Workzone Reseller Agreement

This Workzone Reseller Agreement (the “Reseller Agreement”) is between the applicable reseller (“you” or “Reseller”), and WorkZone, LLC (“Workzone”) and describes the terms and conditions pursuant to which Reseller will resell Workzone products and services (“Products”).

This Reseller Agreement does not have to be signed in order to be binding. You indicate your assent to the terms by submitting your Reseller Partner Application (https://partners.workzone.com/partner-application/). You will be notified when your application has been approved. For the purposes of this Agreement, if we do not notify you that you are accepted to participate in the Program within thirty (30) days from your application, your application is considered to be rejected.  

1. Reseller Rights

Subject to this Reseller Agreement, Workzone grants to Reseller:

1.1 Non-exclusive resale right. Workzone grants to Reseller a non-exclusive, non-transferable right to resell the Products.

1.2 Free demo account.  Workzone will provide to Reseller a demo account of the Products, free of all fees, for its own marketing, sales and support of potential end-user customers (“Customers”), to provide internal staff training, and conduct demonstrations for potential Customers. Use of the demo account is limited to the above sales, marketing and support in a reseller capacity; the account is not for use by Reseller for its own business purposes.

1.3 Use of Workzone trademarks and intellectual property. 

1.3.1 Reseller acknowledges the following:

1.3.1.a Workzone owns all right, title and interest in the Workzone names and logotypes.

1.3.1.b Workzone is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.

1.3.1.c Reseller will acquire no interest in any such trademarks or tradenames or other intellectual property by virtue of this Agreement, its activities under it, or any relationship with Workzone.

1.3.2 During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the Workzone products. Reseller may also use the Workzone trademarks and trade names to promote and solicit sales or licensing of Workzone products if done so in strict accordance with Workzone guidelines. Reseller will not adopt or use such trademarks, trade names or domains, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.

1.3.3  At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the Workzone and Workzone names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a reseller of the Workzone products.

1.4 Reseller training. Workzone will provide Reseller with marketing and training materials to enable Reseller to effectively sell and support the Products.  A wide range of marketing and training materials for the Products are available to Reseller in the partner portal. Additionally, upon request, Workzone will provide personalized online videoconference training to Reseller to support Reseller’s sales and support of the Products. 

2. Relationship

2.1 Independent contractor. Reseller is an independent contractor engaged in selling the Products to Reseller’s customers. Reseller is not an agent or legal representative of Workzone for any purpose, and has no authority to act for, bind or commit Workzone.

2.2 No authority to commit. Reseller has no authority to make any commitment on behalf of Workzone with respect to modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with Workzone products.

2.3 No representations. Reseller will not represent itself in any way that implies Reseller is an agent or branch of Workzone. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive upon notice from Workzone. Reseller agrees to comply with all applicable federal, state and local laws and regulations while operating under this Reseller Agreement, including without limitation the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction. You further agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

3. Reseller Responsibilities

3.1 Product knowledge. Reseller will invest the time necessary to develop sufficient knowledge of the Products to sell them professionally and effectively to Reseller’s customers.   Reseller will be given a complimentary upgrade to Gold status (and its higher level of compensation) for the first six (6) months following acceptance into the Partner program. Technical certification is required to maintain Gold level status beyond the initial six-month period. Once a Reseller has been certified, the reseller may refer to itself as a Certified Workzone Partner.

3.2 Best efforts and results. Reseller will use best efforts to market and resell the Products to its customers. After the initial six-month period, to maintain Gold level status for successive 6-month periods, Reseller will need to sell the Products to at least one new customer in each six-month period. 

3.3 Deal registration. In order to qualify for Gold level margins and ensure sales credit, Reseller must register each new deal in the partner portal. Such submission will include all of the information reasonably required by Workzone. Workzone may approve, in its sole reasonable discretion, the submitted potential Customer as an approved prospect via a written (e.g., email) notification to Reseller (“Approval Notice”). Once approved by Workzone, the potential Customer shall be deemed to be a prospect for Reseller for ninety (90) days after such approval, during which time Workzone will not approve such potential Customer for deal registration by any other reseller of Workzone. Upon the expiration of such 90-day period, the Approval Notice will be deemed expired for such potential Customer, unless otherwise agreed upon by Workzone in writing. If a conflict arises where two or more resellers claim the same prospect, Workzone, in its sole reasonable discretion, shall identify which reseller shall receive the Approval Notice for such potential Customer, based on its records and each resellers’ compliance with the foregoing.

 3.4 Orders. Reseller places an order for the Products for resale by completing the order form inside the Workzone partner portal (https://partners.workzone.com/). [Your log-in information will be sent to you upon acceptance of your reseller application.] Upon receipt of the order and verification of all order information, Workzone will send a confirmation of the acceptance of the order to Reseller, with log-in information for the initial Administrator user for the customer site. Orders submitted to Workzone shall be governed by the terms of this Agreement, and nothing contained in any such Order or other similar document shall in any way modify such terms of purchase or add any additional terms or conditions.

