Catalust Reseller Agreement

RESELLER AGREEMENT

Last Updated: 13 Sep 2021

OVERVIEW

This Reseller Agreement (this “Agreement”) is made between Pawbeans Collective Pte. Ltd. ("Pawbeans") and the appointed Reseller (as defined in the Distributor and Reseller Agreement entered into between the parties).

WHEREAS, Pawbeans is the provider of certain products embodied in the Products described further herein; and

WHEREAS, Reseller wishes to be appointed a reseller of some or all of the Products and Pawbeans is willing to make such appointment on the terms contained herein and the terms set out in the Distributor and Reseller Agreement;

NOW, THEREFORE, Pawbeans and Reseller hereby agree, for and in consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as follows:

1. Definitions.
   The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.
   1. "Confidential Information" means all proprietary information disclosed by one party to the other party including (without limitation) 
      (a) proprietary product-related technology, ideas and algorithms;
      (b) trade secrets;
      (c) either party's technical, business or financial information and plans;
      (d) the terms of this Agreement; and
      (e) any item marked as confidential by the disclosing party.
      
      "Confidential Information" shall not include information that the receiving party can show
      (a) is or becomes generally known or publicly available through no fault of the receiving party;
      (b) is known by or in the possession of the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction;
      (c) is lawfully obtained from a third party who has the right to make such disclosure;
      (d) is at any time developed independently by Receiving Party or its Subsidiaries; or,
      (e) is disclosed pursuant to a lawful requirement of a governmental agency or to a court order in connection with a judicial proceeding, but then only to the extent so required or ordered; in such case Receiving Party will use reasonable efforts to timely advise the Disclosing Party prior to disclosure so that Disclosing Party will have an opportunity to seek a protective order or other appropriate relief.
      
      
   2. "Consumer" means any person or entity that purchases a Product or Products solely for its own personal or internal use.
      
      
   3. "Documentation" means any user documentation, on any media, provided by Pawbeans for use with the product.
      
      
   4. "Product" means any product distributed by Pawbeans, listed in Exhibit A.
      
      
   5. "Products" means more than Product (either several different types of Product or more than one of the same type of Product, or both).
      
      
   6. "Territory" means Singapore.
      Both parties may discuss in good faith and agree to expand the Territory to other areas if it is applicable based on terms and conditions agreed by both Pawbeans and Reseller.
      
      
2. Appointment of Reseller
1. Authorization and Appointment.
   Pawbeans hereby authorizes and appoints Reseller and Reseller accepts the appointment, as a non-exclusive reseller to purchase Products from Pawbeans and to market, or sell Pawbeans Products to Consumers in the Territory.
   
   
2. Restrictions on Appointment.
   Reseller's authorization from Pawbeans to resell Pawbeans Products is limited to the Territory. Additional sales locations must be pre-approved by Pawbeans.
   
   
3. Revision of Authorization.
   Pawbeans reserves the right to revise the list of Products at any time during the term of this Agreement. Pawbeans will notify Reseller of such revisions.
   
   
3. Price and Payment
   1. Prices to Reseller.
   2. The price payable by Reseller for each Product shall be the applicable list price of such Product less any discount provided by Pawbeans for such Product at the time of order. Prices to Reseller are Confidential Information, and shall not be (a) shared with any third party, and (b) disclosed publicly, (c) posted to any website, or (d) made available via any other publicly available resource. 
   3. Resale Prices.
      Reseller will determine its own resale prices to Consumers. Pawbeans may, however, from time to time provide Reseller with Recommended Retail Price (“RRP) lists and Lowest Selling Price (“LSP”) lists. Reseller must adhere to any LSP unless otherwise advised by Pawbeans in writing, or as part of a promotional campaign initiated by Pawbeans. Reseller may disclose RRP to Consumers via a secure website or online system controlled by Reseller and made available solely to Consumers.
   4. Revision of Prices.
      Pawbeans may at any time, and in its absolute discretion, amend the discount for any or all Products not yet ordered.
   5. Payment.
      All fees payable hereunder shall be paid within seven (7) days of the date of invoice. Payment shall be made via:

   (a) interbank transfer to Pawbeans’ account at a bank designated by Pawbeans; or
   (b) PayNow to UEN: 202022404Z; or
   (c) secure online payment platform accessed via a unique link provided by Pawbeans.

