RESELLER AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ENTERING INTO THIS RESELLER AGREEMENT.

WHEREAS the Corporation exercises its activities in Mental Health awareness services, specifically online training programs, services and solutions, as elaborated and offered through the “STIGMAZERO Online Training Academy” platform including but not limited to its websites https://stigmazero.com/ and https://stigmazeroacademy.com/ (hereinafter the “Business Activity(ies)”);

WHEREAS the Corporation is of the opinion that the Reseller has the necessary qualifications, experience and abilities to market and sell the Corporation’s Business Activities, as deemed required by the Corporation;

WHEREAS the Corporation hereby appoints the Reseller as one of the Corporation’s non-exclusive Resellers;

WHEREAS the Parties have agreed to enter into a Reseller Agreement (hereinafter the “Agreement”) and to abide by the terms and conditions thereof;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereinafter set out, the parties hereto agree as follows:

1. PREAMBLE

The preamble shall form an integral part of the Agreement;

2. TERM

The Parties agree that this Agreement will last for a term of one (1) year (hereinafter the “Term”), unless otherwise terminated by either Party. This Agreement may be renewed for one (1) year thereafter, with automatic one (1) year renewals, at the sole discretion of the Corporation.

3. RESELLER’S SERVICES

The Reseller shall provide the Corporation with the following services (hereinafter the “Services”) described herein below:

a) “Lead” shall mean any third party contacts or referrals for Business Activities that Reseller may refer to the Corporation in writing from time to time, and not yet known to the Corporation at that time and for which the Reseller is the effective cause of contact and introduction, which contact is acknowledged by Corporation in writing.

b) Reseller shall refer Leads to the Corporation, in accordance with the present Agreement.  

c) Corporation reserves the right to refuse any Lead, at its sole discretion.

d) Reseller may provide online training programs to Clients (hereinafter “End User”) on the terms and conditions contained herein;

e) Identify up-sell / cross-sell opportunities to any Lead;

f) Close any related sales opportunities;

4. RESELLER’S OBLIGATIONS

a) The Reseller shall disclose any and all conflicts of interest in writing prior to the commencement of the Agreement;

b) Reseller is solely responsible for obtaining all licenses, approvals, or regulatory authorizations appropriate or necessary for Reseller to perform its obligations as set forth in this Agreement, which it shall be required to disclose to the Corporation upon its request;

5. RESELLER’S RESPONSIBILITIES

a) The Reseller shall provide the Services in a competent, professional manner and shall meet the standards of performance expected of experienced professional of the same type as the Reseller. The Reseller shall be responsible for the Services performed under the Agreement;

b) The Reseller shall exhibit and conduct behavior in a manner consistent with the high image, reputation and credibility of the Corporation and shall engage in no activities that may reflect adversely on the Corporation;

c) The Reseller shall not make any representations or claims or give any warranties or representation regarding the Business Activities which have not been authorized by the Corporation in writing or which is inconsistent with any documentation or information provided by or on behalf of the Corporation, including all warranties and disclaimers contained in such documentation or information;

d) The Reseller shall not without the prior written approval of the Corporation commit the Corporation in any way to the performance of any contract whatsoever nor incur any liabilities on behalf of the Corporation nor pledge the credit of the Corporation nor make any representations nor give any warranties on behalf of the Corporation, nor will it hold itself out, or permit any person to hold itself out as being authorized to bind the Corporation in any way.  

6. CORPORATION’S RESPONSIBILITIES

a) The Corporation may choose, at its sole discretion, not to accept an End User introduced by Reseller for any reason;

b) The Corporation may assist the Reseller in the performance of its obligations, under this agreement by providing the Reseller with sales literature and other sales aides that the Corporation considers useful, from time to time, the cost of which shall be assumed by Reseller;

c) The Corporation may provide the Reseller information and documentation regarding the nature, characteristics and trainings related to the Business Activities as the Corporation considers necessary to enable the Reseller to promote and market the same;

d) The Corporation may, upon availability and without obligation, recommend technical support for the Business Activities to the Reseller and/or the End User, the cost of which shall be assumed by Reseller;

e) The Corporation shall pay a commission to the Reseller in the event that Reseller passes-off a Lead to Corporation that results in an End User, a fee equal to TEN percent (10%) for every product or service related to the Business Activity up to a maximum of TWELVE (12) months of the rendered Business Activity.

f) The Corporation shall pay out commissions in accordance with Article 8 herein below.

7. RELATIONSHIP BETWEEN THE PARTIES

The Reseller is an independent contractor of the Corporation. It is understood that neither the Reseller, nor it agents, representative, nor employees are in any way the legal representatives or agents or employees of the Corporation for any purposes whatsoever and have no right or authority to assume or create in writing or otherwise any obligation of any kind, express or implied in the name of or on behalf of the Corporation, unless explicitly provided for in the present Agreement;

8. BILLING

a) The Corporation agrees to begin charging the End User from the day on which the latter became a party to the EULA. Payments shall be made in full at the Effective Date of EULA (hereinafter the “End User Due Date”) for the given End User to the Corporation and every subsequent anniversary thereafter.

b) Within thirty (30) business days from the receipt of payment by an End User, the Corporation shall pay the Reseller along with a detailed statement and upon presentation of an invoice from Reseller (hereinafter “Corporation Due Date”).

c) The Parties acknowledge that the Business Activities prices are determined solely at the discretion of the Corporation.

