Software / Services Reseller Agreement - One Time
GTB's S/SRA
GTB Technologies, Inc. Reseller Agreement
Thank you for your interest in partnering with GTB Technologies, Inc. (“Vendor”) as an authorized reseller. Before proceeding, please carefully review the terms below, which govern your reselling rights and responsibilities.
By submitting any Vendor Quote and/or Order Form, you acknowledge that this Agreement supersedes any prior reseller agreements, unless a separate written and active Reseller Agreement is in place at the time of your Order Form submission. Any prior agreements are deemed void unless a separate, active, and fully executed GTB Reseller or Distributor Agreement is in effect at the time of order submission.
Definition
Affiliate means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
Grant of License
Vendor grants Reseller a non-exclusive, non-transferable right to resell licenses to the Vendor’s software product(s) (the “Software”) to the specific End User designated in the Order Form. This license does not permit sublicensing, modification, or resale to additional third parties.
Payment Terms, Purchase Orders
Reseller agrees to pay Vendor in accordance with the Vendor’s Quote or Order Form. Invoices will be issued with Net 45 terms. No terms in Reseller’s Purchase Orders are accepted and are expressly rejected.
Prices do not include taxes. Reseller agrees to indemnify, defend, and hold Vendor harmless from any taxes arising from this Agreement, except for U.S. taxes based on Vendor’s income.
Key Terms Overview
- Market, sell, and distribute the Software in accordance with Vendor’s guidelines.
- Provide initial end-user support, if applicable, and direct any technical or licensing issues to Vendor.
- Ensure all sales are conducted in compliance with applicable laws and regulations.
- Agree not to disparage or attempt to bypass the Vendor in any manner.
Upon receipt of payment, Vendor will deliver Software electronically. Software is licensed directly to the End User under Vendor’s End User License Agreement (EULA).
Reseller shall not sublicense, redistribute, or otherwise transfer the Software.
Reseller is responsible for ensuring End Users accept and comply with the EULA. The EULA governs payment terms and delivery.
Audit Rights. Vendor may, upon reasonable notice, audit Reseller’s records solely to verify compliance with this Agreement.
The Software, all associated intellectual property, and any related materials are the sole and exclusive property of Vendor. Reseller is granted no ownership rights in the Software, only the limited right to resell it as described herein.
Reseller agrees to comply with all applicable U.S. export laws and regulations. Reseller shall not export, re-export, or otherwise transfer the Software without required licenses and Vendor’s written consent.
The Software is provided “as-is,” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Reseller acknowledges that they have evaluated the software to their satisfaction and agrees to resell it at their own risk.
In no event shall vendor be liable to reseller or any third party for any direct, consequential, incidental, indirect, or special damages, of any kind, including but not limited to lost profits, arising out of this agreement or the use of the software, even if vendor has been advised of the possibility of such damages. Vendor’s liability shall be limited to the amount paid by reseller for the software.
Indemnification
Reseller agrees to indemnify, defend, and hold Vendor harmless against all claims, losses, and expenses (including attorneys’ fees) arising from:
- Reseller’s resale or marketing of the Software
- Noncompliance with laws or the EULA
- End User disputes
- Third-party infringement claims resulting from Reseller’s conduct
Termination
This Agreement is effective upon acceptance by GTB Technologies, Inc. and remains in force until the one-time resale transaction is completed. Either party may terminate this Agreement immediately upon written notice if the other party breaches any of its terms. Upon termination, Reseller must cease all sales, distribution, and use of the Software.
Modification of Terms
Vendor may update or modify this Agreement at any time, without prior notice. All modifications are effective upon posting at:
It is the Reseller’s responsibility to regularly review the posted terms. Continued submission of orders or resales constitutes acceptance of updated terms.
Electronic Signatures
Electronic signatures (including via DocuSign or similar) are legally binding and enforceable.
Survival
Sections concerning payment, intellectual property, indemnification, limitation of liability, governing law, and audit shall survive termination or expiration.
Affiliate Benefit and Enforcement
Reseller agrees that this Agreement, including all indemnities and limitations of liability, inures to the benefit of Vendor and its Affiliates, each of which shall be entitled to enforce such terms as a third-party beneficiary, even if not signatory to this Agreement.
GTB Technologies, Inc. reserves the right to update these terms at any time. Resellers are responsible for reviewing current terms prior to order submission.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Florida, Palm Beach County without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts located in Palm Beach Country. The Parties agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Palm Beach County in Florida and the United States District Court for the Central District of Florida, with respect to such matters. Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and either party may seek injunctive relief in any United States or foreign court.
Reseller Agreement Registration
Provide your details to initiate the agreement process.