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Dropsuite Standard Reseller Terms of Service

Effective March 5, 2018

This document, the Dropmysite Pte Ltd. (registration no. 201135917D Singapore) trading as Dropsuite (“Dropsuite”) Reseller Terms of Service (“Terms”) outlines the terms regarding your use of our Reseller Portal and Dropsuite Software. These Terms are a legally binding contract between the IT Service Provider who is authorized by Dropsuite to resell Dropsuite Data Backup Service (“Partner” or occasionally referred to as “Reseller”) and Dropsuite, so please read carefully. If you do not agree with these Terms, please do not register or use our Reseller Portal or software.

1. INTERPRETATION

1.1 Definitions

In these Terms, the following terms have the following stated meaning:

1.2 Interpretation

  1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms
  2. words in the singular include the plural and vice versa
  3. a reference to:
    1. a Party to the Terms includes that Party’s permitted assigns
    2. personnel includes officers, employees, contractors and agents, but a reference to the Partner’s personnel does not include Dropsuite
    3. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department or any other entity
    4. including and similar words do not imply any limit and
    5. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them
 

2. APPOINTMENT AND ACCEPTANCE

2.1 Appointment of the Partner as a reseller

Dropsuite agrees to appoint, and the Partner accepts appointment, to resell the Dropsuite Data Backup Service on the terms, and subject to the conditions, set out in this Agreement.

2.2 Right to conduct the Business – non-exclusive

  1. Dropsuite grants to the Partner the non-exclusive, non-transferable right to conduct the Business in accordance with this Agreement for the term of this Agreement and the Partner must use best efforts to conduct the Business
  2. Dropsuite acknowledges and agrees that such right does not prevent the Partner from being in any way concerned or interested either directly or indirectly in the provision of services that compete with the Dropsuite Data Backup Service or have substantially similar functionality
  3. the Partner acknowledges that nothing in this Agreement applies to limit or restrict Dropsuite’s right to authorise third parties as its partner or otherwise to conduct the Business, whether as resellers, distributors or otherwise so that:
    1. the Partner and any and all other third parties appointed and authorised by Dropsuite at its sole discretion shall have the right to market and sell the Dropsuite Data Backup Service during the Term and
    2. Dropsuite reserves the right, but is not obligated, to participate in joint marketing activities with the Partner to promote and sell the Dropsuite Data Backup Service during the Term

2.3 No distribution

The Partner must not sell the Dropsuite Data Backup Service to any person that the Partner knows intends to sell or otherwise commercially resupply the Dropsuite Data Backup Service.

2.4 Status

  1. The Partner is an independent contractor of Dropsuite. No other relationship (for example, employer, joint venture, agency, trust or partnership) exists under this Agreement. The Partner:
    1. undertakes and agrees not to, in any way, describe itself as an agent or representative of Dropsuite and
    2. acknowledges and agrees that it does not have any authority to bind Dropsuite to any agreements and/or to pledge the credit of Dropsuite in any way
  2. This Agreement does not transfer or licence any Dropsuite Intellectual Property to the Partner.

2.5 Distributor or Non-Standard Agreement

  1. If the Partner accesses the reseller and/or end user portal pursuant to its relationship with a Dropsuite authorized distributor, then the terms agreed between the partner and the distribution shall prevail.
  2. If the Partner accesses the reseller and/or end user portal pursuant to its signing non-standard terms of service agreement with Dropsuite then the terms set out and agreed in the non-standard terms of service shall prevail.

3. ROLES AND RESPONSIBILITIES OF THE PARTIES

3.1 Dropsuite’s role and responsibilities

Dropsuite agrees that it shall host, manage and maintain the Dropsuite Data Backup Service so that it can be used and resold by the Partner and resold by the Partner to its End Users in accordance with this Agreement.

Dropsuite may at any time and from time to time without notice in advance to the Partner change the specifications, features and capabilities of the Dropsuite Data Backup Service at its sole discretion, including adding new features and capabilities and ceasing to provide then existing features and capabilities.

