Tribe of Noise Music Reseller Agreement

(1) Introduction

1.1 This Tribe of Noise Music Reseller Agreement (“Agreement”) is an agreement between Tribe of Noise BV (‘Tribe of Noise’) a company incorporated in The Netherlands (Company number: 34294329) whose registered office is at Johan Huizingalaan 763a, 1066VH Amsterdam and the Reseller as signed.

1.2 Tribe of Noise wishes to appoint the Reseller as a non-exclusive authorised reseller to promote and resell the Services provided Tribe of Noise.

(2) Definitions

2.1 “Reseller Program” shall mean the program by which a Reseller sells Tribe of Noise Services directly to Customers.

2.2 “Customers” are end-users who have purchased Tribe of Noise music services.

2.3 “Services” are Tribe of Noise’s music services made available to the reseller to sell to Customers.

(3) Appointment of Reseller

3.1 Tribe of Noise hereby appoints the Reseller on a non-exclusive basis as one of its authorised partners to promote and sell the Services directly to Customers in accordance with Tribe of Noise’s standard Terms and Conditions.

3.2 The Service and rates agreed shall remain in place under the terms of this contract provided that the Reseller forwards five new customers to Tribe of Noise under the terms of this contact within six months of the contract being signed.

3.3 The Reseller shall not have authority to vary or commit to the Services on Tribe of Noise’s behalf.

3.4 Tribe of Noise reserves the right at any time and in their sole discretion to modify or remove any services without notice and without penalty.

(4) Reseller Obligations

4.1 The Reseller hereby undertakes and agrees that it shall:

4.1.1 actively promote and supply Tribe of Noise Services as its primary offering into those markets that it addresses and to positively promote Tribe of Noise on its web site and in any material published by the Reseller and provide at least one link from the Reseller’s web site to the relevant Tribe of Noise web site in the format prescribed and as varied from time to time by Tribe of Noise;

4.1.2 not commit to supply any customer with any Service unless Tribe of Noise has accepted the customer’s order;

4.1.3 act in the best interests of Tribe of Noise and ensure that customers understand their contractual obligations under Tribe of Noise’s prevailing standard terms and conditions of service;

4.1.4 not accept orders or make contracts on behalf of Tribe of Noise and not make or give any promises, representations, warranties or guarantees with reference to the Services except such as are consistent with Tribe of Noise’s literature;

4.1.5 not incur any liability on behalf of Tribe of Noise;

4.1.6 promote the Services in a form and manner consistent with Tribe of Noise’s literature and not to bring Tribe of Noise or its brand into disrepute;

4.1.7 inform Tribe of Noise immediately of any changes in the Reseller organisation or methods of doing business which might affect the performance of the Reseller obligations hereunder;

4.1.8 comply with all Tribe of Noise rules and regulations concerning the marketing and sale of the Services;

4.1.9 if so requested by Tribe of Noise within 30 days of the end of each calendar quarter throughout the duration of this Agreement furnish Tribe of Noise with a forecast of the anticipated volume of new customer potential for the current and following quarterly periods;

4.1.10 in all its marketing and publicity material and in dealings with third parties, the Reseller shall make it clear that it is an authorised Reseller of Tribe of Noise and not otherwise connected to or associated with Tribe of Noise;

4.1.11 ensure that the Reseller’s employees possess the necessary skills, experience and qualifications to perform their jobs in a professional manner;

4.1.12 afford Tribe of Noise representatives free access to customers to ensure compliance with appropriate quality criteria and proper and correct supply of the Services;

4.1.13 at all times maintain a high standard of customer service and fault handling when dealing with customer;

4.1.14 provide to Tribe of Noise such information in respect of customers as may be required to supply the Services;

(5) Provision of Services

5.1 Tribe of Noise will use reasonable endeavours to provide the Services with reasonable skill and care.

5.2 Tribe of Noise will use reasonable endeavours to provide the Services for 24 hours per day throughout the year but shall not be liable for any failure to provide the Services whether this failure arises from a technical failure or otherwise.

5.3 Tribe of Noise shall be entitled to:

5.3.1 change the technical specification of the Services where necessary for commercial, operational, statutory or regulatory reasons;

5.3.2 suspend the Services for any reason.

