TERMS AND CONDITIONS FOR RESELLERS OF THE ALERT WHITE LABEL SERVICE

1.       Services. Subject to these Terms and Conditions for Resellers of the Alert White Label Service (“Terms and Conditions”) and the registration form submitted by you and accepted by us and referencing these Terms and Conditions (“Registration Form”, and together with the Terms and Conditions, the “Agreement”), we will use reasonable efforts to make available the White Label Service to each of your Customers whom we have sent an Acceptance Email approving an Activation Request. During the Term of the Agreement, we grant you a non-exclusive, non-transferable right to market and demonstrate the White Label Service to prospects as provided by and in a manner prescribed by us.  Capitalized terms used but not defined in these Terms and Conditions have the meanings given to them in the Registration Form. For purposes of these Terms and Conditions “you” means the entity that submitted the Registration Form, “MicroStrategy” means the entity that accepted your Registration Form and “we” and “us” mean MicroStrategy together with its affiliates.

2.       Customers. For each Proposed Prospect and Proposed Application you will follow the Resale Registration Terms found at www.microstrategy.com/resale-registration-terms-awl which constitute part of these Terms and Conditions. Once you have successfully completed the Resale Process, the White Label Service may be used by the applicable Customer with the Application whose name and Facebook ID number is listed on such Activation Request (if applicable). Such Customer will be entitled to access the Service(s) in accordance with the terms of the Agreement, including any amendments hereto.

3.       Customer Agreements. Each Customer must provide us with a validly executed Alert White Label Service – Registration Form in a form approved by us. You will provide us complete and accurate copies of any or all agreements you enter with a Customer regarding the White Label Service upon our request.

4.       Fees. We will charge you Royalty Fees for an Application starting upon the date we send you an Activation Email for the applicable Application and ending upon the expiration or termination of the term for providing the White Label Service to such Customer. You will pay all funds due to us within thirty (30) days of the invoice date. 

5.       Confidentiality. During and after the term of the Agreement, you and we will each hold the other’s Confidential Information in confidence and protect the same with at least the same degree of care, but no less than reasonable care, with which it protects its own similar confidential information. Neither you nor we will use the other’s Confidential Information for any purpose except to exercise its rights or to perform its obligations under the Agreement. Notwithstanding the foregoing, you or we may make such disclosures as are required by legal, accounting, or regulatory requirements and state publicly or list in advertising and marketing materials the fact that you and we are working together in connection with the White Label Service. “Confidential Information” means any data, information or materials disclosed by you or your Customer to us or our representatives, or by us to you or your Customer or your or its representatives, in connection with the Agreement that is not in the public domain and that is either identified by the disclosing entity before its disclosure as being confidential or understood by the recipient, exercising reasonable business judgment, to be confidential. Any data, information or materials which we, you or your Customer obtains from a third party (unless we, you or your Customer, as applicable, knows or reasonably should know that the discloser has required the third party to keep the data, information or materials confidential) will not be Confidential Information. Our Confidential Information includes pricing terms and all manuals and technical specifications that we provide or make available to you or your Customer relating to the White Label Service. We may use your or your Customer’s Confidential Information and share it with our agents in the United States and elsewhere for purposes of performing under the Agreement, providing related services to you or your Customer, maintaining our systems and records or identifying opportunities for us to provide and offer products and services to you or your Customer.

6.       Personal Information. We will use administrative, physical, technical and organizational measures to protect the security and confidentiality of any personal information that we may obtain about you or your employees in connection with the Agreement. You may request to access, correct or delete the personal information that we collect from you or your employees by emailing account@alert.com.

7.       Service Items. The White Label Service is powered by our proprietary software, algorithms and other tools (the “Service Platform”). The Service Platform includes our pre-existing software and documentation and new software and documentation we may use or create while providing the White Label Service. Other than the marketing and demonstration rights set forth in Section 1 hereof, this Agreement grants no express or implied license, right or other interest in or to any of our intellectual property rights and we or our suppliers retain all rights, title and interests in and to the White Label Service, the White Label Application, the Service Platform and all components of the foregoing (collectively, the “Service Items”) and our Confidential Information, and use of the term “reseller” does not connote any transfer of title or ownership. You will not sublicense, reverse engineer, decompile or disassemble any of the Service Items. We may add, delete, change, suspend or terminate features, functionality or other aspects of the Service Items at any time and for any reason and are under no obligation to make any of the Service Items generally available or to ensure compatibility or continuity between any version of a Service Item and any prior or subsequent versions thereof. The Service Items may contain significant errors, defects, omissions and problems which may or may not be corrected by us. We are under no obligation to upgrade or update any of the Service Items. Any feedback that we receive from you or your Customers regarding the Service Items and all improvements to the Service Items arising from such feedback will be owned by us. You hereby assign to us all your rights in such feedback and improvements and agree to assist us in every proper way to secure such rights for us, including by executing documents that we deem necessary in order to secure such rights, and we will have no obligations to you with respect to such feedback and improvements. We are not responsible for, and do not have any obligations to you or your Customers for, internet infrastructure, network equipment, websites, platforms, social networks, systems and end user and other devices, technologies or services that we do not exclusively control.