3.2 The Partner’s role

The Partner agrees that:
  1. it shall, at its own expense, market and resell the Dropsuite Data Backup Service in accordance with this Agreement, using all due care and diligence and cultivating and maintaining good relations with its End Users and potential customers in accordance with sound commercial principles and
  2. it shall not:
    1. do, or omit to do, anything that may bring disrepute to Dropsuite, the Dropsuite Data Backup Service and/or the Brands into disrepute and/or
    2. permit or encourage any third party to do, or omit to do, anything that may bring disrepute to Dropsuite, the Dropsuite Data Backup Service and/or the Brands and/or
    3. engage in any conduct which in the sole opinion of Dropsuite is or may be prejudicial to the Dropsuite Data Backup Service or the marketing of the Dropsuite Data Backup Service by the Partner, Dropsuite or any other person authorised by Dropsuite to market the Dropsuite Data Backup Service and/or
    4. hold itself out to being authorised to bind Dropsuite in any way or create an impression of it being so authorised

3.3 The Partner’s responsibilities

The Partner agrees that it will:

  1. not, except in accordance with this Agreement, sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Dropsuite Backup Service in any manner to any third parties whatsoever
  2. ensure that it enters into End User Terms and Conditions with each of its End Users to which it resells the Dropsuite Data Backup Service and that it includes in them minimum terms for the following purposes for the benefit of Dropsuite:
    1. to protect all Dropsuite’s (and its licensors’) existing and future Intellectual Property Rights in the Dropsuite Data Backup Service
    2. to require the End User to use the Dropsuite Data BackUp Service (which it may either name or describe generically in its End User Terms and Conditions) only for lawful personal purposes or for its lawful internal business purposes
    3. to prohibit the End User from copying, reproducing, reverse-engineering, decompiling, disassembling, reselling, distributing or modifying the Dropsuite Data Backup Service (whether named or described generically) without the written consent of the Partner, except to the extent expressly permitted by any law or treat that is in force where that law or treaty cannot be excluded, restricted or modified, provided that where the End User seeks any such consent from the Partner, the Partner must not provide it unless and until it has sought and obtained the consent of Dropsuite
    4. to include limitations on liability that are no less protective than the warranty exclusion set out in clause 10 of this Agreement and to include exclusions of liability that are no less protective than the warranty exclusions set out in clause 8 of this Agreement
  3. obey Dropsuite’s instructions in relation to the intended use of the Dropsuite Backup Service and supply to Dropsuite such information and support as Dropsuite may request to enable Dropsuite to carry out its obligations under this Agreement
  4. provide training to members of its own organisation and to the End Users wishing to use the Services and

4. PROVISION OF THE DROPSUITE DATA BACKUP SERVICE FOR RESALE

4.1 Opening a Dropsuite reseller account for the Partner

In order for Dropsuite to open a Dropsuite reseller account for the Partner, on or after the Start Date:
  1. the Partner must provide Dropsuite with all information reasonably requested by Dropsuite for the purpose of opening a production reseller account, which the Partner warrants will be complete, accurate and not misleading in any way (including, without limitation, by omission) and
  2. Dropsuite must thereupon create and provide the Partner with access to a reseller portal to enable the Partner to create and manage its End Users in Dropsuite’s backup system.
  3. the Partner shall be responsible for all activities that occur in their reseller portal.

4.2 End User accounts

Depending on the type of integration agreed between Dropsuite and the Partner on or around the date of this Agreement, as the same may be varied at any time and from time to time by mutual agreement, the Partner may:
  • provide End Users who have entered into an End User Agreement with the partner with the means to obtain the Dropsuite Data Backup Service on an online ‘self-service’ basis and/or
  • manually add End Users to the Dropsuite Data Backup Service

4.3 Conditions for accessing the Dropsuite Data Backup Service

When accessing the Dropsuite Data Backup Service, the Partner and its personnel must:
  • not impersonate another person or misrepresent authorisation to act on behalf of others or Dropsuite
  • not attempt to undermine the security or integrity of the Underlying Systems
  • not use, or misuse, the Dropsuite Data Backup Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other partner or user to use the resell or use, respectively, the Dropsuite Data Backup Service
  • not attempt to view, access or copy any material or data other than that to which the Partner is authorised to access by the End User and
  • neither use the Dropsuite Data Backup Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and/or privacy rights) or is Objectionable, incorrect or misleading

4.4 Authorisations

The Partner is responsible for procuring all licences, authorisations and consents required for the Partner and its personnel to resell the Dropsuite Data Backup Service.

5. FEES

5.1 Payment of Fees

The Partner must pay to Dropsuite the Fees in accordance with this clause 5.

5.2 Invoicing and payment

At the beginning of each calendar month, Dropsuite will calculate the number of End Users of the Dropsuite Data Backup Service resold by the Partner in the previous calendar month and calculate the Fee payable by the Partner to Dropsuite.