(6) Kickback fee Reseller

6.1 The Reseller receives a kickback fee, at the agreed rate, after the customer paid for his second monthly subscription. In the event of a yearly subscription the Reseller receives a kickback fee two months after the customer paid for his subscription.

(7) Term and Termination

7.1 This Agreement may be terminated by either party at any time by providing one month’s written notice.

7.2 Either party may terminate the Agreement immediately if the other party is in breach of its obligations.

7.3 Tribe of Noise has the right, without notice to the Reseller, to terminate this agreement immediately or suspend provision of any part or all of the Tribe of Noise Service where Tribe of Noise believes, in its opinion that:

7.3.1 the Reseller has entered into any form of insolvency or administration;

7.3.2 the Reseller has performed, or threatened to perform, any act which might undermine the technical, commercial or other viability or integrity of any of the Services;

7.3.3 the Reseller promotes products or services that are directly competing with Tribe of Noise to existing Tribe of Noise Customers;

7.4 Any such termination shall not prejudice any of Tribe of Noise’s rights or claims.

(8) Effects of Termination

8.1 Upon termination of this agreement the Reseller shall:

8.1.1 remove all links and graphics from its web site, and refrain from publishing same in any manner;

8.1.2 lose all rights and licenses under this agreement;

8.1.3 terminate use of any of Tribe of Noise’s intellectual property granted under the this agreement.

(9) Exclusion and Limitation of Liability

9.1 Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or in respect of fraud or of any statements made fraudulently by that party.

9.2 Subject to the exception set out above and to the extent permissible by law, Tribe of Noise will not be liable to the Reseller for any direct, indirect or consequential loss.

9.3 Other than as expressly set out elsewhere in this Agreement all representations, warranties, conditions and terms express or implied whether statutory or otherwise are expressly excluded by Tribe of Noise and by their suppliers who are participating in supplying services to the fullest extent permitted by law.

(10) Intellectual Property Rights

10.1 All intellectual property rights relating to the provision of Tribe of Noise Services are the property of Tribe of Noise or Tribe of Noise’s suppliers or other third parties that have licensed the use of such rights to Tribe of Noise or Tribe of Noise’s suppliers.

10.2 The Reseller acknowledges and agrees that content available from Tribe of Noise, including but not limited to web links, text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trade mark, patent, or other proprietary rights and laws, and may not be used in any manner other than on the same restricted basis as specified for the purposes of this agreement.

10.3 The Reseller will keep Tribe of Noise fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by Tribe of Noise howsoever arising through the Reseller’s infringement of third party intellectual property rights which have not been caused by actions of Tribe of Noise.

(11) Data Protection

11.1 Both parties undertake to comply with provisions of the General Data Protection Regulations (GDPR 2018) in relation to the disclosure, use and storage of any personal information as defined in the Act.

11.2 Data related to the provision of the Tribe of Noise Services will be put onto the Tribe of Noise database and processed by Tribe of Noise in servicing the relationship with the Reseller, including disclosure to third party suppliers and consultants. By submitting the data to Tribe of Noise the Reseller agrees to Tribe of Noise’s storage, use and disclosure of that data.

11.3 The Reseller expressly agrees that data pertaining to their service can be viewed by Tribe of Noise and by Tribe of Noise’s suppliers in the normal course of their commercial activities but such data cannot be made available to other parties except where required by the law or where a suitable non-disclosure agreement has been signed with such parties.

(12) General

12.1 The Reseller accepts that Tribe of Noise will update the terms and conditions contained in this Agreement by notifying the Reseller by email.

12.2 Any amounts quoted are always exclusive of VAT and any other applicable tax, import duty, and all other duties which will be levied as required by law.

12.3 This agreement is made with the Reseller only. The Reseller is not permitted to transfer, assign or give away the agreement without prior written agreement of Tribe of Noise.

12.4 This agreement shall be governed by and construed in accordance with Dutch law and the parties hereby submit to the exclusive jurisdiction of the Courts in The Netherlands. This Agreement contains the whole agreement between the parties in relation to the operation of the Reseller Program and supersedes any prior written or oral agreements relating to the same.

12.5 If any provisions of this agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the agreement without affecting the validity or enforceability of the remainder.