StoredValue Code Reseller Agreement
This Stored Value Code Reseller Agreement ( “Agreement”)is made on the Effective Date set out below in the Commercial Terms by and between:
GearUP Portal PteLtd. (UEN: 202237112N), a Singapore company, having itsprincipal place of business at 1 Raffles Quay, #49, Singapore 048583 (hereinafterreferred to as “GearUP”)
and
The user who buy redemption codes in this page.
WHEREAS, GearUP operates an onlineservice with paid features which are accessible to End Users who use SVC toredeem access to such paid features, and agrees to sell SVC tothe Reseller for the purpose of resale in the Territories, and
WHEREAS, GearUP grantsReseller, for the purpose of this Agreement, during the Term of this Agreement,the non-exclusive license to display, market and sell the SVCs in theTerritory, and
WHEREAS, Reseller shall purchase SVCfrom GearUP at WSP and resell the SVC at RRP in the Territories.
NOW, THEREFORE, in consideration of the mutual covenantsand agreements contained herein, the parties agree as follows:
Appendix 1 - Definitions
The following terms shall havethe following meaning within the framework of this Agreement:
1.1. “Confidential
Information” means information, whether provided or learned in oral, written or
other tangible form(s), and whether provided or learned before or after the
Effective Date, concerning GearUP’s business, property, technology , source
code, object code, documentation, diagrams, flow charts, computer codes,
research, customers, pictures, photographs, illustrations, graphic resources,
game character, music, story line, animations, backgrounds, text, sounds,
video, data, the future business strategy, activities and products to be
published, distributed, released, sold, produced, manufactured, designed,
promoted or licensed by GearUP and any materials thereof not generally known to
the public which is disclosed by GearUP to Reseller and which is either
identified as confidential at the time of disclosure or be reasonably
considered as Confidential Information under the circumstances surrounding the
disclosure, including the existence of this Agreement and the details herein.
1.2. “End User” means each individual person
who purchases a SVC from Reseller.
1.3. “Intellectual
Property Rights” means trademarks, copyright, design rights and all other legal
and beneficial intellectual and industrial property rights (including, without
limitation, patent and other trade secret rights) throughout the world, and all
know-how.
1.4. “Minimum
Purchase Quantity” means the minimum number of SVCs
the Reseller must purchase for each region/country in the Territory as set out
in the Commercial Terms.
1.5. “Price
List” means the list of WSP
and RRP for each SVC in each Territory as set out in the Commercial Terms of
this Agreement. GearUP will notify Reseller from time-to-time of any changes to
the Price List.
1.6. “Recommended Retail Price” or “RRP”, which ispublished at the link set out in the Commercial Terms.
means the retail price of SVC offered to End Users set by GearUP at its sole
and absolute discretion
1.7. “Stored Value Code” or “SVC” means a
series of alphanumeric characters which may be used by End Users to redeem
access to GearUP’s paid services.
1.8. “Territory” means the region(s) and/or
country/countries in which Reseller is authorized to resell the SVC as set out
in the Commercial Terms of this Agreement.
1.9. “Wholesale
Price” or “WSP” means the price that GearUP is selling the SVC to Reseller as
set out in the Commercial Terms of this Agreement.
Appendix 2 – General Terms and Conditions
1. GearUP’s obligations
1.1. GearUP shall sell SVCs at WSP to the Reseller. In the event that Reseller breaches any of its obligationsand/or warranties hereunder or otherwise materially breaches any provision ofthis Agreement, GearUP shall have the right to cease the sale of SVCs to theReseller.
1.2. GearUP may, at its sole discretion, provide Reseller with information about newdevelopments and/or new versions of the SVC.
2. Reseller’s obligations
2.1. Reselleragrees to use its best efforts to promote and market the SVCs to End Users inthe designated Territory.
2.2. Reseller agrees to use its best efforts to promoteand market the SVC to its customers in the designated territory.
2.3. Reseller undertakesto sell the SVC in the same way and with the same degree of care as it wouldsimilar products of other publishers, but in no case with less than reasonablecare.
