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TERMS AND CONDITIONS

FastTrack Community of Resellers Program (also called FCORE) is FastTrack Solutions’ Channels Program that aims to connect and collaborate with new and existing channel partners to effectively provide one-stop-shop solution to clients, with ease of doing business.

FCORE Program is committed to strengthen its relationship with our partner network by providing support and recognition to their dedication and contribution to successful partnership.

This Partnership Agreement is made effective as of (date), by and between:

A. FastTrack Solutions Inc. with its principle place of business 10F The Valero Tower, Valero St., Makati City, Philippines (FTSI), and

B. ___________________________________ (FCORE member), with physical address at ________________________________________.

This Partnership Agreement sets forth the terms and conditions under which FTSI authorizes the FCORE member identified above to resell FTSI software products and services.

Whereas, FCORE member desires to license from FTSI, and FTSI desires to license FCORE member certain limited rights to resell FTSI products and services. Now therefore, in consideration of the mutual promises contained herein, it is agreed as follows:

• Subject to the terms and conditions of this Partnership Agreement, FTSI hereby appoints FCORE member to act as a FCORE member of FTSI products and services, and grants to FCORE member an exclusive, non-transferrable right during the term of this Agreement to market licenses and resell its services to end users for such end-users' own internal purposes.

• Under this FCORE Program established by this Agreement, FCORE member shall not make any resource available to FastTrack Solutions’ direct and indirect competitors for any commercial or collaborative engagements within FTSI’s geographical coverage.

• FTSI reserves the right, from time to time, in its sole discretion and without liability, to modify, add to or delete from the FTSI products and services list that the FCORE member is authorized to distribute, provided that FCORE member has been trained or certify to sell specific FTSI products.

• FTSI shall use reasonable efforts to notify FCORE member thirty (30) days prior to the effective date of any such modification.

• FCORE member shall conduct its business in its own name and in such a manner that will, in the sole opinion of FTSI, reflect favorably on the FTSI Products and Services and FTSI’s good name, goodwill, and reputation. FCORE member shall not engage in deceptive, misleading, or unethical practices that are or might be detrimental to FTSI, the FTSI Products and Services, or any third party. FCORE member shall not make any representations, warranties, or guaranties to any FTSI customers, current or potential, or to the trade with respect to the specifications, features, or capabilities of FTSI Products and Services or the applications developed therewith that are not contained in or are inconsistent with FTSI Product documentation.

• FCORE member shall not: (A) sublicense the FTSI Products, except in whole as received from FTSI and in object code form; (B) modify, reverse engineer, decompile or make derivative works of the FTSI Products (including without limitation the creation of training manuals based on any FTSI Products, documentation or manuals); (C) remove any of FTSI's proprietary notices or legends, including any FTSI trademark contained in or on the FTSI Products or the FTSI Product documentation, without the specific prior written consent of FTSI; (D) make any copies of the FTSI Products or the FTSI Product documentation; or (E) sublicense, assign or otherwise transfer its rights.

• FCORE member shall be entitled to grant up to a maximum combined total of ten (10) temporary FTSI Products trial licenses at any one time. Trial licenses shall be for non-production evaluation purposes only, shall not exceed thirty (30) days and shall be subject to the terms and conditions of the Software License Agreement included with the product.

• Government Requirements. FCORE member shall obtain and maintain all permits, licenses, and government registrations necessary and appropriate to perform hereunder. This Agreement is subject to FCORE member compliance with these requirements. FCORE member shall provide FTSI with evidence of compliance under this section upon request.

• Advertising. FCORE member shall provide samples of its advertising copy and sales literature to FTSI upon FTSI request. FTSI reserves the right to review and approve or deny all uses of FTSI trademarks, logos, services marks, trade names and other identifiers prior to use. Such approval will not limit FCORE member’s obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content.

• Marketing. FTSI agrees to provide FCORE member with FTSI Product marketing materials, as available and updated from time to time at FTSI’s sole discretion, for FCORE member’s use in the promotion and marketing of FTSI Products and Services. FCORE member further agrees (A) that FCORE member may be referenced as an FCORE MEMBER on FTSI’s web site and grants FTSI the right to use its name and logo thereon; and (B) issuance of joint press releases from time to time upon advance mutual agreement.

• Sales Forecasts. FCORE member shall provide FTSI with written forecasts, from time to time as requested, describing FCORE member’s good faith projections of sales of FTSI Products and Services.

• All leads shall be registered to FTSI Channel Account Manager in compliance to the rules of engagement between FTSI organic sales and FCORE members. Leads that are unique and have not been engaged by any other FCORE member or FTSI organic sales team shall be registered under the FCORE member for a period of 3 months.

• All dormant and dropped (by client or account holder) leads are open for engagement by other FCORE members and FTSI organic sales team, and should be re-tagged under the new account manager.

• All FTSI related projects shall be documented binding FTSI and end-user; and signed between FTSI, FCORE member, and end-user.

• Payment terms to end-user will be determined upon submission and approval Project Contact between FTSI, FCORE member, and end-user.