Dropsuite will provide the Partner with an invoice for the amount payable by the Partner to Dropsuite monthly in arrears for the Fees due in the previous calendar month. If Dropsuite is required to pay any goods and services tax (‘GST’), it will add such GST to the Fees and the Partner agrees to pay to Dropsuite both the Fees and such GST.

The Partner must pay the Fees:

  • Based on the End User pricing on the Reseller Portal (and irrespective of whether the Partner has received payment from End Users) and
  • electronically to the account specified in Dropsuite’s invoice in cleared funds without any set off or deduction
 

5.3 Overdue amounts

Dropsuite may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage of up to 5 percent.

5.4 Taxes

The Partner agrees that it is responsible for all taxes, duties, levies and other similar charges (and any related interest and penalties), however designated, (“Taxes”) arising out of or in connection with the Fees, including any tax that the Partner is required to withhold or deduct from the Fees.

If any Taxes are required to be paid, the Partner shall pay such additional sums as are necessary to ensure that Dropsuite receives a net amount equal to the Fees that Dropsuite would have received had the payment not been made subject to such Taxes.

To mark their Dropsuite reseller account as not taxable, the Partner should send those exemption certificates to Dropsuite.

 

6. INTELLECTUAL PROPERTY

6.1 Ownership

Title to, and all Intellectual Property Rights in, the Dropsuite Data Backup Service, the Website and all Underlying Systems is and remains the property of Dropsuite (and its licensors). The Partner must not dispute that ownership.

The Partner agrees and acknowledges that any goodwill or reputation of the Dropsuite Data Backup Services generated by the Partner’s rights and/or obligations under this Agreement belong to Dropsuite. The Partner shall not be entitled to claim compensation from Dropsuite for such enhanced goodwill or reputation

6.2 Feedback

If the Partner provides Dropsuite with ideas, comments or suggestions relating to the Dropsuite Data Backup Service or Underlying Systems (together, ‘Feedback’):
  1. all Intellectual Property Rights in that Feedback and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by Dropsuite and
  2. Dropsuite may use or disclose the Feedback for any purpose

6.3 The Partner’s rights and obligation regarding Intellectual Property Rights

The Partner undertakes and agrees throughout the term of this Agreement:
  1. not to do or permit any act that is directly or indirectly likely to prejudice the rights, title or interest in Dropsuite’s Intellectual Property Rights or assist or allow any third party to do so
  2. if Dropsuite provides the Dropsuite Data Backup Services to the Partner on a ‘Dropsuite-branded’ basis, to use the Brands (in compliance with all relevant laws and regulations applicable to the Partner) whenever any part of the Dropsuite Data Backup Services is referred to by the Partner
  3. to notify Dropsuite in writing of:
    1. any actual, threatened or suspected infringement of Dropsuite’s Intellectual Property Rights and/or
    2. any claim by any third party the the Dropsuite Data Backup Service and/or the Underlying Systems infringe any Intellectual Property Rights of any third party

6.4 Third party intellectual Property Rights

  1. Dropsuite indemnifies the Partner against any claim or proceeding brought against the Partner to the extent that claim or proceeding alleges the Partner’s use and/or resale of the Dropsuite Data Backup Service and/or the Underlying Systems in accordance with this Agreement constitutes an infringement of a third party’s Intellectual Property Rights (‘IP Claim’). The indemnity is subject to the Client:
    1. promptly notifying Dropsuite in writing of the IP Claim
    2. taking such reasonable action as Dropsuite may direction in relation to such alleged infringement
    3. making no admission of liability and not otherwise prejudicing or settling the IP Claim without Dropsuite’s prior written consent and
    4. giving dropsuite.complete authority and information required by Dropsuite to conduct and/or settle the negotiations and litigation relating to the IP Claim
    5. The costs incurred or recovered are for Dropsuite’s account.
  2. The indemnity in clause 6.4(a) does not apply to the extent that an IP Claim arises from or in connection with:
    1. the Partner’s breach of this Agreement or
    2. use of the Dropsuite Data Backup Service and/or the Underlying Systems in a manner or for a purpose not reasonably contemplated by this Agreement or otherwise not authorised in writing by Dropsuite
  3. If at any time an IP Claim is made, or in Dropsuite’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Dropsuite may (at Dropsuite’s sole discretion):
    1. obtain for the Partner the right to continue the items which are the subject of the IP Claim or
    2. modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing
 

6.5 Survival

This clause 6 shall survive the termination of this Agreement.

