Reseller Agreement

1. Operative Part

Space Combinator Pty Ltd ACN 622846191 (zzoota) operates the Link. platform, Edge platform and devices (Program). zzoota is prepared to grant Resellers the right to resell access to the Program to End Users on the Terms and Conditions of this Resellers Agreement.

The Reseller makes this offer to zzoota to resell the Program in exchange for the Fees described herein. zzoota and the Reseller are referred to as a Party or the Parties to this Agreement as the case may be.

1.1 Defined terms

Agreement means the terms and conditions contained in this Resellers Agreement.

Confidential Information means all information, know how, trade secrets, expressions, ideas, concepts, technical and financial information and other commercially valuable or sensitive information in whatever form disclosed by a Party to the other Party, and in the case of Reseller includes all information in or relating to the Program, Documentation, Licensed IP, sales volumes, Fees paid, except information which lawfully is or comes into the public domain, which is lawfully in a Party’s possession prior to disclosure under this Agreement.

Documentation means any user operating manual, explanatory notes or memorandum that may or may not be supplied with the Program provided by zzoota as updated from time to time on zzoota’s Website or provided during training.

End User means a customer of the Reseller.

EULAHA means the End User License and Hosting Agreement which all End Users of the Program agree to be bound by available at: http://www.zzoota.com/end-user-licence-hosting-agreement

Force Majeure means an act of God, fire, lightning, explosions, flood or other natural disaster, subsidence, act of terrorism, insurrection, civil disorder or military operations, power or gas shortage, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and any other cause, whether similar or not to the foregoing, outside of the affected Party’s control.

Intellectual Property means statutory and other proprietary rights in respect of copyright and neighbouring rights, all rights in relation to inventions, patents, registered and unregistered designs, utility models, circuit layouts, know-how and rights to require information to be kept confidential, and all other rights arising from intellectual activity and rights to apply for the above, but does not include Moral Rights that are not transferable.

Program means zzoota website management system used as a software solution, along with zzoota devices to enable users to track and manage their assets.

Services mean any services which may be provided by the Reseller in conjunction with the Program.

Technical Information means Confidential Information being artwork, specifications, designs, research and development results, test results, and other technical information relating to the Program, or the and any material form in which the above materials or information are contained or embodied, or from which they can be reproduced.

Term means the period of five (5) years.

1.2 Interpretation

Reference to:

(a) one gender includes the others;

(b) the singular includes the plural and the plural includes the singular;

(d) a Party includes the Party’s executors, administrators, successors and permitted assigns;

(e) to an amount of money, to $, $A or dollar is a reference to the currency of Australia;

(f) a statute, regulation or provision of a statute or regulation (a Statutory Provision) includes:

(i) that Statutory Provision as amended or re-enacted from time to time; and

(ii) a statute, regulation or provision enacted in replacement of that Statutory Provision.

(iii) including and similar expressions are not words of limitation.

(g) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(h) headings are for convenience only and do not form part of this Agreement or affect its interpretation.

(i) a provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Agreement or the inclusion of the provision in it.

2. Appointment of Reseller

2.1 Appointment

(a) In signing this Agreement, communicating your acceptance, or clicking the “Submit” button, the Reseller is making an offer to zzoota to resell the Program on the terms and conditions contained in this Agreement.

(b) zzoota accepts the offer contained in this Agreement by communicating its acceptance of the Resellers offer to the Reseller.

2.2 Grant of rights

(a) The Reseller agrees to promote, market and sell the Program to potential End Users on the terms and conditions contained herein.

(b) The Reseller acknowledges that its appointment under this Agreement is not exclusive and that zzoota may appoint other resellers to sell the Program.

(i) customise and configure the Program supplied by zzoota for End Users;

(ii) promote the Link. platform as their own service offering by utilising the white-label functions.

2.3 Separate contract

(a) Each client profile of the Program created by the Reseller on behalf of an End User constitutes a separate agreement between the Reseller and the End User.

(b) zzoota may choose at its sole discretion not to accept an End User introduced by a Reseller for any reason.

3. Financial arrangements

3.1 Pricing

(a) The Reseller acknowledges that the Program pricing provided is determined by zzoota and does not include the Reseller’s right to charge End Users fees associated with:

(i) consulting on the use of the Program;

(ii) installing, configuring and customising the Program (including devices) for an End User;

(iii) an element related to promoting, consulting, and the right to install and configure the client.

(b) The Reseller may contract separately with End Users to provide these services.

