RESELLER AGREEMENT This RESELLER AGREEMENT is made and executed upon your access at https://winzir.shop, by and between: Sandbox Entertainment Corporation, a duly organized, registered and existing Domestic Corporation, under and by virtue of the laws of the Republic of the Philippines, with principal office at 11N Avenir Building, Archbishop Reyes Avenue, 6000, Cebu City, Cebu, Philippines, herein referred to as PARTY ONE. -AND- the RESELLER. WITNESSETH That; WHEREAS, SANDBOX ENTERTAINMENT CORPORATION, is an online gaming provider.
WHEREAS, SANDBOX ENTERTAINMENT CORPORATION has developed the WinZir Voucher Code to enable its customers to avail its services and / or products. WHEREAS, RESELLER agrees to purchase the WinZir Voucher Code at a discount from WinZir, for the purpose of reselling it to potential WinZir customers.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth here, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 OBJECT : RESELLER agrees to purchase the WinZir Voucher Code from PARTY ONE at a discount of 5% from RESELLER for the purpose of promoting, marketing and reselling the same to end user customers in the territory. PARTY ONE may at its sole discretion, change the discount rate. The perfection of the sale is deemed to be an acceptance by RESELLER of such change. Attached as “Annex 1” is the photo of the WinZir Voucher Code.
ARTICLE 2 RESELLER OBLIGATIONS:
1 RESELLER agrees that its purchase at a discount of the WinZir Voucher Codes is solely intended for reselling the same to end-user customers. RESELLER shall not be allowed to use the WinZir voucher codes in any WinZir platform for his/her/their personal interest, which shall include but not limited to any of the following acts: A. Purchase at a discount and subsequent use of the voucher codes to any casino/sportsbook games, balance, winning, commission, results, house advantage; B. Any type of manipulation or abuse related to the voucher codes; C. Any other similar acts to the preceding acts. Should there be a reasonable suspicion on the existence of any of the aforesaid acts, PARTY ONE reserves its right to investigate and preventively suspend the account, which may lead to permanent ban of the same and the institution of both criminal and civil action for fraud and damages, among others.
2 RESELLER fully understands that nothing in this contract grants him or her the right to use the PAGCOR License of PARTY ONE nor shall he or she be allowed to make any false representation to existing and potential end-user customers. All rights are solely owned by PARTY ONE. In case of breach, PARTY ONE reserves its right to investigate and preventively suspend the account, leading to permanent ban of the same and institution of both criminal and civil action for misrepresentation and damages, among others.
3 RESELLER shall use commercially reasonable efforts to market and promote the product. RESELLER shall be responsible for being knowledgeable about the services of PARTY ONE, including the technical aspects and the language thereto.
4 RESELLER shall provide the end user customers with support including, but not limited to, resolution of the pre-sales questions, setup, integration and post sale inquiries, basic integration support, problem screening and basic diagnostics. RESELLER shall directly reach out to PARTY ONE should there be problems, the solution of which is beyond the knowledge of RESELLER.
5 RESELLER shall conduct business in a manner that reflects favorably at all times on the services and the good name, good will, and reputation of PARTY ONE. 5 RESELLER shall promote proper use of the services
6 RESELLER shall avoid false, deceptive, misleading or unethical practices that are or might be detrimental to PARTY ONE, the services or the public
7 RESELLER shall not make any representation, warranty, or guarantee to end user customers or to other third parties with respect to the specifications, features, warranties or capabilities of the services that are inconsistent with or are in addition to those published by PARTY ONE, and if RESELLER does make any such representation, warranty, or guarantee to the end user customers in breach of this provision, then without limiting PARTY ONE’s other remedies hereunder, RESELLER is solely responsible to the end user customers for any such representation, guarantee or warranty
ARTICLE 3 PARTY ONE OBLIGATIONS 1 PARTY ONE shall sell the WinZir voucher code at a discount rate. 2 PARTY ONE shall provide support as follows: A Standard and email support 24/7, including holidays B Within twenty four (24) hours of receipt of a technical inquiry from RESELLER related to the services, a response addressing the issue C At RESELLER’s discretion, assign an account manager or the equivalent thereof for sales and marketing support.
ARTICLE 4 EXCLUSIVITY RESELLER warrants to PARTY ONE that it does not currently represent or promote any lines or products that compete with the products of PARTY ONE. During the term of this Agreement, RESELLER shall not represent, promote, or otherwise try to sell with the territory any lines or products that, in PARTY ONE’s judgment, compete with the products covered by this Agreement.
ARTICLE 5 INDEPENDENT CONTRACTOR RESELLER is an independent contractor and nothing contained in this Agreement shall be construed to: 1 Give either party the power to direct and control the day-to-day activities of the other 2 Constitute the parties as partners, joint venturers, co-owners or otherwise or 3 Allow RESELLER to create or assume any obligation on behalf of PARTY ONE for any purpose and vice vets. RESELLER is not an employee of the Company and is not entitled to any employee benefits. RESELLER shall be responsible for paying all income taxes and under taxes charged to RESELLER on amounts earned hereunder. All financial and other obligations associated with RESELLER’s business are the sole responsibility of RESELLER.
ARTICLE 6 INDEMNIFICATION A Indemnification by RESELLER. RESELLER shall indemnify and hold company free and harmless from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of intentional or negligent acts or omissions by RESELLER, its employees or agents. B Indemnification by PARTY ONE. PARTY ONE shall indemnify and hold RESELLER free and harmless for any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of defects in the products caused by the Company.
ARTICLE 7 PRODUCT AVAILABILITY PARTY ONE shall use its best efforts in filling orders submitted by RESELLER in a reasonable and timely fashion. PARTY ONE shall immediately notify RESELLER of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that RESELLER may fairly represent this information to existing or potential customers. Under no circumstances shall PARTY ONE be responsible to RESELLER or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo or any cause beyond PARTY ONE’s reasonable control.