7. CONFIDENTIALITY

7.1 Security

Each Party must, unless it has the prior written consent of the other Party:
  1. keep confidential at all times the Confidential Information of the other Party and not use it except in furtherance of the performance of, and the purposes contemplated by, this Agreement
  2. effect and maintain adequate security measures to safeguards the other Party’s Confidential Information from unauthorised access or use and
  3. disclose the other Party’s Confidential Information to its personnel or professional advisers on a ‘need to know’ basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other Party’s Confidential Information is aware of, and complies with, the provisions of clauses 6.1(a) and 6.1(b)

7.2 Permitted disclosure

The obligation of confidentiality in clause 6.1(a) does not apply to any disclosure or use of Confidential Information:
  1. for the purpose or performing this Agreement or exercising a Party’s rights under this Agreement
  2. required by law (including under the rules of a stock exchange or a government or statutory body with the authority to regulate or direct either or both of the Parties)
  3. which is publicly available through no fault of the Party that received the Confidential Information from the other Party
  4. which was rightfully received by a Party from a third party without restriction and without breach of any obligation of confidentiality of which the receiving Party was aware or should reasonably have been aware or
  5. if required as part of a bona fide sale of the disclosing Party’s business (assets or shares, whether in whole or in part) to a third party, provided that Dropsuite enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6

7.3 Survival

This clause 7 shall survive the termination of this Agreement.

8. WARRANTIES

8.1 Mutual warranties

Each Party warrants that:
  1. it is duly incorporated and validly existing under the laws of its country of incorporation
  2. it has full power and authority to enter into and perform its obligations under this Agreement which, when signed, will constitute binding obligations on that warranting Party
  3. this Agreement is enforceable against that Party in accordance with its terms and that all corporate and governmental approvals, consents, licences and permits required for that Party to validly enter into and perform its obligations under this Agreement have been obtained and
  4. it will duly comply with all laws, regulations and directives applicable to it

8.2 No implied warranties

To the maximum extent permitted by law:
  1. Dropsuite’s warranties are limited to those set out in this Agreement and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to an amount equal to the Fees paid by the Partner to Dropsuite in the three calendar months preceding the event that gave rise to the liability and
  2. Dropsuite makes no representation concerning the quality of the Dropsuite Data Backup Service and does not promise that the Dropsuite Data Backup Service will:
    1. meet the Partner’s and/or its End Users’ requirements or be suitable for a particular purpose or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free

8.3 Limitation of remedies

Where legislation or rule of law implies into this Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this Agreement. However, the liability of Dropsuite for any breach of that condition or warranty is limited, at Dropsuite’s option, to:

  1. supplying the Dropsuite Data Backup Service again and/or
  2. paying the costs of having the Dropsuite Data Backup Service supplied again

9. TERM, TERMINATION AND SUSPENSION

9.1 Term

Unless terminated under this clause 9, this Agreement:
  1. starts on the Start Date and
  2. continues in effect unless terminated by Dropsuite or the Partner,
provided that either Party may by not less than 14 days notice in writing to the other Party to terminate this Agreement at any time.

9.2 Termination for cause

  1. Either Party may:
    1. by notice in writing to the other Party, terminate this Agreement if the other Party breaches any provision of this Agreement, the breach is capable of being remedied and the the breach is not remedied within 10 business days of the receipt of a notice from the first Party requiring it to remedy the breach or the breach is not capable of being remedied.
    2. Either Party may by five business days’ notice in writing terminate this Agreement if the other Party breaches any provision of this Agreement and the breach is not capable of being remedied.
  2. Either Party may, by notice in writing to the other Party, immediately terminate this Agreement if the other Party:
    1. breaches any material provision of this Agreement, the breach is not capable of being remedied and the first Party considers that immediate termination is reasonably necessary
    2. except in relation to a reorganisation, reconstruction or amalgamation not affecting its creditworthiness, commences any kind of winding up proceedings, becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason or
    3. is unable to perform a material obligation under this Agreement for 30 days or more due to Force Majeure