• The revenue sharing scheme between FTSI and FCORE member shall be governed by terms and conditions provided in this Agreement.

• FCORE member revenue share shall be computed subject to the terms and conditions provided in this Agreement, in accordance to the actual amount paid by end-user.

• Limited Warranty. To the extent permitted by applicable law, FTSI licenses FTSI Products “AS IS” and without any warranty, condition, or representation, except for the express warranty provided herein. The FTSI Product medium is warranted against defects ninety (90) days from the original date of FTSI’s invoice. If the medium is defective, return it within the warranty period and FTSI will replace it at no charge. This warranty shall not apply to any FTSI Product media that has been altered or repaired, except by FTSI, or which have been subject to misuse, negligence or accident.

• Except for Express Warranties stated above and to the maximum extend permitted by law, the products, services, and information hereunder are provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the user. To the maximum extent permitted by law, licensor disclaims all other warranties, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights.

• FCORE member warranty. FCORE member agrees not to make any representations or warranties with respect to the FTSI Products and Services which exceed the limited warranties made by FTSI under this Agreement.

• FCORE member agrees to indemnify and hold FTSI harmless against and from any claims, losses, damages, and expenses (including reasonable court or arbitration costs and attorney's fees) arising out of personal injury, property damage, or any other liability, arising from: (A) the actions or fault of FCORE member, its employees, or agents in its rendering of services to end-user customers; (B) any errors, defects, or other problems in any FCORE member applications, services, or other FCORE member products and services; (C) any unauthorized use by FCORE member, its employees, or agents of any trademarks, trade secrets, copyrights, patents or other intellectual property rights relating to FTSI; (D) any FCORE member violation of applicable export and related laws; (E) any unauthorized warranty or representation made by FCORE member, its employees or agents, or (F) FCORE member’s distribution of the FTSI Products and Services.

• To the extent permitted by applicable law, and except with respect to FCORE member’s obligations, in no event will either party be liable to the other or any third party for any indirect, special, incidental, consequential or punitive damages including, without limitation, any loss profits or revenues, loss or inaccuracy of any data, or costs of procurement of substitute goods, even if the party has been advised of the possibility of such damages.

• Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one year. Thereafter, this Agreement may be renewed for subsequent one year periods at the option of FTSI.

• Termination. Either party may terminate this Agreement without cause upon 30 days written notice.

• Effect of Termination. Termination of this Agreement will not relieve either party from fulfilling its obligations which by their terms or nature survive termination, except as otherwise provided herein. Upon termination or expiration of this Agreement, FCORE member shall (A) immediately cease using and deliver to FTSI any unused FTSI Product, FTSI Material, Confidential Information and other information; and (B) immediately cease to identify itself as an FCORE member.

• Except for the specific rights granted by this Agreement, neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other shall
use a commercially reasonable degree of care to protect that Confidential Information. The FTSI Products and Services including methods or concepts utilized therein, the FTSI Product documentation, the terms and conditions of this Agreement and all information identified by the disclosing party as proprietary or confidential ("Confidential Information"), shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party (except solely for each party's internal business needs, to employees or consultants who are bound by a written agreement with such party to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement). Items will not be considered to be Confidential Information if (A) available to the public other than by a breach of an agreement with FTSI; (B) rightfully received from a third party not in breach of an obligation of confidentiality; (C) independently developed by one party without access to the Confidential information of the other; (D) known to the recipient at the time of disclosure; or (E) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order.

• Notices. Any notice required or permitted hereunder shall be in writing and shall be given by registered or certified mail or via overnight courier addressed as follows: If to FTSI, to the address set forth on the first page; If to FCORE member, at the address and fax number listed on Exhibit A. Such notice shall be deemed given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid. Either party may change its address for notice by means of notice to the other party.

• Independent Contractors. FTSI and FCORE member are independent contractors, and nothing contained in this Agreement shall be construed to (A) give either party the power to direct and control the
day-to-day activities of the other, (B) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint undertaking, or (C) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial and other obligations associated with the businesses of FTSI and FCORE member are their sole respective responsibilities.

• Governing Law and Venue. This Agreement shall be interpreted according to the laws of Philippines without regard to or application of choice-of-law rules or principles. The venue for any claims arising under this Agreement shall be in Philippines.

• Integration, Amendment and Assignment. This Agreement and the Exhibits hereto shall constitute the entire agreement between FTSI and FCORE member with respect to the subject matter hereof and all prior agreements, representations, and statement with respect to such subject matter are superseded hereby. This Agreement may be changed only by written agreement signed by both FTSI and FCORE member. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. This Agreement may not be transferred or assigned, in whole or in part, by either party either voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement and shall be void, provided, however, that FTSI may transfer or assign this Agreement to a successor in interest pursuant to a merger or acquisition of all or substantially all of the assets or ownership interest in FTSI.

• Attorney Fees. In the event of any litigation or arbitration hereunder, the arbitrator or court shall award costs and reasonable attorneys’ fees to the prevailing party.

• Severability. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.

• Headings. The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

• Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, but which together will constitute one and the same instrument.