2.4. Reseller acknowledges and agrees that there shallbe no refunds for any SVCs purchased.
2.5. Reselleracknowledges and agrees that they shallbe responsible for any credtcard chargebacks against GearUP, and that GearUP shall havethe right to terminate this Agreement.
2.6. [Resellershall purchase the Minimum Purchase Quantity as set out in the Commercial Terms.]
3. Orders and Delivery
3.1. After this Agreement has been signed andexecuted, the Reseller may submit a purchase order to GearUP to order the SVCs.
3.2. GearUP shall deliver to the Reseller thepurchased SVCs upon receipt of full payment for the order.
3.3. GearUP shall have the right to change and updatethe WSP with seven (7) days prior written notice (“WSP Notice”), and if the Reseller does not accept the updatedWSP, the Reseller shall have the right to terminate this Agreement within three(3) days of receiving the WSP Notice by written notice to GearUP.
4. Payment
4.1. Reseller shall pay for the ordered SVCs
at WSP. Upon accepting a purchase order, GearUP will issue an invoice to
Reseller for the total amount. Reseller shall pay the invoiced amounts to
GearUP within fourteen (14) working days after the receipt of the invoice
without any deduction of any kind (including taxes).
5. GearUP’s Warranties
5.1. GearUP hereby warrants that it is dulyincorporated and there no obligations that prevent this Agreement from beingconcluded and that is has every right to perform its contractual obligationshereunder.
5.2. GearUP hereby warrants that the SVCs donot infringe the rights of any third party, in particular, any copyrights,trademarks and/or patents.
5.3. GearUP hereby warrants that the SVCs arefree from major errors and any malicious software and/or viruses.
6. Reseller’s Warranties
6.1. Reseller hereby warrants that it is dulyincorporated and there no obligations that prevent this Agreement from beingconcluded and that is has every right to perform its contractual obligationshereunder.
6.2. Reseller hereby warrants that it shallperform its obligations under this Agreement observing the laws and regulationsof each country of the Territory.
6.3. Reseller hereby warrants that it willnot do anything or omit in any way that will derogate or will likely to bederogatory or otherwise disparage GearUP, the SVC, reputation or any othergoodwill associated therewith.
7. Intellectual Property Rights
7.1. Neither this Agreement, nor any act, omission, or statement by Reselleror GearUP, conveys any ownership right in any of the SVC, or to any element orportion thereof, or other materials provided by or on behalf of GearUP underthis Agreement. Except for the authorization expressly granted to Reseller inthis Agreement, Reseller acknowledges that all right, title and interest in andto the SVC and any other materials provided by or on behalf of GearUP(including but not limited to GearUP’s logo, product information and all otherlogos and legal lines) are owned by and will remain with GearUP.
8. Term & Termination
8.1. The duration of this Agreement shall be as stated in the CommercialTerms unless otherwise terminated earlier upon a material breach by eitherParty in accordance with this Agreement or upon mutual agreement by theParties.
8.2. GearUP shall have the right to terminate thisAgreement according to Section 2.5.
8.3. Resellershall have the right to terminate this Agreement according to Section 3.3.
8.4. Either Party has the right to terminate this Agreement by giving athirty (30) days prior written notice to the other Party. No termination orexpiration of this Agreement shall affect the Parties’ rights or obligationsthat were incurred prior to the termination or expiration. However, upontermination hereof due to Reseller’s default, Reseller shall not be entitled toany reimbursements of the amount paid for unsold SVCs. Further, GearUP shallhave the right to ask for compensation of the losses due to the aforesaidtermination.
9. Confidentiality
9.1. Resellershall not in any way disclose, divulge, disseminate or reproduce, and shallguarantee any of its subcontractor(s), agent(s), supplier(s), specialist(s), orany entity or individual not in any way disclose, divulge, disseminate orreproduce any Confidential Information to any third party without GearUP’swritten consent, and shall only use Confidential Information under GearUP’swritten instruction. Reseller shall treat all Confidential Information with thesame degree of care as it accords its own confidential information, but in nocase less than reasonable care.
