Terms for Reseller Partner

DPD CLOUD MASTER SOFTWARE AND SERVICES LICENSE AGREEMENT  (APPLIES TO RESELLERS) - VERSION 231228

The DPD Cloud Master Software and Services License Agreement (the “Agreement”) is a legally binding agreement between DPD Cloud (“DPD Cloud” or “Licensor”) and the Licensee set forth on the applicable Reseller Order Form (“Licensee”). DPD Cloud may sell Subscriptions to the Licensed Software through authorized reseller partners (each a “Reseller”). If Licensee purchases Subscriptions to the Licensed Software from a Reseller, this Agreement is a legally binding agreement between Licensor and Licensee.

THIS DPD CLOUD TERMS OF USE GOVERNS PARTNER CUSTOMER’S ACQUISITION AND USE OF DPD CLOUD SERVICES HOSTED AT WEBSITE URL: WWW.DAYSPASTDUE.COM OR RELATED BUSINESS ENTITIES OWNED BY STRATIGEM CONSULTING LLP.

These DPD Cloud Terms of Use (“TOU”) govern Customer’s use of the Services, and are deemed incorporated by reference into the agreement between Customer and Reseller pursuant to which Reseller is reselling the Services to Customer.  

1. DEFINITIONS 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

“Beta Services” means DPD Cloud services or functionality that may be made available to Reseller or Customer to try at Reseller or Customer’s option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. 

“Content” means information obtained by DPD Cloud from publicly available sources or third party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation. 

“Customer” means the entity that has contracted with Reseller to purchase subscriptions to use the Services, subject to the conditions of these TOU. Where Reseller is using the Services for its own purposes, Reseller shall be considered Customer. 

“Customer Data” means any electronic data or information submitted by or for Customer to the Services, excluding Content and Non- DPD Cloud Applications. 

“Documentation” means the applicable Service’s documentation and its usage guides and policies, as updated from time to time, accessible via login to the applicable Service. 

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 

“Non-DPD Cloud Application” means Web-based, mobile, or offline software application functionality that interoperates with a Service, that is provided by Reseller, Customer, or a third party and/or is listed on a Marketplace or under similar designation. Non-DPD Applications, other than those obtained or provided by Reseller or Customer, will be identifiable as such. 

“Order Form” means the ordering document specifying the Services to be provided pursuant to the agreement between Customer and Reseller (which incorporates these TOU by reference), including any addenda, supplements, or additional product or quote special terms for the Services as required by DPD Cloud.. 

“Reseller” means the entity that has contracted directly with DPD Cloud  to resell Services to its Customers and the entity that has contracted directly with Customer for the sale of a subscription to Services. 

“DPD Cloud” means the SaaS Cloud Service Provider company described in the “DPD Cloud Contracting Entity, Notices, Governing Law, and Venue” section below.

“Services” means the products and services that are ordered by Customer under an Order Form and made available online by DPD Cloud including associated DPD Cloud offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-DPD Cloud Applications. For the avoidance of doubt, Services do not include any consulting, implementation or other professional services that may be offered by DPD Cloud  to Reseller or Customer. 

“User” means an individual who is authorized by Customer to use a Service for the benefit of Customer, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, DPD Cloud at Reseller’s request), has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business. 

2. USE OF SERVICES AND CONTENT 

2.1. Subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by DPD Cloud regarding future functionality or features. 

2.2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms or the Documentation. 

2.3. Customer Responsibilities Customer will (a) be responsible for Users’ compliance with the TOU, Order Forms and the Documentation, (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-DPD Cloud Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify DPD Cloud or Reseller promptly of any such unauthorized access or use, and (d) use the Services only in accordance with these TOU, the Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-DPD Cloud Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that in DPD Cloud’s judgment threatens the security, integrity or availability of DPD Cloud’s services, may result in DPD Cloud’s immediate suspension of the Services, however DPD Cloud will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. 