(c) The Reseller acknowledges that zzoota may charge additional fees for services related to and/or external to the Program, where a zzoota team member is required to provide services to a Reseller. The Reseller agrees to zzoota providing this additional pricing when required.

3.2 Goods and Services Tax

All pricing is exclusive of GST unless the Reseller is registered for GST.

3.3 Recipient created tax invoices

(a) If the Reseller is registered for GST:

(i) zzoota agrees to issue tax invoices to the Reseller and the Reseller has agreed to accept those invoices in respect of device and subscription purchasing in satisfaction of the taxation requirements for recipient created tax invoices.

(ii) the Reseller acknowledges its registration status for GST is current on the day that the Reseller accepts this agreement and that the Reseller will notify zzoota if it ceases to be registered for GST.

(b) If the Reseller is not registered for GST then the recipient created tax invoices will not include GST.

3.4 Timing and method of payment

Payment terms for device hardware will be detailed on the invoice. Payment for the Link. platform, Edge platform and device subscription will be done via a monthly direct debit from the Resellers bank account or credit card.

4. Resellers obligations

4.1 Care and skill

The Reseller must market and promote the Program and solicit and obtain End Users for the Program with all due care and skill and in a competent and prudent manner and in compliance with all guides and documents provided by zzoota.

4.2 Duty of diligence

The Reseller must:

(a) make it’s best endeavours to introduce potential End Users to the Program whilst this Agreement in force;

(b) diligently, faithfully and conscientiously carry out its obligations under this Agreement;

(d) use its best endeavours to sell, promote, market and support the Program; and

(e) not do anything that may interfere with the sale, promotion, marketing and support of the Program.

4.3 Use of zzoota’s name, logos and trademarks

(a) The names and logos specified used by zzoota and any logo or characteristic decoration used in relation to them may not be used as part of the business or corporate name or trading style of the Reseller, but may be used by the Reseller only in connection with the performance of the Reseller's obligations under this Agreement.

(b) The Reseller must not disseminate in any manner whatsoever to any person any promotional or marketing documentation (whether in paper or electronic form) which bears any of:

(i) the name or logos of zzoota

(ii) the name of zzoota; or

(iii) unless zzoota has first been provided with a copy of such proposed promotional or marketing material and has provided its written consent to its dissemination, which will not be unreasonably withheld.

4.4 Promotional assistance

(a) To assist the Reseller in the performance of its obligations under this Agreement, zzoota may:

(i) provide the Reseller with sales literature and other sales aids that zzoota considers necessary; and

(ii) list the Resellers of its Program on its website and in other promotional literature including the names and contact details of the Reseller.

4.5 No sub-agents

The Reseller must not appoint sub-agents to carry out any of the functions which it is required or permitted by this Agreement to perform, without the prior written consent of zzoota, which may be withheld at zzoota’s absolute discretion.

4.6 Representations

(a) The Reseller must not:

(i) make any representation or claim or give any warranty or guarantee regarding the Program which has not been authorised by zzoota in writing or which is inconsistent with any Documentation or information provided by or on behalf of zzoota, including all warranties and disclaimers contained in such documentation or information;

(ii) without the prior express approval of zzoota commit zzoota in any way to the performance of any contract whatever nor incur any liabilities on behalf of zzoota nor pledge the credit of zzoota nor make any representations nor give any warranty on behalf of zzoota, nor will it hold itself out, or permit any person to hold itself out as being authorised to bind zzoota in any way.

4.7 Reseller training

(a) The Reseller must submit to a quality and accreditation process administered by zzoota to ensure that they have achieved competence using and customising the Program for End Users.

(b) At any time during the Term of this Agreement zzoota may require any of the Resellers staff to pass any form of reasonable test to establish that they possess sufficient skills to comply with the obligations contained in this Agreement.

4.8 Invoicing options

For any End Users introduced by the Reseller, the Reseller will invoice End Users directly.

5. zzoota’s obligations

5.1 Promotional assistance

(a) zzoota will provide to the Reseller such information and documentation regarding the nature, characteristics, operation and use of the Program as zzoota considers necessary to enable the Reseller to promote and market the Program.

(b) zzoota will only provide reasonable technical support for the Program to the Reseller and not to the End User.

5.2 zzoota’s exclusions

(a) zzoota excludes all liability to the Reseller in respect of the suitability of the Program, the accuracy of the captured data, the quality of GPS tracking history, network coverage issues, satellite coverage issues, the quality or performance or the claims of third Parties arising from the commercialisation of the Program.

