RESONATE AGENCY ADDENDUM
THIS RESONATE AGENCY ADDENDUM (this “Addendum”) is hereby incorporated into that certain Resonate Master Subscription Agreement (the “Terms”) between Resonate Networks, Inc., with its principal offices at 11700 Plaza America Drive, Suite 1000, Reston, VA 20190 (“Resonate”), and the customer (each, a “Customer”) who has purchased access rights for SaaS Services, licenses to Resonate Data and/or Ancillary Services, (collectively, the “Services”), by executing or otherwise entering into an order form acceptable to Resonate (an “Order”). Capitalized terms used in this Addendum that are not defined herein shall have the meaning given in the Terms. In the event of any conflict between the provisions of the Terms and this Addendum, the provisions of this Addendum shall prevail. This Addendum, together with the Terms, each Order, exhibits, addenda, and materials referenced herein, constitute a legal agreement and are referred to herein as the “Agreement”.
1. CUSTOMER AS AGENCY.
1.1. SaaS Services. Customer may enter into one or more Orders with Resonate where Customer uses the SaaS Services for the benefit of its clients (each, a “Client”). Subject to Customer’s payment of all applicable Fees and compliance with the Agreement, Resonate hereby grants Customer during the Subscription Term a personal, non-exclusive, non-transferable, non-sublicensable, revocable (as provided herein) right to access and use the SaaS Services and the Resonate Data for the benefit of its Client(s), solely as part of its agency services offerings (“Agency Services”) and not as a standalone offering. Customer may not grant its Clients access to the SaaS Services. Additionally, where a Client is named on an Order, Customer’s right to use the SaaS Services purchased under such Order is specifically limited to such named Client and Customer is prohibited from using the SaaS Services for the benefit of any other Client.
1.2. Data Services. Subject to Customer’s payment of all applicable Fees and compliance with the Agreement, Resonate hereby grants Customer during the Subscription Term a personal, non-exclusive, non-transferable, non-sublicensable, revocable (as provided herein) right and license to use, distribute and sublicense the Attributes Data to and for the Client who is named on the applicable Order, or if no Client is named, then for the benefit of its Client(s) generally, solely as part of the Agency Services.
1.3. Client Agreement. If the Services to be provided under an Order include the licensing of Resonate Data to be accessed and used by Customer for the benefit of its applicable Client(s) and/or to be accessed and used by the applicable Client, Customer will secure the applicable Client’s agreement to the licensing rights and restrictions materially similar to, but not less than, those minimum licensing terms set forth in the Terms. Resonate shall have no liability to Clients or Customer based upon license rights, content rights, warranties or indemnity obligations that are inconsistent with the Agreement or the applicable Order. Furthermore, Customer is solely responsible for all Agency Services provided to Client that are not the Services.
1.4. Non-Exclusive. Nothing in the Agreement shall prohibit Resonate from offering Services directly or indirectly to any person or entity.
2. CUSTOMER RESPONSIBILITIES.
2.1. Client Data. Customer shall ensure that it has obtained all necessary consents from Client(s) for Resonate to receive and process Customer Data in accordance with the Agreement. Customer will secure Client’s agreement to restrictions, representations and warranties regarding Customer Data that is no less protective than the Terms, including without limitation, Sections 7.1.3 (Restrictions), 10 (Compliance; Security; Privacy) and 12.3 (Customer Warranties).
2.2. Points of Contact. Customer shall designate both: (i) a technical contact, who shall be designated to be Resonate’s primary contact for all technical matters relating to the Services; and (ii) a business contact, who shall be Resonate’s primary contact for all other day-to-day matters arising under this Agreement.
2.3. Third-Party Restrictions. Customer shall undertake all measures necessary to ensure that its distribution of Resonate Data complies in all respects with any contractual or other legally binding obligations of Resonate to any third party, provided that Resonate has notified Customer with respect to any such obligations. Customer shall not enter into any contractual relationship or other legally binding obligation with any third party, which shall have the purpose or effect of encumbering the use by Resonate of the Resonate Data, Services or the Documentation.
2.4. Support. Customer will provide direct support to its Clients. Resonate shall provide Customer with support services in accordance with its SLA but Resonate shall have no obligation to provide direct support to Clients.
3. USE OF TRADEMARKS.
Resonate hereby grants to Customer the non-exclusive, non-transferable, revocable license to use and display the trademarks and trade names used by Resonate (whether registered or unregistered) in connection with the Services (the “Trademarks”), solely in connection with and solely to the extent reasonably necessary for the marketing, promotion and distribution of the Services to prospective Clients in accordance with the terms and conditions of this Agreement. Customer shall not remove or alter the copyright notices, Trademarks, logos, or other proprietary notices incorporated in, marked on or affixed to the Services, Documentation, Resonate Data, marketing materials or other materials provided by Resonate. Customer shall market, promote, and distribute the Resonate Data only under the Trademarks, and not under any other trademark or logo including a combination with other any other trademarks or brand names. Customer shall not use the Trademarks or any other trademarks or trade names of Resonate or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Customer unless authorized in writing by Resonate. Customer shall not use or authorize any person to use any of the Trademarks as a trade name or domain name. Customer shall not seek to register in any country any of the Trademarks (or any confusingly similar marks or translations or transliterations of the Trademarks) in either Customer’s or any third party’s name and agrees to transfer and assign any such domain names to Resonate on Resonate’s request. Customer’s use of the Trademarks shall be pursuant to Resonate’s Trademark usage policies as Resonate communicates such policies to Customer from time to time, and Customer shall promptly modify its use of the Trademarks to conform to such policies. Customer consents to Resonate using its name and logo to identify Customer as a partner of Resonate. Any use shall be subject to Resonate complying with any guidelines that Reseller may deliver to Resonate from time-to-time regarding the use of its name and logo.
4. TERM AND TERMINATION.
This Addendum shall be coterminous with the Agreement. Upon termination of this Addendum: (i) Customer shall discontinue all further promotion, marketing and support of the Services and Resonate Data, and shall cease all display, advertising and use of all the Trademarks and will not thereafter use, advertise or display any such Trademarks; (ii) Customer shall promptly return all Resonate’s advertising materials and other printed materials or documentation in its possession or under its control which contain or bear any Trademarks, except that Customer may destroy any copies of the Confidential Information maintained on a hard drive or other electronic form; and (iii) Customer will make no further use of the Resonate Data, and shall ensure that its Client(s) do the same, and will immediately either destroy or permanently erase all copies of the Resonate Data under Customer’s control.