2.4. Usage Restrictions. Customer will not (a) make the Services or Content available to anyone other than Customer or Users, or use Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or Content, or include Services or Content in a service bureau or outsourcing offering, (c) use the Services or Non-DPD Cloud Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Non-DPD Cloud Applications to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or Content or their related systems or networks, (g) permit direct or indirect access to or use of Services or Content in a way that circumvents a contractual usage limit, or use the Services to access or use any of DPD Cloud’s intellectual property except as permitted under these TOU, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, and (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile Services or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent. 

2.5. Removal of Content and Non-DPD Cloud Applications. If Customer receives notice that Content or a Non-DPD Cloud Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above or if in DPD Cloud’s judgment continued violation is likely to reoccur, DPD Cloud may disable the applicable Content, Service and/or Non-DPD Cloud Application until the potential violation is resolved. If requested by DPD Cloud, Customer shall confirm such deletion and discontinuance of use in writing and DPD Cloud shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if DPD Cloud is required by any third party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, DPD Cloud may discontinue Customer’s access to Content through the Services. 

2.6. Beta Services. From time to time, DPD Cloud may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms.

3. NON-DPD CLOUD PRODUCTS AND SERVICES 

3.1. Non-DPD Cloud Products and Services. DPD Cloud or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-DPD Cloud Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any non-DPD Cloud provider, product or service is solely between Customer and the applicable non-DPD Cloud  provider. DPD Cloud does not warrant or support Non-DPD Cloud Applications or other non-DPD Cloud products or services, whether or not designated by DPD Cloud as “certified” or otherwise, unless expressly provided otherwise in an Order Form. DPD Cloud is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-DPD Cloud Application or its provider. 

3.2. Integration with Non-DPD Cloud Applications. The Services may contain features designed to interoperate with Non-DPD Cloud Applications. DPD Cloud cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-DPD Cloud Application ceases to make the Non-DPD Cloud Application available for interoperation with the corresponding Service features in a manner acceptable to DPD Cloud. 

4. PROPRIETARY RIGHTS AND LICENSES 

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, DPD Cloud, its Affiliates, its licensors and Content providers reserve all rights, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 

4.2. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, these TOU and the Documentation. 

4.3. License by Customer to DPD Cloud. Customer grants DPD Cloud, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit and display any Non-DPD Cloud Applications and program code created by or for Customer using the Services or for use by Customer with the Services, and Customer Data, each as necessary for DPD Cloud  to provide and ensure proper operation of, the Services and associated systems in accordance with these TOU and the Documentation. If Customer chooses to use a Non-DPD Cloud Application with a Service, Customer grants DPD Cloud permission to allow the Non-DPD Cloud Application and its provider to access Customer Data as required for the interoperation of that Non-DPD Cloud Application with the Service. Subject to the limited licenses granted herein, DPD Cloud acquires no right, title or interest from Customer or its licensors under these TOU in or to any Customer Data, Non-DPD Cloud Application or such program code. 

4.4. License by Customer to Use Feedback. Customer grants to DPD Cloud and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, license to use and incorporate into its services any suggestions, enhancement, requests, recommendations, correction, or other feedback provided by Customer or its Users, relating to the operation of DPD Cloud’s or its Affiliates’ services. 

5. TERM AND TERMINATION 

5.1. Termination of the Services. Customer’s use of the Services may be immediately terminated and/or suspended, at DPD Cloud’s option, upon notice due to: (a) a breach of the terms of these TOU, the Documentation or Order Forms by Customer or any User; or (b) a breach by Reseller of Reseller’s payment obligations to DPD Cloud with respect to the Services subscriptions it is reselling to Customer in connection with these TOU. 

