RESELLER Terms & Conditions
November 15, 2020.
Table of contents
1. Appointment, Rights and Obligations of the Reseller
2. Third-Party Products
3. Customer Terms
4. COVR’s obligations
5. Additional Services
6. Order Process for new customer
7. Price and payment terms
8. Warranties and disclaimers
9. Intellectual and property rights and infringement
10. Limitation of liability
13. Reseller’s audit rights
14. Term and Termination
16. Governing Law and Disputes
Capitalized terms not defined herein shall have the meaning ascribed to them elsewhere in the Agreement.
“Additional Services” shall mean services which COVR can provide to the Reseller or the Customer on behalf of the Reseller as agreed between the Parties, including but not limited to integration of the Services or COVR Software as well as adjustments, modifications and additions to the Services or the COVR Software.
“Agreement” shall have the meaning set out in the main agreement document.
“COVR App” means the mobile platform application needed for the Users to access the Services.
“COVR Products” shall mean the COVR App, COVR SDK, COVR Software and the Services.
“COVR SDK” means the software development kit provided by COVR.
“COVR Software” means the digital assets needed to be installed by the Customer in order to access the Services, including any Updates and Upgrades, and all related specifications, documentation and any additional materials.
“COVR Support Services” shall be given the meaning set out in the SMA Agreement.
“Customer” means a legal person who has entered into an agreement with Reseller on the provision of the COVR Products and support in relation to the same.
“SMA Agreement” shall mean the Reseller Support, Maintenance and Availability Agreement that is made available here.
“End User Terms” shall mean the end user terms applied by the Reseller in relation to its Customers concerning COVR Products.
“Malicious Code” means code, files, agents, programs or similar that are intended to do harm including by way of e.g. viruses and Trojan horses.
“Reseller Support Services” shall be given the meaning set out in the SMA Agreement.
“Service Specification” means the description of the Services including its different components included in the Services as set forth in https://www.covrsecurity.com/covr-app-requirements/ as updated from time to time. This is a description of the standard Services and does not include any customizations or adaptions made.
“Services” means the Software-as-a-Service offered by COVR as specified in the Service Specification, as updated from time to time. The term “Services” does not, for the avoidance of doubt include any Additional Services.
“Territory” means the territory specified in the main agreement document.
“Third-Party Products” means hardware and software products and tools offered by third parties which might be used by the Reseller or the Customer in connection with the Services.
“Updates” shall mean COVR’s published corrections of the COVR Products, which will be provided to the Customer in accordance with the Service Specification.
“Upgrades” shall mean COVR’s published versions of the COVR Products including new or better functionality, which will be provided to the Customer in accordance with the Service Description.
“User” means an individual who is authorized by the Reseller or the Customer to use the Services to whom the Reseller and the Customer is allowed to provide the Services in accordance with the Agreement or the End User Terms and to whom the Reseller or the Customer has supplied a user id and a password. Users may include for example employees of the Customer.
1. Appointment, rights and obligations of the Reseller
1.1 Reseller is an independent contractor who is hereby granted a non-exclusive, non- transferable, time limited right to market, promote and sell the COVR Products and Reseller Support in accordance with what is set out in the Agreement, in its own name, for its own account and on its own risk to Customers in the Territory. Reseller does not have any right to in any way legally represent or bind COVR.
1.2 COVR may, regardless of the rights granted to Reseller under this Agreement, itself or through a third party, sell and/or market the COVR Products and nothing in this Agreement shall constitute a limitation of such right, nor shall anything in this Agreement constitute a limitation for COVR to sell, license and/or market any of its other services.
1.3 Subject to the Reseller’s compliance with the Agreement, the Reseller is granted during the term of the Agreement, a non-exclusive, non-transferable, limited right, within the Territory, to access and use the COVR Products within the Reseller’s business, as necessary for the Reseller to provide the Reseller Support Services and market the COVR Products in the Territory.
1.4 Reseller’s rights under the Agreement do not entail any right for Reseller, either itself or by allowing any third party, to:
- Use, reproduce or transfer COVR Products or part thereof, unless otherwise is stated in mandatory law or the Agreement;
- Decompile, reverse engineer, disassemble or try to access the intellectual property rights of any COVR Product or by any other means attempt to re-create the source code of a COVR Product, except to the extent expressly permitted by mandatory law;
- Otherwise than through COVR, change, develop or create additions to the COVR Products;
- Sublicense, lend, rent out or otherwise permit anyone other than Customers, directly or indirectly, with or without remuneration, dispose of COVR Products, except as expressly permitted under the Agreement;
- alter or remove any proprietary rights notices on any COVR Product, or the media by which it is made available, regarding patents, copyright, trademarks or other intellectual property rights;
- use the Services to store or transmit Malicious Code; or
- permit direct or indirect access to or use the Services in a way that circumvents a contractual usage limit.
1.5 The Reseller shall
- use its best efforts to promote the sale and distribution of the COVR Products and Reseller Support Services in the Territory;
- make such information and documentation regarding the Customer’s and its own operations available to COVR as is necessary for the performance of the Services and any Additional Services. To the extent any Additional Services shall be performed at the Reseller’s or Customer’s premises, the Reseller shall, if applicable, ensure that the Customer makes available the necessary workspace and infrastructure. The Reseller shall furthermore, and where applicable that the Customer, without undue delay notify COVR of any circumstances it becomes aware of that may affect the performance of the Services or Additional Services.