9.3 Consequences of termination

  1. Upon the termination of this Agreement:
    1. all outstanding unpaid invoices rendered by Dropsuite to the Partner in respect of the Dropsuite Data Backup Service shall become immediately due and payable by the Partner to Dropsuite and
    2. Dropsuite may render to the Partner an invoice for Fees for the calendar month in which termination occurs and, if not already rendered, for the calendar month preceding termination and such invoices shall become immediately due and payable by the Partner to Dropsuite
  2. Upon the termination of this Agreement the Partner must immediately stop:
    1. using and/or reselling the Dropsuite Data Backup Service and
    2. using Dropsuite’s Intellectual Property, including (where Dropsuite provides the Dropsuite Data Backup Service to the Partner on a ‘Dropsuite-branded’ basis) the Brands
  3. Upon the termination of this Agreement the Party that has received Confidential Information (the ‘Receiving Party’) must, at the other Party’s option (the ‘Disclosing Party’) deliver to the Disclosing Party all papers and documents containing any Confidential Information or destroy the relevant Confidential Information and copies of it and certify to the Disclosing Party that this has been done, provided that the Receiving Party is not required to destroy or return Confidential Information to the extent that it has become part of the Receiving Party’s business and financial records (for example, part of its accounting records or part of its board papers).
  4. Termination of this Agreement does not affect either Party’s rights and obligations that accrued prior to that termination.
 

9.4 Suspending access

Without limiting any other right or remedy available to Dropsuite, Dropsuite may restrict or suspend the Partner’s access to the Dropsuite Data Backup Service where the Partner (including any of its personnel):

  1. if the Partner fails to pay the Fees when due and payable
  2. undermines, or attempts to undermine, the security or integrity of the Dropsuite Data Backup Service and/or any Underlying Systems
  3. uses or attempts to use the Dropsuite Data Backup Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Dropsuite Data Backup Service or
  4. in Dropsuite’s reasonable opinion, has otherwise materially breached this Agreement,

Dropsuite will without delay notify the Partner in writing where it restricts or suspends the Partner’s access to the Dropsuite Data Backup Service.

9.5 Survival

This clause 9 shall survive the termination of this Agreement.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Indemnification

Each Party (the ‘Indemnifying Party’) agrees to fully and effectively indemnify, defend and hold harmless the other Party, its related corporations, their officers, directors and employees (each an ‘Indemnified Party’ and, collectively, the ‘Indemnified Parties’) against any and all losses, damages, liabilities, claims, demands (including settlement, costs, charges and expenses and/or portions thereof), suffered or incurred by the Indemnified Parties:

  1. directly or indirectly out of or in connection with the performance of the Indemnifying Party’s obligations under this Agreement or any breach of this Agreement by its employees, agents or sub-contractors
  2. any liabilities or damages or costs arising out of any third party claim in connection with the Indemnifying Party’s use of the Dropsuite Data Backup Service in any way not contemplated by this Agreement
 

10.2 Maximum liability of the Parties

The maximum aggregate liability of a Party to the other Party under or in connection with this Agreement (including under clause 10.1 of this Agreement) or relating to the Dropsuite Data Backup Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise must not in any Year exceed an amount equal to the Fees paid by the Partner to Dropsuite under this Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Partner to Dropsuite from the Start Date to the date of the first event giving rise to liability. The cap in this clause includes the cap set out in clause 8.2

10.3 Unrecoverable loss

Neither Party is liable to the other Party under or in connection with this Agreement or the Dropsuite Data Backup Services for any:
  1. loss of profit, revenue, savings, business, use, data and/or goodwill or
  2. consequential, indirect, incidental or special damage or loss of any kind

10.4 Unlimited liability

  1. Clauses 10.2 and 10.3 do not apply to limit Dropsuite’s liability:
    1. under the indemnity in clause 6.4(a) or
    2. under or in connection with this Agreement for personal injury or death or for fraud or wilful misconduct
  2. Clause 10.3 does not apply to limit the Partner’s liability:
    1. to pay the Fees or
    2. for those matters stated in clause 10.4(a)(ii)

10.5 No liability for other Party’s failure

Neither Party will be responsible, liable or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that the failure is cased by the other Party failing to comply with its obligations under this Agreement, or by the negligence or misconduct of the other Party or its personnel.

10.6 Mitigation

Each Party must take reasonable steps to mitigate any loss or damage, cost or expensive it may suffer or incur arising out of anything done or not done by the other Party under or in connection with this Agreement.

11. DISPUTES

  1. Before taking any Court action, a Party must use best efforts to resolve any dispute under, or in connection with, this Agreement through good faith negotiations.
  2. Each Party must, to the extent possible, continue to perform its obligations under this Agreement even if there is a dispute.
  3. This clause 11 does not affect either Party’s right to seek urgent interlocutory and/or injunctive relief.