5.2. Termination of Reseller’s Agreement with DPD Cloud. Following any termination or expiration of Reseller’s agreement with DPD Cloud authorizing Reseller to resell the Services, each Customer subscription to the Services outstanding at the time of such termination or expiration (“Legacy Order”) shall remain in effect until the end of its subscription term, and shall continue to be governed by these TOU, provided that Customer is not in breach of these TOU and DPD Cloud has received all payments due in connection with such Legacy Orders. Except as provided herein, following a termination or expiration of Reseller’s agreement with DPD Cloud, DPD Cloud is under no obligation to provide the Services directly to Customer, or to assume a direct contractual relationship with Customer. 

5.3. Shared Orgs. Customer acknowledges that if the Services are provisioned in the same Org in which DPD Cloud services purchased from DPD Cloud and/or another third party are also provisioned, access to such Org may be suspended or terminated due to breach of the agreement governing such other DPD Cloud services, and that in no case will any such termination or suspension give rise to any liability to Customer for a refund or other compensation. 

5.4. No Refunds upon Termination. In no case will any termination, expiration, or suspension of the Services, these TOU, or Reseller’s agreement with DPD Cloud give rise to any liability of DPD Cloud to Customer for refunds or damages. 

6. WARRANTY DISCLAIMER 

AS BETWEEN DPD CLOUD AND CUSTOMER, DPD CLOUD MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 

7. INDEMNIFICATION 

Customer will defend DPD Cloud  and its Affiliates against any claim, demand, suit or proceeding made or brought against DPD Cloud by a third party (a) alleging that the combination of a Non-DPD Cloud Application or configuration provided by Customer and used with the Services infringes or misappropriates such third party’s intellectual property rights or (b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-DPD Cloud Application provided by Customer (each a “Claim Against DPD Cloud”), and will indemnify DPD Cloud for any damages, attorney fees and costs finally awarded against DPD Cloud as a result of, or for any amounts paid by DPD Cloud under a settlement approved by DPD Cloud  in writing of, a Claim Against DPD Cloud; provided that DPD Cloud: (A) promptly gives Customer written notice of the Claim Against DPD Cloud, (B) gives Customer sole control of the defense and settlement of the Claim Against DPD Cloud (provided that Customer may not settle or defend any Claim Against DPD Cloud unless it unconditionally releases DPD Cloud of all liability), and (C) provides to Customer all reasonable assistance, at Customer’s expense. 

8. NO LIABILITY 

IN NO EVENT SHALL DPD CLOUD HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR ANY DAMAGES RELATED TO CUSTOMER’S PURCHASE OR USE OF THE SERVICES PURSUANT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9. GENERAL 

9.1. Notice. Any notices that DPD Cloud  is required to provide to customers under the Documentation shall be provided by DPD Cloud to the Reseller or Customer as determined by DPD Cloud in its sole discretion based on the circumstances and designated contact information for notices available to DPD Cloud in the Services. 

9.2. Export Compliance. The Services, Content, other DPD Cloud technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. DPD Cloud and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time to time or in violation of any U.S. export law or regulation. 

9.3. Waiver. No failure or delay by DPD Cloud in exercising any right under these TOU will constitute a waiver of that right. 

9.4. Severability. If any provision of these TOU is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these TOU will remain in effect. 

9.5. Further Contact. DPD Cloud may contact Customer or Users regarding new and enhanced DPD Cloud service features and offerings. 

9.6. Third Party Beneficiary. These TOU are between Customer and Reseller; DPD Cloud is not a party to these TOU, however DPD Cloud is a third party beneficiary to the agreement between Customer and Reseller solely as it relates to these TOU. 

9.7. Order of Precedence. With respect to the subject matter discussed herein, in the event of any conflict or inconsistency between these TOU and any other terms or conditions in Customer’s agreement or order form with Reseller, these TOU shall prevail. 

9.8. Titles and Headings. Titles and headings of sections of this TOU are for convenience only and shall not affect the construction of any provision of this TOU. 

9.9  Governing Law, and Venue. The law that will apply in any dispute or lawsuit arising out of or in connection with this TOU, and the courts that have jurisdiction over any such dispute or lawsuit, is based on SIngapore Law and shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.