8.       Marks. Subject to our receipt of all fees owed by you, we grant you a non-exclusive, non-transferable (except as otherwise set forth in the Agreement), royalty-free license, during the term of the Agreement, to use the trade names, trademarks, service marks, logos, and designations associated with the White Label Service (collectively, “Marks”) (a) according to our quality control standards, (b) in connection with your authorized activities under the Agreement, and (c) with our advance written consent in our sole discretion to each such use. You will submit to us any proposed advertising, promotion, publicity, or other materials in which any Marks are used with sufficient advance written notice to give us a reasonable opportunity to review them before your use is proposed to begin. You will also include the appropriate trademark and other proprietary notices when referring to any Service in advertising, promotional, publicity, or other materials. You acquire no ownership rights in or title to the Marks.  We retain all ownership rights in and title to the Marks.

9.       Indemnity. You agree to indemnify, defend and hold us (and our officers, directors, employees and agents) harmless from and against any claims and demands, including reasonable attorney fees, made by any third party (including any End User or Customer) due to or arising out of your or your Customer’s use of the White Label Service, your or your Customer’s breach of this Agreement or your or your Customer’s violation of any law or the intellectual property or other rights of a third party. 

10.       Warranties. THE SERVICE ITEMS WILL BE PROVIDED BY US "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE ITEMS, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WITHOUT LIMITING THE FOREGOING, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE SERVICE ITEMS OR AGAINST INFRINGEMENT. WE DO NOT WARRANT THAT USE OF ANY SERVICE ITEMS OR ANY PORTION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE ITEMS OR ANY PORTION THEREOF WILL MEET ANY OF YOUR OR YOUR CUSTOMERS' NEEDS OR REQUIREMENTS.  THE SERVICE ITEMS ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU AND YOUR CUSTOMERS.

11.       Limitation of Liability. WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF DATA, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE MAXIMUM CUMULATIVE LIABILITY THAT WE HAVE TO YOU RELATING TO THE AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO THE GREATER OF (A) THE FEES WE EARNED AND RECEIVED FROM YOU UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INITIAL CLAIM GIVING RISE TO LIABILITY HEREUNDER AND (B) ONE THOUSAND U.S. DOLLARS. THIS IS AN AGGREGATE LIMIT REGARDLESS OF THE NATURE OR NUMBER OF CLAIMS.

12.       Modifications. These Terms and Conditions may be modified by us from time to time. We will provide advance notice of such modifications through the interface for the White Label Service or via email to a Master Account User or the email address that you have designated to receive notices, unless such modifications are in response to changes in laws or regulations and it is not practicable for us to provide advance notice. All such notices will be deemed delivered upon being posted or sent as indicated above and will become effective on the applicable date specified in such notice.

13.        Termination.

            a.       Agreement. MicroStrategy or you may terminate the Agreement by providing to the other party at least thirty (30) days advance written notice. Any termination of your registration as a reseller of the White Label Service constitutes termination of the Agreement. If the Agreement is terminated for any reason, our provision of the White Label Service to you and your Customers for all Applications will also terminate.  If we provide notice of modifications to these Terms and Conditions pursuant to Section 12 above, you will have the right to terminate the Agreement during the period from the time we provide such notice until the time such modifications become effective pursuant to the notice. MicroStrategy may also terminate the Agreement, or suspend your and/or your Customers’ access to or terminate the White Label Service with respect to any or all Applications, at any time effective immediately if it determines that you are in breach of the Agreement, that you or your Customer have violated any laws or terms and conditions of use established by any Platform, or that the provision of the White Label Service is not reasonably practicable, including as a result of force majeure or the action of a Platform provider, or if you do not agree to amendments to the Agreement that we propose in accordance with the terms hereof.

            b.       Applications. You may terminate the White Label Service for an Application upon at least thirty (30) days written notice by following the Termination Process set forth in the Resale Registration Terms.

            c.       Survival. Sections 4 through 17 of these Terms and Conditions and any provision of the Agreement which in accordance with its terms is intended to survive the expiration or termination of the Agreement will survive such expiration or termination. THE TERMINATION PROVISIONS IN THIS SECTION 13 STATE YOUR SOLE RIGHTS AND EXCLUSIVE REMEDY FOR OUR FAILURE TO DEVELOP, OPERATE OR PROVIDE ANY OF THE SERVICE ITEMS.