12. GENERAL

12.1 Compliance with data protection/privacy laws

Each Party shall ensure that it complies with all applicable requirements under each and every data protection/privacy law applicable to it and any related regulations or directions, whether now enacted or in the future. If at any time and from time to time Dropsuite considers that this Agreement fails, or may fail, to comply with applicable data protection/privacy law, Dropsuite may send the Partner written notice of such amendments to this Agreement as Dropsuite reasonably considers are necessary for compliance by either or both Parties and such amendments shall take effect not later than 10 busines days after such notice is received in accordance with clause 12.15 by the Partner.

12.2 Publicity

Neither Party shall, without the prior written consent of the other Party, publicly announce the existence of this Agreement or the reseller arrangements contemplated by it. Any statement to the press or the public shall be in a form that is agreed by the Parties.

12.3 Force Majeure

Neither Party is liable to the other Party for any failure to perform its obligations under this Agreement to the extent caused by Force Majeure, provided that the affected Party:
  1. immediately notifies the other Party and provides full information about the Force Majeure
  2. uses best efforts to overcome the Force Majeure and
  3. continues to perform its obligations under this Agreement to the extent reasonable practicable

12.4 Rights of third parties

A person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, but this does not affect any right or remedy of a third party that exists or is available apart from such Act.

12.5 Entire agreement

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter. This Agreement may be modified or amended only by express written agreement between the Parties.

12.6 Counterparts

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original. Such counterparts of duplicates will together constitute one and the same agreement.

12.7 Interpretation

This Agreement will be interpreted in accordance with its plain meaning and not against or in favour of the Party primarily responsible for drafting it.

12.8 Severability of provisions

With one exception, if any provision of this Agreement is held unenforceable, the provision will be severed from the rest of this Agreement, which will remain in force.

The exception arises if the severed provision is reasonably deemed by the Party asserting its validity to be essential to the purposes of this Agreement. In that case, the Parties will negotiate an amendment to this Agreement that realigns their respective benefits and burdens so that they most nearly approximate those originally intended.

12.9 Future assurances

Each Party will use its best efforts to cooperate with the other in obtaining required permits and otherwise causing the transactions contemplated by this Agreement to be effected in accordance with its terms.

Each Party will sign and deliver and further certificates, applications, notices, agreements and other documents that any other Party may reasonably request to facilitate performance under this Agreement and compliance with applicable law.

12.10 Waivers

No delay in the exercise of any right is deemed a waiver of that right, nor does the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.

12.11 Remedies cumulative

All remedies, rights, undertakings, obligations and agreements contained in this Agreement are cumulative and in addition to the respective Party’s other rights and remedies available at law and/or equity.

12.12 Assignments

A Party may not assign its rights or obligations under this Agreement without the express written consent of the other Party. Any purported assignment, subcontract, transfer or disposition of rights or obligations under this Agreement, or of any part of them, without such prior written consent shall be void and of no effect.

12.13 Expenses and taxes

Each Party will be responsible for its own expenses incurred in entering into and performing this Agreement, including taxes, governmental filing fees and other governmental charges payable in connection with the Party’s performance of this Agreement.

12.14 Notices

Any Notice under this Agreement may be sent by email during ordinary business hours in Singapore. Such a notice is treated as having been given and received on the day of transmission if a business day in Singapore and otherwise on the next following business day in Singapore, except where the sender receives notice of non-delivery. In any such case, the sending Party may:
  1. have the notice delivered to the recipient’s business address and it will be deemed to have been received on the day of delivery if a business day in Singapore and, if not, on the next business day in Singapore or
  2. send the notice by prepaid mail to the recipient’s business address and it will be deemed to have been received on the second business day after posting or
  3. by facsimile during business hours in Singapore and, if the sender receives a correct and complete transmission report it will be deemed to have been received on the day of transmission if a business day in Singapore and otherwise on the next following business day in Singapore.

12.15 Governing law

Agreement is governed by, and must be interpreted in accordance with, the laws of Singapore. Each Party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with this Agreement.

12.16 Modification of Terms and Conditions

Dropsuite We reserve the right to modify these Terms. We will post the most current version of these Terms reseller portal. If we make material changes to these Terms, we will notify you via the reseller portal and/or by email to the address associated with your account. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you agree to the updated terms.

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