9. TAXES

Corporation shall be responsible for all taxes including without limitations all sales taxes, use taxes and excise taxes and any other similar taxes imposed by any federal, state, provincial or local government relating to Reseller providing the Business Activities services to End User’s under this Agreement.

10. NON-ASSIGNABLE

The Reseller agrees that this Agreement shall not be assigned, either in whole or in part, and that any attempted assignment by the Reseller without prior written consent of the Corporation shall be void;

11. CONFIDENTIALITY & INTEGRITY

a) The Reseller shall maintain in confidence and safeguard all Corporation’s business information (whether in verbal, written or electronic data form), which becomes available to it in connection with this Agreement, and shall not disclose such information to others, except as the Corporation shall specifically authorize or direct in writing. In the latter event, the Corporation will advise the Reseller to whom such information should be disclosed. The Reseller may not copy any such information except as the Corporation may authorize in writing. The Reseller further agrees not to use any Corporation’s business information for purposes other than performing its obligations under this Agreement and to return or destroy such information immediately upon the request of the Corporation;

b) Knowledge or information of any kind disclosed by the Reseller to the Corporation shall be deemed to have been disclosed without obligation on the part of the Corporation to hold same in confidence and the Corporation shall have full right to use and disclose such information without any compensation to the Reseller except as specifically provided by this Agreement;

c) The maintenance of high standards of business conduct is considered of utmost importance to the Corporation. The Reseller’s and or Partner’s shall comply with all the Corporation’s policies. A breach of any of the Corporation’s policies will be considered just cause for termination of this Agreement;

d) Not, either during Agreement or anytime thereafter, disclose to any person, firm or corporation any information or products concerning the business of the Corporation, except as may be required by law;

e) The provisions of this section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement and be enforceable throughout the world, by way or injunction of any other remedy that Corporation may determine appropriate under the circumstances;

12. INTELLECTUAL PROPERTY, TRADE NAME OR TRADEMARKS

a) The names and logos specifically used by the Corporation and any logo or characteristic decoration used in relation to them may not be used as part of the business or corporate name or trading style of the Reseller but may be used by the Reseller only in connection with the performance of the Reseller’s obligations under this Agreement.

b) The Reseller acknowledges and agrees that the Corporation owns and shall retain all rights, titles and interests in and to (a) all intellectual property rights embodied in the Business Services; (b) all of the service marks, trademarks, trade names and any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Business Services, the Reseller comprehends that this Agreement does not grant to the Reseller any intellectual property rights of any nature.

c) The Reseller shall use the current Corporation names, logos and other marks (hereinafter the “Marks”) on the product and all marketing and promotional material therefore as authorized by the Corporation for all purposes in the performance of Reseller’s duties hereunder.

d) The Reseller’s use of such Marks shall be in accordance with the Corporations policies in effect from time to time, including but not limited to, trademark usage and advertising policies.

e) The Reseller shall have no claim or right in such Marks and Reseller shall not make any claim or contest the use of any such Mark authorized by the Corporation. Except as expressly authorized in writing by the Corporation, Reseller shall not file or attempt register any Mark or any confusingly similar Marks.

13. WARRANTY

a) Each Party represents, warrant and undertakes that:

(i) It has full capacity and authority and all necessary consents to enter into and to perform this Agreement and to grant the rights and licenses referred to in this Agreement and that this Agreement is executed by its duly authorized representative and represents a binding commitment on it; 

(ii) It shall comply with all applicable legislations in the performance of its obligations under this Agreement.

b) The Reseller accepts responsibility for the Corporations Business Activities to achieve its intended results and acknowledges that the Business Activities have not been developed to meet the individual requirements of the Reseller.

14. INDEMNITY

Reseller shall indemnify and hold the Corporation harmless from and against any and all damages, liabilities, cost and expenses, including without limitations reasonable attorney fees, which the Corporation incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Reseller under this Agreement or any breach of this Agreement by Reseller.

15. LIABILITY

a) In no event will the Corporation’s liability exceed the monies paid to the Reseller to the Corporation. The existence of more than one claim will not enlarge or extend this limit.

b) The following provisions set out the entire financial liability of the Corporation (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Reseller in respect of:

(i) Any breach of this Agreement; and

(ii) Any representation, misrepresentation (whether innocent or negligent), statement or Vile act or omission (including negligence) arising under or in connection with this Agreement.

c) Except as expressly and specifically provided in this Agreement, all warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from this Agreement.