14.       FCPA and Related Matters. We are committed to maintaining high ethical standards in the conduct of our business, and expect the same commitment to integrity from our business associates. Accordingly, as a business associate of ours, you agree to comply with the following requirements:

            a.       You will, in connection with transactions and other activities relating to the sale, distribution, provision or marketing of our products or services, comply fully with all applicable anti-mafia, anti-bribery and anti-corruption statutes, rules or regulations of any national, federal, state or local jurisdiction anywhere in the world, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act of 2010.

            b.       You will not, in connection with transactions and other activities relating to the sale, distribution, provision or marketing of our products or services, directly or indirectly, offer, give, pay, promise, or authorize the offer, gift or payment or promise of bribes or anything that could be construed or perceived as a bribe to any person or entity doing or seeking to do business with us or to any Government Official. Moreover, you will not, in connection with transactions and other activities relating to the sale, distribution, provision or marketing of our products or services, directly or indirectly, request, agree to accept, or accept bribes or anything that could be construed or perceived as a bribe from any person or entity doing or seeking to do business with us or from any Government Official. The term “bribe” is broadly defined and includes anything of value, such as a payment, gift or benefit, of any kind, offered or given with the purpose of influencing a decision, action or omission.

            c.       For purposes of the Agreement, “Government Official” means any of the following, regardless of rank: (i) an officer or employee of a government or a governmental department, agency, or instrumentality (in other words, someone who holds a legislative, administrative or judicial position of any kind, whether appointed or elected); (ii) a political party, a party official or candidate for political office; (iii) an officer or employee of a government owned or controlled entity or company; (iv) a member of a military; (v) an officer or employee of a public international organization (such as the United Nations or the World Bank); or (vi) any person exercising a public function or acting in an official capacity for or on behalf of any of the above.

You represent and warrant that (a) you are not bound by any agreement that conflicts with your obligations under the Agreement, (b) none of your directors or officers (or individuals holding functionally equivalent positions) is a Government Official (as defined in Section 15(c)) and (c) you are not a government owned or controlled entity or company or Government Official.

15.       Export Laws. Export laws of the United States and other relevant local export laws may apply to the Service Items. You agree that such export laws, as applicable, govern your and your Customer’s use of the White Label Service, and you agree to comply with all such applicable export laws (including “deemed export” and “deemed re-export” regulations). You agree not to export any Service Items, directly or indirectly, in violation of these laws or to use any Service Items for any purpose prohibited by such laws.

16.       Notices. Except as otherwise provided in Section 13 above or as expressly stated in the Agreement, all notices required or permitted to be provided to you hereunder will be sent to the mail address or email address set forth in the Communications Section of the Registration Form. All notices required or permitted to be provided to us will be sent to the following address: MicroStrategy, Attention: General Counsel, c/o 1850 Towers Crescent Plaza, Tysons Corner, VA 22182, USA. All notices will be deemed delivered two days after being sent by an internationally recognized express courier service or immediately if sent by facsimile or email.

17.       Other Provisions. The Agreement will be governed by the laws of the State of Delaware excluding its conflicts of laws principles; the U.N. Convention on Contracts for the International Sale of Goods does not apply. Each party submits to the exclusive jurisdiction of the U.S. District Court for the District of Delaware, unless no federal jurisdiction exists, in which case the action will be brought only in the state courts located in Wilmington, Delaware; provided, however, that we may institute proceedings against you in any other court in order to enforce our rights through specific performance, injunction or other equitable relief. The Registration Form may be amended only by a written instrument signed by both parties. The Agreement (a) will not be assigned by you (with a change of control or merger constituting an assignment) without our prior written consent and any other purported assignment by you is void; (b) may be assigned by MicroStrategy or its successors or assignees without your consent; (c) will be binding upon the respective permitted successors and assignees of each party; (d) does not permit you to bind us to any contracts or obligations with any person or entity and does not create a partnership, joint venture, agency, employment or other similar relationship between you and us; (e) does not create an exclusive arrangement; (f) does not obligate MicroStrategy to approve any Application Registration Form, Proposed Prospect or Proposed Application submitted by you, accept any Activation Request or take any other action except as expressly required under the Agreement; (g) gives no other person or entity, other than you and us and the respective permitted successors and assignees of the parties hereto, any right, remedy or claim with respect to the Agreement; and (j) together with any approved Application Registration Forms, any accepted Activation Requests, any received Service Termination Notices and all Fee Schedules in effect as of the date(s) of your Activation Requests constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto. You will reimburse us for all costs and expenses we incur, including our reasonable attorney’s fees, in enforcing any provision of this Agreement. No waiver of any provision of the Agreement by either party will be deemed to be a waiver of another provision or a future waiver of the same provision by such party. If a provision of the Agreement is invalid, the remaining provisions will continue to be valid and enforceable. The term “including” means “including without limitation”. Any fees contemplated by the Agreement do not include any taxes. You agree to pay, or ensure that your applicable Customer pays, any taxes, levies or duties imposed by any governmental authority in connection with the Agreement, including any sales, use and other taxes or fees charged for your or your Customers’ use of the White Label Service. You will be responsible and liable for all actions and omissions of your employees, contractors, agents and others in connection with your or your Customer’s use of the White Label Service, the White Label Application and any other Service Items in each case to the same extent as if those actions or omissions were yours.

If you or your Customer are located in a country other than the United States, additional terms and conditions may apply to your or your Customer’s use of the White Label Service.  Please click here for more details.