   1. Taxes.
      Reseller shall bear and be responsible for the payment of all taxes, fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or payable (a) in connection with the Parties performing their respective obligations under this Agreement (other than taxes based on Pawbeans’ net income), or (b) the Reseller selling the Products to Consumers.  
   1. Orders
   1. Purchase Orders.
      All orders for the Products submitted by Reseller shall be in writing and sent to Pawbeans at the email address info@pawbeanscollective.sg or as Pawbeans otherwise specified ("Purchase Orders"). Purchase Orders shall contain the following:

   (a) each item of Product ordered by model or stock-keeping unit (SKU) number,
   (b) quantity requested;
   (c) requested delivery date, a date after Pawbeans receives the Purchase Order upon which the order is to be delivered ("Specified Delivery Date").

   For the avoidance of doubt, the Parties expressly agree that the provisions of this Agreement override any terms which may be included in a Reseller's Purchase Order (the "Purchase Order Terms"), and such Purchase Order Terms, if any, shall have no effect as between the Parties (even if such Purchase Order Terms expressly state otherwise). 

   1. Acceptance.
      Pawbeans shall, on a reasonable efforts basis, within seven (7) business days of receipt of the Purchase Order from Reseller, communicate in writing (email being an acceptable form of writing) its acceptance or rejection of the said Purchase Order. Any orders not confirmed or rejected within the said seven (7) business day period shall be deemed to have been rejected. 
   2. Cancellation.
      Following acceptance by Pawbeans in accordance with Clause 4.2, (a) the Reseller shall have no rights to cancel such order (b) Pawbeans shall be obliged to deliver the Product(s) in accordance with the terms of the applicable Purchase Order (as amended by agreement between the Parties) unless Pawbeans, acting in good faith, is unable to source such Products on commercially acceptable terms, in which case it may terminate the relevant Purchase Order by providing written notice of termination to the Reseller. 
   
   
   1. Shipment and Delivery
   1. Delivery.
      Pawbeans shall, on a commercially reasonable effort basis, deliver the Products in accordance with the instructions provided in the Purchase Order.
   2. Cost of Delivery.
      Unless instructed otherwise in the Purchase Order, Reseller shall be responsible for all shipping cost upon delivery of Product, including import, export fee, packing, shipping, freight, and insurance charges.
   3. Failure or Delay in Delivery.
      Pawbeans shall make commercially reasonable efforts to meet the estimated delivery date and or delivery date specified in the Purchase Order, but shall not be liable for failure to deliver or for any delay or effort in delivery of Product. In case Pawbeans cannot meet the estimated delivery date and or delivery date specified in the Purchase Order, Pawbeans shall promptly notify Reseller, and discuss in good faith on the appropriate delivery date.
   4. Shipment.
      Pawbeans shall ship Product directly to Reseller, not to any Consumer unless specifically agreed between Pawbeans and Reseller, at Reseller’s expense and in accordance with shipping instructions provided in the Purchase Order. Unless otherwise specified on the Purchase Order, delivery shall be made to Reseller's registered address as provided to Pawbeans, or address mutually agreed between Pawbeans and Reseller.
   5. Risk of Loss.
      Title, risk of loss, theft, and damage shall pass to Reseller upon delivery of Product to the address described in this section of the Agreement.
   6. Defective Products.
      In the event that the Product is found to be defective ("Defective Product") within three (3) business days of acceptance of the Products, Reseller shall promptly notify Pawbeans through e-mail of the existence of such Defective Product. Both Reseller and Pawbeans shall, in good faith, work to resolve the problem without sending the Defective Product back to Pawbeans. Should Pawbeans determine that the Defective Product holds a major defect which cannot be remedied without having such Defective Product shipped back to Pawbeans, Pawbeans shall issue a return material authorization to Reseller. Pawbeans shall ship a replacement for the Defective Product and Reseller shall, upon notice of shipment by Pawbeans return the Defective Product.
      