3.5 Enforcement of Workzone Customer Agreement.

3.5.1 All use of the Products by end users is subject to the Workzone Customer Agreement found at https://www.workzone.com/legal/user-agreement/ (“Customer Agreement”), and you may not purport to impose any other terms pertaining to their use of the Products. You are responsible for ensuring that each end user enters into the Workzone Customer Agreement (which includes all limitations on Authorized Users and other quantity restrictions applicable to the end user’s order) in a manner that is legally binding upon the end user. This requires you to (a) notify each end user that Workzone products are subject to the Workzone Customer Agreement and that by placing an order with Reseller the end user agrees to the Workzone Customer Agreement, (b) include either a copy of or link to the Workzone Customer Agreement in each quotation and order form you issue to the end user, and (c) obtain from each end user written confirmation of acceptance of the Workzone Customer Agreement prior to the earlier to occur of acceptance of the order by Reseller or delivery of the Product. You must provide evidence of such acceptance by the end user to Workzone upon request.

3.5.2 You agree to immediately notify us of any known or suspected breach of the Workzone Customer Agreement or other unauthorized use of the Products and to assist us in the enforcement of the terms of the Workzone Customer Agreement.

3.6. Customer training and support. Gold and Platinum level Resellers are responsible for the onboarding, training and first-level (Tier 1) support of the Products sold to its customers. During the first six (6) months following acceptance into the Partner program, at Reseller’s request, Workzone will provide onboarding, training and first-level (Tier 1) support of reseller’s customers, at no cost to Reseller.  Platinum level Resellers are responsible for providing Tier 2 support after the initial six-month period. Ongoingly, Workzone will provide advanced (Tier 2 and Tier 3, as appropriate to reseller level) support for customer issues that Reseller escalates to Workzone. 

3.7 Feedback. If Reseller provides any feedback, comments, suggestions, ideas, description of processes, or other information to Workzone about or in connection with the Products or the Reseller program, including without limitation any ideas, concepts, know-how or techniques contained therein (“Feedback“), then you grant Workzone a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to you or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed your Confidential Information, and nothing in this Reseller Agreement, including without limitation Section 7 (Confidentiality), limits Workzone’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

3.8 Restrictions. Reseller shall not (and shall not authorize any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Products except to the extent that enforcement of the foregoing restriction is prohibited by applicable law; (b) circumvent any user limits or other timing, use or functionality restrictions built into the Products; (c) remove any proprietary notices, labels, or marks from the Products (except to the extent Reseller is so permitted to for the purposes of re-branding the Products); (d) frame or mirror any content forming part of the Products; or (e) access the Products in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Products.

4. Payment

4.1. Fees. Your non-refundable, non-cancelable payment to Workzone is due within 30 days of acceptance of each Order. Fees submitted by Reseller to Workzone will be based on the current price list for the Products at the time of the Order, less the Reseller Margin specified in Exhibit A of this Agreement. For the first six (6) months following Reseller’s acceptance into the Workzone partner program, at Reseller’s request, Workzone will bill the Customer directly and submit a commission to Reseller in an amount equal to the Reseller Margin specified in Exhibit A of this Agreement. Payment will be made within thirty (days) of receipt by Workzone of payment by the Customer.

4.2. Taxes. Payments made by you under this Reseller Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. The Products are taxable in most states to non-exempt organizations, and you are required to collect taxes. To the extent that any such taxes or duties are payable by Workzone, you must pay to Workzone the amount of such taxes or duties in addition to any fees owed under this Reseller Agreement. Notwithstanding the foregoing, the Customer may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Workzone any such exemption information, and Workzone will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

4.3. End User Pricing and Payment; Refunds. You will independently set your own pricing to each end user. You bear all risk of non-payment by end users, and you are solely responsible for all of your costs and expenses. You may not terminate a Reseller Order or receive any refunds due to non-payment by an end user. If Workzone provides any refund to an end user under our standard return policy, Workzone, at its option, will refund the applicable amounts either directly to the end user or to you for distribution to the end user. You agree to cooperate with Workzone in connection with any such refund.

5. Termination

5.1 Termination. We may terminate this Reseller Agreement if you materially breach any provision in this Reseller Agreement and fail to cure such breach within five (5) days of written notice of such breach. In addition, either party may terminate this Reseller Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Workzone may also terminate this Reseller Agreement immediately upon notice to you if (a) it ceases to offer the current Reseller program or (b) it reasonably believes that continuing hereunder could result in business or legal liability for Workzone or otherwise harm Workzone or its end users.

5.2 Effect of Termination. Upon termination, all unfilled purchase orders pending at the time of the date of such notice must be submitted and processed within 14 days of termination or shall be deemed canceled. Commissions will continue for all orders generated from Reseller accounts except in cases of termination for cause in which case any ongoing commissions will continue until one year from the date of original purchase, or six months from the date of termination—whichever is longer. 