9.2. Any materialsembodying such Confidential Information shall be returned and/or destroyed uponthe expiration or earlier termination of this Agreement, or sooner if sorequested by GearUP. Reseller shall, if required by GearUP, certify in writingthat any materials embodying such Confidential Information mentioned above hasbeen destroyed.
10. Limitation of Liability and Indemnification
10.1. In no event shall either Party be liable tothe other for any special, indirect, or consequential damages arising out of orin connection with this Agreement..
10.2. Each Party hereby agree to indemnify, holdharmless and defend (if required by the other Party) the other Party and itsaffiliates from and against any and all claims, suits, losses, damages anddisbursements (including without limitation attorney fees and court costs)arising out of any alleged or actual breach or failure to comply with the termsand conditions hereof, without prejudice to any other right, claim or remedy itmay have hereunder, at law or in equity.
10.3. The Parties acknowledge that monetary damagesmay not be a sufficient remedy for some of such breach or failure, and eachParty shall be entitled, without waiving any other rights or remedies, to suchinjunctive or equitable relief as may be deemed proper by a court or anarbitration tribunal of competent jurisdiction.
11. Anti-Corruption
11.1. The Parties agree to comply with allapplicable anti-corruption laws, including but not limited to the US ForeignCorrupt Practices Act (“FCPA”), the UK Bribery Act (“BA”), andSingapore's Prevention of Corruption Act (“PCA”).
11.2. The Parties agree that they will not,directly or indirectly, offer, promise, authorize or give anything of value toany government official, political party or candidate, or any other person orentity, for the purpose of obtaining or retaining business, or any otherimproper advantage.
11.3. The Parties also agree that they will notaccept or solicit, directly or indirectly, any improper payment or otheradvantage from any third party, including any business partner, supplier orcustomer.
11.4. Any breach of this clause will constitute amaterial breach of this agreement and may result in termination of theagreement, as well as any other legal remedies available to the non-breachingParty.
12. Governing Law andDispute Resolution
This Agreement shall be governed by the laws ofSingapore. Any dispute arising out of or in connection with this contract,including any question regarding its existence, validity or termination, shallbe referred to and finally resolved by arbitration administered by theSingapore International Arbitration Centre (“SIAC”) in accordance withthe Arbitration Rules of the Singapore International Arbitration Centre (“SIACRules”) for the time being in force, which rules are deemed to beincorporated by reference in this clause. The seat of arbitration shall beSingapore, the Tribunal shall consist of one arbitrator, and the language ofarbitration shall be English.
13. Other Stipulations
13.1. If any provision of this Agreement isdetermined to be invalid or unenforceable, the provision shall be deemed to besevered from the remainder of this Agreement and shall not cause the invalidityor unenforceability of the remainder of this Agreement. The Parties shall make their best efforts inorder to render effective such provisions of this Agreement not affectedthereby and this Agreement will continue in full force and effect.
13.2. The definitions contained within Appendix 1,and Sections 6, 7, 9, 10, 11, and 12 shall survive any termination orexpiration of this Agreement.
13.3. This Agreement constitutes the entireagreement between the parties with respect to the subject matter hereof andsupersedes all prior and contemporaneous agreements and understandings, whetherwritten or oral.
13.4. This Agreement may be executed in two or more counterparts, all of whichtogether constitute one and the same instrument. Each Party agrees thatelectronic signatures and electronic records, whether scanned, digital, orencrypted, of this Agreement, are intended to authenticate the writing and havethe same force and effect as wet-ink manual signature versions. A signed copyof this Agreement or any other ancillary documents transmitted by email orother means of electronic transmission shall be deemed to have the same legaleffect as delivery of an original executed copy of this Agreement or such otherancillary documents for the purpose hereunder. No verbal agreements have beenmade.