      
   2. Reseller Responsibility
   1. Marketing.
      Reseller shall use its best efforts to market, advertise, and otherwise promote and sell the Product in the Territory.
   2. Employee Training.
      Reseller shall ensure that any of its employees who are responsible for the marketing, sales, and technical support of the Products have proper skill, training and background to enable them to provide such marketing, sales, and technical support service in a competent and professional manner.
   3. Repair and Evaluation Materials.
      Reseller shall maintain adequate spare units, spare parts, and evaluation units necessary to provide marketing, sales, and technical support service to Consumer.
   4. Cooperation.
      Reseller agrees to work closely with Pawbeans and use its best efforts to meet the sales goal mutually agreed between Reseller and Pawbeans.
   5. Sales Forecast.
      Reseller shall provide Pawbeans with a quarterly sales forecast, the format of which shall be mutually agreed from time to time.
   6. Reverse Engineering.
      Reseller hereby agrees not to:

   (a) create or attempt to create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of the Product, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law;
   (b) remove any Product identification or notices of any proprietary or copyright restrictions from any Product or any Product support material;
   (c) copy, modify, or translate the Software or, unless otherwise agreed, develop any derivative works thereof or include any portion of the Software in any other software program; and
   (d) separate the Product into component parts for distribution or transfer to a third party.

   1. Consumer Information.
      Reseller agrees to provide the name and address of Consumer as requested by Pawbeans on a necessary basis, in accordance with the Personal Data Protection Act (“PDPA”) or relevant Data Protection Acts in Territory.
   2. Records and Reports. Reseller shall maintain records of its marketing, sales, and support and maintenance services activities under this Agreement for a period of one (1) year after termination of Agreement. Upon Pawbeans’ request, Reseller shall provide Pawbeans with reports describing Reseller's sales of Product in the Territory, including the number of Product sold, the dates and stock-keeping unit (“SKU”) of the Product sold, and remaining inventory on hand.
   
   
   1. Support.
      Reseller shall be responsible for all support for the Consumers (e.g., initial response, problem identification and problem resolution) and shall include all relevant contact information on Reseller's website. Reseller agrees to provide and make available a sufficient number of trained personnel to provide such support for the Consumers.
   2. Disclaimer of Warranty
   1. THE PRODUCT(S) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. PAWBEANS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. PAWBEANS DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
      
      
   3. Confidential Information.
      Each party shall protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own information. Neither party shall disclose to third parties the other's Confidential Information without the prior written consent of the other party. Neither party shall use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of Reseller, performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of Reseller to the same level of confidentiality contained herein.
      
      
   
   
   1. Ownership of Intellectual Property.
      Reseller hereby agrees and acknowledges that Pawbeans, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (a) the manufacture and/or production of Product (including all copies and derivative works thereof, by whomever produced), and associated Product Documentation, including all intellectual property rights embodied therein; (b) all of the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product, and Reseller shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.
      
      
   
   
   1. Trademark.
      Reseller may, whether in connection with its own trademarks, use the then current Product names, logos and other marks ("Marks") on the Product and all marketing and promotional material therefore as authorized by Pawbeans for all proper purposes in the performance of Reseller's duties hereunder. Reseller's use of such Marks shall be in accordance with Pawbeans' policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. 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 Pawbeans. Except as expressly authorized in writing by Pawbeans, Reseller shall not file or attempt to register any Mark or any mark confusingly similar thereto.
   
