expenses before the Reseller issues proceedings. The Vendor will pay such monies into a separate designated bank account. The Reseller will not be entitled to any interest on the monies. The Reseller will top up the fund each time the Vendor draw down on it. In the event that the Reseller is successful in the proceedings the Reseller will not be entitled to a refund of such monies and they will not be taken into account when calculating any damages/losses that the Reseller has suffered.

29.

Contracting Entity and Notices

29.1.

The Vendor entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled as set out in the table below.

If the Immersive entity entering into a Quote is registered in:	Governing law will be the laws of:	Courts with exclusive jurisdiction will be:
Any country in North, Central, or South America	Massachusetts and the controlling United States federal law	State and United States federal courts located in Boston, Massachusetts
DACH region (Germany, Austria, Switzerland)	Germany	Düsseldorf, Germany
Any country other than those identified above	England and Wales	England

29.2.

Notwithstanding Clause 30.1, for the avoidance of doubt, the Vendor enters into this Agreement on behalf of each member of the Immersive Group.

29.3.

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to the Reseller will be addressed to the relevant billing contact designated by the Reseller. All other notices to the Reseller will be addressed to the relevant Services system administrator designated by the Reseller.