(i) Loss of profits; or

(ii) Loss of business; or

(iii) Depletion of goodwill or similar losses; or

(iv) Loss of anticipated savings; or

(v)Loss of goods; or

(vi) Loss of use; or

(vii) Loss or corruption of data or information; or

(viii) Any special, indirect, consequential or pure economic loss, costs, damages. Charges or expenses.

16. TERMINATION

The Agreement may be terminated without any compensation, payment, and severance whatsoever on the happening of any of the following events:

(i) At any time upon the mutual written agreement of both Parties;

(iii) By either Party with or without cause upon sixty (60) days prior written notice of termination to the other Party;

(iii)With or without notice to Reseller, immediately upon termination of this Agreement;

(iv) By either Party, following a material breach of this Agreement by the other Party and the breaching Party’s failure to cure such breach within five (5) days of it receiving written notice of such breach;

(v) The Corporation reserves all rights to terminate the Agreement with the said and mentioned Reseller in the event that that it does not comply with or misrepresent the Corporation in any form.

Neither the Corporation or the Reseller shall be liable by reason of expiration of this Agreement to the other for compensation, reimbursement or damages on account of the loss of prospective income or on account of expenditures, investments, losses or commitments in connection with the business or goodwill of the Corporation or the Reseller or otherwise.

17. EFFECTS OF TERMINATION

a) Upon termination or expiry of this Agreement for any reason, the Reseller must:

(i) Immediately cease offering the Corporation’s Business Activities to End Users;

(ii) Immediately discontinue the display or use of the Corporation’s name or logos;

(iii) Or any name, logo or decoration bearing any resemblance to them which may be likely to cause confusion or to mislead any person.

b) Upon such notice of termination, Reseller shall immediately surrender all Confidential Information and certify to the Corporation in writing.  

18. FORCE MAJEURE

a) Neither party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this Agreement (other than the obligation to make payments, which shall not be affected by this provision) due to any causes beyond its reasonable control, which causes include but are not limited to Acts of God or the public enemy, riots, insurrections, war, fire, strikes, labor difficulties, embargoes, judicial actions, acts of civil or military authorities, failure of telecommunications, or other casualty.

b) If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by reason of Force Majeure, the affected Party, upon giving prompt notice to the other Party, is excused from such performance to the extent of such prevention, restriction, or interference.

c) The affected Party must use it best efforts to avoid or remove the Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Force Majeure is removed.

d) If the event of Force Majeure has the effect of substantially preventing performance of this Agreement by a Party for a period of more than ninety (90) days, the unaffected Party may by notice to the other Party terminate this Agreement.

19. NON-COMPETITION

The Reseller acknowledges and agrees that he, she or it will not, directly or indirectly (including through his, her, or its Affiliates), within the geographic region of North America, engage in, assist (financially or otherwise), render services to, or perform any activity that is competitive with the Business Activity and/or substantially similar to the services rendered or the activities performed for the duration of the Agreement and for two (2) years thereafter.

20. NON-SOLICITATION

During the term of this Agreement, and for period of three (3) months thereafter, Reseller’s and or will not hire, solicit, or induce or assist any third party in soliciting or inducing any employee or reseller of the Corporation to leave his or her employ or cease providing service to the Corporation, as applicable.

21. GENERAL PROVISIONS

a) The failure of either party hereto to enforce at any time or for any period of time the provisions hereof in accordance with its terms shall not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce each and every provision.

b) This Agreement between the Corporation and the Reseller contains and constitutes the entire and only agreement between the parties hereto respecting the subject matter hereof, and any representation, terms and conditions relating thereto in connection therewith not incorporated herein, shall not be binding upon either party. This Agreement wholly cancels, terminates and supersedes all previous negotiation, commitments and writing between the parties in connection therewith;

c) No changes, modifications, extension, renewal, ratification, rescission, termination, notice of termination, discharge, abandonment or waiver of this Agreement or any of the provisions hereof, nor any representation, promise or condition relating to this Agreement shall be binding upon the Corporation unless made in writing and signed on behalf of the Corporation by duly authorized officer;

d) If any provision of this Agreement or part hereof is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remainder of the provisions shall remain in full force and effect and, if necessary, be so amended as shall be necessary to give effect to the spirit of this Agreement so far as possible;

e) All notices given under the Agreement are to be in writing and may be sent by mail, certified or registered mail, facsimile, courier service, email or any other means allowing proof of receipt by the recipient, to the party to be notified at the address hereinabove or to such other address as may have been substituted by written notice.

f) The Agreement will be governed by and construed in accordance with the laws of the Province of Quebec, without regard to any conflict of laws or rules or principles which might refer to the governance or construction of the Agreement to the laws of another jurisdiction. Any action by or against either party arising out of the Agreement or the execution or performance thereof shall only be brought before and settled by the court of the province of Quebec, Canada and to that effect the Parties herein elect domicile in the city and district of Montreal, Province of Quebec;

g) The Agreement may be executed in counterparts;

h) The headings utilized in the Agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants  contained in the Agreement;

(i) It is hereby agreed that both Parties specifically require that the Agreement and any notices, consents, authorizations, communications and approvals be drawn up in the English language.