ARTICLE 8 EXPENSE, FACILITIES, PROMOTION OF PRODUCTS, CUSTOMER SERVICE, BOOKS AND RECORDS, TECHNICAL ASSISTANCE A RESELLER shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement. B RESELLER shall provide itself with, and be solely responsible for. (1) such facilities, employees, and business organization, and (2) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of the RESELLER’s business operations in accordance with this Agreement. C RESELLER shall, at its own expense, vigorously promote the sale of and stimulate demand for the products within the territory. In no event shall RESELLER make any representation, guarantee or warranty concerning the products except as expressly authorized by PARTY ONE. D RESELLER shall diligently assist the customer in using the product and shall perform such additional customer services as good salesmanship requires and as PARTY ONE reasonably requests. The RESELLER shall maintain and make available to Company accurate books, records, and accounts relating to the business of RESELLER with respect to the products. RESELLER shall also maintain a record of any customer complaints regarding either the products or company and immediately forward to PARTY ONE the information regarding those complaints. F PARTY ONE shall assist RESELLER and end user customers of the products in all ways deemed reasonably by PARTY ONE in solution of any technical problems relating to the functioning and use of the products.
ARTICLE 9 TRADEMARKS AND TRADE NAMES USE. During the term of this Agreement, RESELLER shall have the right to indicate to the public that it is an authorized Reseller of PARTY ONE’s products and to advertise within the territory such products under the trademarks, service marks and trade names that PARTY ONE may adopt from time to time. Nothing herein shall grant RESELLER any right, title, or interest in company’s trademarks. At no time during the term of this Agreement or at any time thereafter shall RESELLER challenge or assist others in challenging PARTY ONE’s trademarks or the registration thereof or in attempt to register any trademark, service marks, or trade name confusingly similar to those of PARTY ONE. APPROVAL OF REPRESENTATIONS. All presentations of PARTY ONE’s Trademarks that RESELLER intends to use shall first be submitted to PARTY ONE for written approval.
ARTICLE 10 TERM This Agreement shall commence on the date first written above and shall continue UNTIL either party decides to terminate the contract upon written notice to the other. The conditions of this Agreement shall continue to apply in the absence of such notice.
ARTICLE 11 TERMINATION A. Termination for Breach. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated. B. Termination for Insolvency. Either party shall have the option to terminate this Agreement without notice, (1) upon the institution of actions against the other party for insolvency, receivership or bankruptcy, or any other proceedings for the settlement of other party’s debts, (2) upon other party’s making an assignment for the benefit of creditors, or (3) upon initiation of dissolution proceedings against the other party. C. Return of Materials. All of PARTY ONE’s trademarks, trade names, patents, copyrights, designs, drawings, formula, or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of PARTY ONE. Within thirty (30) days after termination of this Agreement, RESELLER shall return all such materials to PARTY ONE at RESELLER’s expense. RESELLER shall not make or retain copies of any materials or confidential items that may have been entrusted to it. Effective upon the termination of this Agreement, RESELLER shall cease to use all trademarks, service marks, and trade names of Company.
ARTICLE 12 CONFIDENTIALITY RESELLER acknowledges that by reason of its relationship to PARTY ONE hereunder it will have access to certain information and materials concerning PARTY ONE’s business plans, customers, technology, and products that is confidential and of substantial value to PARTY ONE, which value would be impaired if such information were disclosed to third parties. RESELLER agrees that it shall not disclose to any third party, any such confidential information revealed to it by PARTY ONE. Without other notice, RESELLER shall treat all information as confidential in nature. Upon specific request, PARTY ONE shall advise RESELLER whether or not it considers any particular information or materials to be confidential. RESELLER shall not publish any technical description of the Products beyond the description published by PARTY ONE. In the event of termination of this Agreement, there shall be no use or disclosure by RESELLER of any confidential information of PARTY ONE, and RESELLER shall not manufacture or have manufactured any devices, components or assemblies utilizing PARTY ONE’s patents, inventions, copyrights, know-how or trade secrets.
ARTICLE 13 NOTICES All communications made or notices given pursuant to this Agreement shall be in English Language. It shall be given personally, OR shall be by written telecommunications to be delivered through electronic mail to the address of the parties as stated hereunder or such other address as may substitute by notice hereunder. TO PARTY ONE: SANDBOX ENTERTAINMENT CORP 11 N Avenir Building, Archbishop Reyes Avenue, 6000, Cebu City, Cebu, Philippines
Email: [email protected]
Notices sent in accordance with this Article shall be deemed given: A. When received, if delivered by hand, with signed confirmation or receipt OR B. When received, if sent by a nationally recognized overnight courier, signature required OR C. When sent, if by electronic mail (in each case, with confirmation of transmission) ), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours;
ARTICLE 14 JURISDICTION, VENUE AND CHOICE OF LAW The parties agree that the laws on Obligations and contracts in the Civil Code of the Philippines shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between SPONSOR and the ORGANIZER. Other Philippine laws may apply as may be necessary. In case of litigation, the venue shall be Cebu City or Lapu-Lapu City, to the exclusion of all other courts.
ARTICLE 15 ASSIGNMENT This agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by either party.
ARTICLE 16 SEVERABILITY If any part of this Agreement is held invalid or unenforceable by a court or law of competent arbitrator, the remaining parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
ARTICLE 17 HEADINGS FOR CONVENIENCE ONLY Headings of parts and sub- parts under this Agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this Agreement.
ARTICLE 18 AMENDMENT This agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above.