You expressly agree that Workzone will have no obligation or liability to you resulting from termination or expiration of this Reseller Agreement in accordance with its terms. Upon termination or expiration of this Reseller Agreement: (a) you must immediately cease identifying yourself as an Workzone Reseller and using Workzone Marks in connection with your resale activities hereunder, (b) you must destroy all Confidential Information in your possession and certify destruction (unless we request that you return such materials to us) and (c) Section 3.7 (Feedback), Section 4 (Payment, but only with respect to Reseller Orders completed during the Term), and 7 (Confidentiality) through 12 (General) will survive.

Upon the effective date of termination of this Agreement:

1. Reseller’s rights to continue distributing the Products shall cease; provided, however, that all subscriptions properly granted to Customers by Reseller prior to such termination shall continue in full force and effect in accordance with the terms and conditions of such subscriptions.
2. Reseller shall continue to pay amounts due to Workzone in the ordinary course with respect to sublicenses of the Products effected prior to such termination which are to continue after such termination, as provided in this Agreement.

iii. Workzone shall continue to offer the tiers of support it offered prior to termination to Reseller’s customers that continue post-termination, so long as Reseller continues to pay the applicable fees set forth in this Agreement, and continues providing the level of support appropriate to their reseller tier.

1. For each Customer subscription that terminates (whether it occurs on the same date that this Agreement terminates or thereafter as contemplated above), Customer will have access to its Customer Data pursuant to Workzone’s Terms of Service.

6. Changes to Agreement

From time to time, we may modify this Reseller Agreement. The version of this Reseller Agreement in place at the time you submit each Reseller Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication, but we also suggest that you bookmark this Reseller Agreement and read it periodically.

7. Confidentiality

Except as otherwise set forth in this Reseller Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (as “Receiving Party“) from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Workzone Technology and any performance information relating to the Products shall be deemed Confidential Information of Workzone without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

8. Workzone Commitments; DISCLAIMER OF WARRANTIES

For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by Workzone with respect to use of the Products are made directly by Workzone to the end user in accordance with the Workzone Customer Agreement and do not extend to you as a Reseller. We make NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO YOU AS A RESELLER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER WORKZONE NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

9.2 Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, WORKZONE’S AND ITS THIRD-PARTY SUPPLIERS’ ENTIRE LIABILITY UNDER THIS RESELLER AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RESELLER TO WORKZONE IN RESPECT OF THE RESELLER ORDER THAT IS THE SUBJECT OF THIS RESELLER AGREEMENT.

10. Dispute Resolution; Governing Law

10.1 Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Reseller Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Reseller Agreement shall proceed to binding arbitration under the Rules of Arbitration of the American Arbitration Association. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Philadelphia, PA. All negotiations and arbitration proceedings pursuant to this Section 10.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

10.2 Governing Law; Jurisdiction. This Reseller Agreement will be governed by and construed in accordance with the applicable laws of the State of Pennsylvania, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 10.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Philadelphia, PA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Philadelphia, PA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Workzone may bring a claim for equitable relief in any court with proper jurisdiction.

10.3 Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 10, nothing in this Reseller Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

10.4 Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Reseller Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Reseller Agreement regardless of when or where adopted.

11. Government End Users

The Products are commercial computer software. If the user or licensee of the Products is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Reseller Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

12. General

This Reseller Agreement is the entire agreement between you and Workzone relating to the resale of Workzone products as described in this Reseller Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Reseller Agreement. If any provision of this Reseller Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Reseller Agreement may not be modified or amended except as described in Section 6 (Changes to Agreement) or otherwise with the written agreement of Workzone (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants). If either party to this Reseller Agreement breaches any provision of this Reseller Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Reseller Agreement. No failure or delay by the injured party to this Reseller Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Reseller Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.

Should you have any questions concerning this Reseller Agreement, or if you desire to contact Workzone for any reason, please contact us at partners@workzone.com.

EXHIBIT A 

Reseller Discount / Commission

When Reseller bills the customer directly, Reseller is compensated by purchasing the Products at a discount off the then-current Workzone price list (provided in the partner portal) or, if Workzone bills the customer, via a commission paid to Reseller.  The amount of payment, whether as a discount or commission, is known for the purposes of this Agreement as the “Reseller Margin”.  The Reseller Margin is provided in the table below, based on the Reseller partnership level. Requirements for partnership levels are specified in the partner portal.

(This section is redacted in this public portion of the online agreement (for confidentiality), but can be obtained directly from the Director of Channel Partnerships (phone or email), but is also sent via the Reseller Acceptance Email).

 

	Authorized	Gold	Platinum
Reseller Margin
Deal Registration	xx%	xx%	xx%
Sales Order	yy%	yy+%	yy++%
Total Reseller Margin	zz%	zz+%	zz++%