(b) Without limiting the generality of the foregoing, zzoota is to have no liability to the Reseller, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit or loss of business opportunity, unless this Agreement expressly provides otherwise.

5.3 Non-competition by zzoota

zzoota agrees to not approach End Users to offer competitive services of the Reseller to any End Users introduced by the Reseller whilst this agreement is in force.

6. Warranties and representations

6.1 Mutual warranties

(a) Each Party warrants that as at the Commencement Date:

(i) it has the power and authority to enter into and perform its obligations under this Agreement and that the execution of this Agreement by it has been duly and validly authorised by all necessary corporate action; and

(ii) its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms.

6.2 zzoota warranties

(a) zzoota warrants that, to the best of its knowledge and belief as at the Commencement Date, it is entitled to grant the right to resell its Program to the Reseller in accordance with the terms of this Agreement.

(b) zzoota has permission to use all registered or common law trade marks and product names as specified throughout this Agreement and any End User License Agreement.

6.3 Reseller warranties

The Reseller warrants that to the best of its knowledge and belief that:

(a) it has the resources, skills, knowledge and abilities necessary to perform its obligations under this Agreement; and

(b) it will at all times comply with all applicable laws and regulations and hold all necessary approvals in performing its obligations under this Agreement and in any of its dealings with respect to the Program.

7. Restraint and non-competition

7.1 Definitions for this clause

Engage In means to carry on, participate in, provide competitive services, or otherwise be directly or indirectly involved as a Reseller, unit holder, director, consultant, adviser, contractor, shareholder, agent, manager, employee, beneficiary, partner, Associate, trustee or financier.

Business means the business of zzoota when this Agreement is terminated.

7.2 Prohibited activities

(a) The Reseller undertakes to zzoota that it will not:

(b) engage in a business or an activity that is:

(i) the same or similar to the Business or any material part of the Business; and

(ii) in competition with the Business or any material part of the Business;

(iii) solicit, canvass, approach or accept an approach from a person who was at any time whilst this Agreement is in force ending on the date when the Reseller stops being a Reseller, a customer of zzoota with a view to obtaining their custom in a business that is the same or similar to the Business and is in competition with the Business;

(iv) interfere with the relationship between zzoota and its End Users, employees or suppliers;

(v) apply for or maintain any copyright, trademark or Intellectual Property registrations held in the Reseller’s name in relation to the Program.

(vi) induce or help to induce an employee of officer or other Resellers of zzoota to cease involvement with zzoota.

7.3 Duration of restraint

(a) The Reseller agrees that they will not in any capacity, either directly or indirectly:

(i) whist this Agreement is in force; and

(ii) for the period of eighteen (18) months after termination;

(b) be involved in any of the prohibited activities as specified in clause 7.2.

7.4 Interpretation

Clauses 7.2 and 7.3 have effect together as if they consisted of separate provisions, each being severable from the other. Each separate provision results from combining each undertaking in clause 7.2, with each period in clause 7.3 If any of those separate provisions is invalid or unenforceable for any reason, the invalidity or unenforceability does not affect the validity or enforceability of any of the other separate provisions or other combinations of the separate provisions of clauses 7.2 and 7.3.

7.5 Exceptions

(a) This clause 7 does not restrict a Reseller from:

(i) holding 5% or less of the Shares of a competitor that is listed on a Stock Exchange;

(ii) holding Shares in zzoota; or

(iii) recruiting a person through a recruitment agency (except if the agency targets employees of zzoota) or in a response to a public employment advertisement.

7.6 Acknowledgments

(a) The Reseller acknowledges that:

(i) the prohibitions and restrictions in this clause 7 are reasonable in the circumstances and necessary to protect the goodwill of zzoota;

(ii) damages are not an adequate remedy if the Reseller breaches this clause 7; and

(iii) zzoota or another Reseller may apply for injunctive relief if:

(iv) the Reseller breaches or threatens to breach this clause 7; or

(v) zzoota or the other Reseller believes the Reseller is likely to breach this clause 7.

8. Termination

8.1 Termination by End User

(a) If at any time, the End User is dissatisfied with the service provided by the Reseller, because the Reseller’s conduct is deemed to be offensive or unprofessional for any reason (as solely determined by the End User), then by providing notice to zzoota, the End User may elect to continue using the Program without the assistance of the Reseller.

(b) zzoota will provide a notice on its website to allow End Users to report Resellers that are not representing zzoota in a professional manner, the completion of which gives effect to this clause.

(i) the End User will continue directly with zzoota; and

(ii) the Reseller’s administrative access to the Program for the terminated End User will be revoked.

