All capitalized terms not otherwise defined herein (these terms being these “Reseller Terms”) shall have the meanings set forth in the ON24 Universal Terms and Conditions, located at https://www.on24.com/terms-and-conditions/ (the “Universal Terms”).
Subject to Client’s compliance with these Reseller Terms, the Universal Terms and the applicable Agreement (herein collectively referred to as the “Resale Agreement”), Client is hereby authorized to act as a non-exclusive, independent reseller of the Services listed in the Agreement in accordance with the Resale Agreement. Client shall market, promote, and resell the Services solely at its own expense and through its own representatives and efforts.
Client shall not represent itself as an agent or employee of ON24. Client shall not make any representations regarding ON24 or on ON24’s behalf. Client shall be solely responsible and liable for any representation, warranty or commitment made by Client with respect to the Services. Client agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to ON24 and agrees to comply with all applicable laws and regulations with respect to the Resale Agreement, including, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”).
Client represents and warrants (i) that it is not owned or controlled by a foreign government; (ii) that no foreign official holds an ownership interest in it; and (iii) that it will abide by ON24’s policies and procedures applicable to resellers. ON24 shall have the right to audit Client’s books and records and other business records to ensure that Client’s performance with respect to the Resale Agreement is and has been in compliance with applicable law. ON24 may immediate terminate the Resale Agreement and any other agreements between the parties relating to the sale or resale of Services if it has a good faith belief that Client has made any improper payments. Should ON24 have a good faith belief that Client violated applicable law with respect to its performance under the Resale Agreement, ON24 shall have the right to disclose Client’s conduct to the applicable authorities. Upon request, Client agrees to provide ON24 with certifications signed by key representatives of Client regarding compliance with the FCPA and other applicable law.
Client shall be solely responsible for all costs, expenses and liabilities that may arise from its performance with respect to the Resale Agreement. Client will defend and hold ON24 harmless against any and all claims, demands, suits, or proceedings arising from or relating to: (i) any breach or alleged breach by Client of any term of the Resale Agreement; (ii) losses sustained by ON24 resulting from any noncompliance with law by Client; (iii) the issuance by Client of any warranty, representation or commitment regarding ON24 or the Services; (iv) Client’s customers, the end users of Client and its customers, and any other third parties who access the Platform or use the Services by virtue of Client’s performance with respect to the Resale Agreement (collectively, “Client Users”); and (v) other acts or omissions of Client in connection with the marketing or resale of the Services.
Between ON24 and Client, Client shall be solely responsible for the actions and inactions of all of its representatives and Client Users. Client shall ensure that Client Users do not: (i) use the Platform or Services except as permitted by the Resale Agreement; (ii) modify, reverse engineer, disassemble, or decompile the Platform, or cause or permit others to do so; (iii) use the Platform or Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or Services; (iv) remove or modify any title, trademark, copyright and/or restricted rights notices or labels from the Platform or Services; (v) create derivative works based on the Platform or otherwise violate ON24’s intellectual property rights; (vi) use Platform or Service on a service bureau basis; or (vii) use the Platform or Services in any manner inconsistent with the Resale Agreement.
Client shall at all times during the term of the Resale Agreement, at its own cost and expense, carry and maintain the following insurance coverage: (i) Commercial General Liability insurance with a minimum limit of $1,000,000 for each occurrence and $2,000,000 in the aggregate; (ii) Workers’ Compensation insurance with statutory limits and Employer’s Liability at a minimum limit of $500,000 per accident and employee; (iii) Errors and Omissions Liability insurance including Privacy and Security (Cyber) Liability coverage with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate; and (v) Umbrella or Excess Liability insurance with a minimum limit of $5,000,000. Within 10 business days of a request by ON24, Client shall name ON24 an additional insured via a Certificate of Insurance which evidences the above required insurance coverages and limits. Client’s insurance shall be primary and any insurance maintained by ON24 shall not contribute with it. Client shall obtain a waiver of subrogation in favor of ON24 for all the policies.