   
   1. Term and Termination
   1. Term.
      This Agreement shall commence on the Effective Date and will remain in full force and effect for an initial term of one (1) year, unless earlier terminated under this Agreement.
   2. Renewal.
      The Term shall automatically renew for one successive renewal term ("Renewal Term").
   3. Termination without Cause.
      Either party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party.
   4. Termination for Cause.
      Either party may terminate this Agreement, effective immediately upon written notice to the other party if:

   (a) the other party materially breaches any term of this Agreement and fails to cure such breach, which is a curable breach, within thirty (30) days after receipt of the non-breaching party's written notice of such breach;
   (b) the other party materially breaches any term of this Agreement which is not capable of cure;
   (c) the other party dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors;
   (d) a voluntary or involuntary petition or proceeding is commenced by or against the other party under federal, state or foreign bankruptcy laws;
   (e) the other party becomes insolvent, is unable to pay its debts as they become due or ceases to conduct business in the normal course; or

   (f) the other party takes any action, which in the terminating party's reasonable opinion, is likely to cause brand damage to such party. 

   1. Termination of this Agreement under this Section will be without prejudice to any other remedy which may be available to a party under applicable law.
   2. Effects of Termination.
      Upon any termination or expiration of this Agreement:

   (a) Reseller shall cease to be an authorized reseller of Product and all rights and licenses granted to Reseller hereunder shall cease;
   (b) Reseller shall immediately:

   (i) cease all use and distribution of the Product;
   (ii) discontinue any use of the Marks; and
   (iii) cease to promote, solicit or procure orders for the Product.

   1. Continuing Obligations.
      The termination of this Agreement shall not release Reseller from the obligation to pay any sum that Reseller may then owe to Pawbeans, or from the obligation to perform any other duty or to discharge any other liability incurred by Reseller prior thereto. 
   
   
   1. Indemnification
   1. Indemnity.
      Reseller shall indemnify and hold Pawbeans harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which Pawbeans incurs as a result of any breach by the Reseller of the terms of this Agreement or the Distributor Reseller Agreement.
   
   
   1. LIMITATION OF LIABILITY.
      TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAWBEANS WILL NOT BE LIABLE UNDER THIS AGREEMENT, THE DISTRIBUTER AND RESELLER AGREEMENT, OR UNDER ANY OTHER CONTRACT, OR LAW OF NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND INCURRED BY THE RESELLER (INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT DAMAGES)), WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST THE OTHER PARTY. IN NO EVENT WILL PAWBEANS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY RESELLER. 
   
   
   1. General Provision
   1. No Exclusivity 

   For the avoidance of doubt, nothing in this Agreement shall prevent Pawbeans from providing the Product to any other third-party reseller, including direct competitors of the Reseller.

   1. Notice.
      Any notices required or permitted shall be given to the appropriate Party by email, at the address specified above, or at such other address as the Party shall specify in writing, and shall be effective upon actual receipt.
   2. Assignment.
      The parties may not assign this agreement or any right or obligation of this agreement, by operation of law or otherwise without prior written consent of the party, which shall not be unreasonably withheld.
   3. Independent Contractors.
      The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement.
   4. Severability.
      The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
   5. Headings.
      The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
   6. Interpretation.
      In construing or interpreting this Agreement, the word "or" shall not be construed as exclusive, and the word "including" shall not be limiting. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
   7. Amendments.
      Pawbeans may amend the terms of this Agreement from time to time with written notice to the Reseller. 
   8. No Waiver.
      A party's failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
   9. Governing law.
      This Agreement shall be governed, construed, and enforced in accordance with the laws of Singapore, without regard to its conflict of laws rules.
   10. Jurisdiction.
       The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Singapore.
   11. Compliance of Law.
       The parties shall comply with any and all applicable laws, rules and regulations of the governmental authorities concerned.
   12. Force Majeure.
       A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. In the event of a threatened default or default as a result of any of the above causes, the defaulting party shall exercise its best efforts to avoid and cure such default. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.
   13. Export and Import Controls.
       Each party shall be responsible for: (a) complying with all export restrictions, laws and regulations; (b) securing all permits and other licenses necessary to carry out its obligations under this Agreement; and (c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the Products.
   14. Counterparts.
       This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
   15. Entire Agreement.
       Other than as set out in 15.18, this Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.
   16. This Agreement is supplemental to, and shall be read in conjunction with, the Distributor & Reseller Agreement entered into between the parties. In the event of a conflict between the terms of the Distributor & Reseller Agreement and this Agreement, the terms of the Distributor & Reseller Agreement shall prevail.