8.2 Termination by zzoota

(a) zzoota may terminate this Agreement with immediate effect by giving written notice to the Reseller at any time if zzoota loses its rights to provide the Program.

(b) The Parties agree that should zzoota lose its right to provide the Program then the terms and conditions contained in this Agreement are terminated and each Party will have no recourse to the other.

(i) it has received complaint from at least 10% of End Users in accordance with the clause 8.1;

(ii) the Reseller fails to provide a reasonable level of support of the Program to the End User, after first being provided with notice that its level of support is insufficient;

(iii) the Reseller fails to achieve a reasonable standard of skill in using the System after having received training;

(iv) the Reseller harasses or otherwise interferes with the contract between zzoota and the End User;

(v) the Reseller encourages at least 10% of End Users to move to another System; and

(vi) the Reseller engages in any conduct which casts zzoota’s good name into disrepute.

(vii) the Reseller is unable to be contacted or appears to have abandoned its business after zzoota has made reasonable attempts to contact the Reseller;

(viii) the Reseller is the subject of an insolvency event or becomes personally bankrupt.

8.3 Termination by the Reseller

The Reseller may terminate this Agreement by providing ninety (90) days notice to zzoota.

8.4 Termination notice period

zzoota may terminate this Agreement with immediate effect or by giving ninety (90) days written notice to the Reseller.

8.5 Force Majeure

(a) If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by reason of Force Majeure, the affected Party, upon giving prompt notice to the other Party, is excused from such performance to the extent of such prevention, restriction, or interference.

(b) The affected Party must use its best efforts to avoid or remove the Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Force Majeure is removed.

(c) If an event of Force Majeure has the effect of substantially preventing performance of this Agreement by a Party for a period of more than ninety (90) days, the unaffected Party may by notice to the other Party terminate this Agreement.

8.6 Effect of termination

(a) Upon termination or expiry of this Agreement for any reason, the Reseller must:

(i) immediately cease offering zzoota’s Program to End Users;

(ii) immediately discontinue the display or use any of zzoota’s name or logos;

(iii) or any name, logo or decoration bearing any resemblance to them which may be likely to cause confusion or to mislead any person.

9. Confidential Information

9.1 Permitted use

The Reseller may use the Confidential Information in or relating to the Program solely for the purpose of marketing and promoting the Program and soliciting and obtaining sales in accordance with this Agreement.

9.2 Use of Confidential Information

Subject to clause 9.1, each Party undertakes to keep the Confidential Information of the other Party confidential at all times, not to use or disclose that Confidential Information except to the extent necessary for the purpose of this Agreement or as required by law, and to take all action reasonably necessary to maintain the confidential nature of that Confidential Information.

10. Injunctive relief

(a) In the event that any of the terms contained in this Agreement are breached by the Reseller, the Parties acknowledge that irreparable damage will result to the Company, and to its business and that damages may not be an adequate remedy.

(b) The Parties agree that the Company will be entitled to injunctive relief should the Reseller breach any of the terms and conditions of a clause which references this clause 10, which include provisions relating to Confidential Information and property of the Company.

(c) This equitable remedy shall be in addition to (and will not supersede) any action for damages the Company may have for breach of any part of this Agreement.

(d) Should zzoota be the prevailing Party in any action, at law or equity, to enforce the terms of this Agreement, it will be entitled to legal fees and costs incurred enforcing its rights on an indemnity basis.

11. General provisions

11.1 Assignment

zzoota may assign its rights and obligations contained in this Agreement to a third party at any time without notice or permission of the Reseller. The rights of the Reseller cannot be assigned without the permission of zzoota.

11.2 Amendment

This Agreement may only be amended by agreement of the Parties evidenced in writing.

11.3 Entire Agreement

This Agreement contains the entire Agreement of the Parties with respect to its subject matter.

11.4 Further assurances

Each Party agrees, at its own expense, on the request of another Party, to do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including, but not limited to, the execution of documents.

11.5 Form of notice

A notice, approval, consent or other communication in connection with this Agreement must be in writing sent to the address of the receiving Party appearing in this Agreement or such other address as may be communicated by the receiving Party, marked for the attention of any person nominated for that purpose by the receiving Party (and who in the absence of any such nomination is the signatory to this Agreement on behalf of the Party), and may be sent by prepaid post (air mail if international), courier, facsimile transmission or electronic mail.

11.6 Governing law

The laws of Queensland and Australia govern this Deed. The Parties submit to the non-exclusive jurisdiction of the Supreme Court of Queensland and the Federal Court of Australia.