- be responsible and liable for all its Users’ compliance with this Agreement and the applicable TOU;
- be responsible for the legality of all data it submits to the Services and the means by which it acquired the data;
- use the Services only in accordance with this Agreement, the TOU and applicable laws and government regulations;
- use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify COVR promptly of any such unauthorized use;
- only use the COVR Products in the user environments prescribed by COVR and in accordance with the terms and conditions of COVR;
- be solely responsible for the implementation of the COVR Software in accordance with the Service Specification;
- comply with the technical requirements set out in the Service Specification and any additional specification agreed between the Parties; and
- comply with COVR’s Code of Conduct, if any, as updated from time to time
1.6 In addition to what is otherwise set out herein, the terms and conditions for the Reseller’s User’s use of the COVR App are set out in the TOU. The Reseller shall be responsible for the Reseller’s Users’ acceptance of the TOU and the Users’ use of the COVR App as if it was its own and shall be fully liable for any breach by a User of the TOU.
2. Third-Party Products
To use the Services the Reseller might be dependent on Third Party Products. The Reseller acknowledges and accepts that COVR does not warrant the availability or functionality of such Third Party Products and assumes no liability for the suitability of Third Party Products for the purposes of accessing and using the Services.
3. Customer Terms
3.1 With regards to the Reseller’s right under clause 1.1, Reseller undertakes to ensure that the Customer, as a precondition for the right to use or receive, as applicable, COVR Products and/or Reseller Support, accepts and undertakes to abide by End User Terms. Such End User Terms shall as a minimum contain provisions procuring the following:
- The Customer shall be granted a non-exclusive, non-transferable, time limited license to use the COVR Products within the Territory.
- The COVR Software is only intended for the Customer’s internal use and may only be used (i) in the user environment described in Service Specification; and (ii) in accordance with the other terms and conditions of the End User Terms.
- The Customer may not itself, nor by giving permission to a third party, use, copy or otherwise transfer the COVR Software, or parts thereof, except as expressly permitted by the End User Terms. The Customer may under no circumstances itself, or by giving permission to any third party, alter, develop or make additions to the COVR Software.
- The Customer may not sub-license, rent, lend or otherwise permit any third party to, directly or indirectly, with or without remuneration, dispose of or otherwise use the COVR Software, unless explicitly set out herein.
- The Customer may not decompile, disassemble or reverse engineer the COVR Software or by any other means attempt to recreate the source code of the COVR Software or make copies for archival or disaster recovery purposes, other than as expressly permitted by mandatory law.
- The Customer may not alter or remove any proprietary rights notices on the COVR Software, or the media by which it is made available, regarding patents, copyright, trademarks or other intellectual property rights.
- The COVR Software shall be delivered to the Customer in the manner and at the time agreed upon in the End User Terms.
- Updates or Upgrades can be provided to the COVR Software at any time without giving the Customer any prior notice.
- The Customer is solely responsible for implementation of the COVR Software in accordance with the Service Specification.
- The terms and conditions for the Customer’s and the User’s use of the COVR App is governed by the TOU.
- The Customer shall be responsible for the Users’ acceptance of the TOU and the Users’ use of the COVR App as if it was its own and shall be fully liable for any breach by a User of the TOU.
- The Customer shall comply with COVR’s Code of Conduct, if any, as updated from time to time
- Upon termination of the End User Terms the Customer shall immediately and in accordance with the Reseller’s instructions return or destroy all copies of the COVR Software, and, whenever applicable, the media on which the COVR Software was made available to the Customer. The Customer shall thereafter certify in writing to the Reseller that such return or destruction has occurred and that the Customer neither directly or indirectly, in whole or in part, holds or disposes of the COVR Software or any copy thereof.
- The Reseller may immediately terminate the End User Terms in the event the Customer breaches the provision referred to in (1)-(12) above.
3.2 For the purposes of the Agreement, COVR will be a sub-processor to the Reseller of personal data. The Parties have, as part of entering into the Agreement, entered into a Data Processing Agreement. In light of this and in addition to the obligations outlined above, the Reseller undertakes to ensure that the Customer, as a precondition for the right to use or receive the COVR Products and Reseller Support, accepts and undertakes to enter into a data processing agreement which shall be compliant with applicable law and substantially reflect the terms set out in the Data Processing Agreement between the Parties.
3.3 The Reseller shall, in case of a Customer’s breach of provisions described in 3.1 (1) – (12) and unless COVR in writing agrees otherwise, immediately terminate the End User Terms and any other agreement under which the Customer is entitled to use any COVR Products and/or Reseller Support and ensure that COVR’s rights are safeguarded.
3.4 The Reseller shall be fully liable to the Customer and shall not under the End User Terms, or any other agreement between the Customer and Reseller, impose any liability on COVR. COVR assumes no liability in relation to the Customers.
4. COVR’s obligations
4.1 In relation to the Reseller’s marketing and sale of the COVR Products and Reseller Support to Customer, COVR undertakes to
- provide the COVR Products to the Reseller in accordance with the Agreement,
- provide the Reseller training and instructions in relation to the Reseller Support Services, to the extent COVR deems it appropriate,
- provide COVR Support Services in accordance with the SMA Agreement, and
- provide information to Reseller in connection with marketing activities undertaken by Reseller regarding the COVR Products, to the extent COVR deems it appropriate.
4.2 Notwithstanding what is set forth in clause 4.1, COVR reserves the right to, at the sole discretion of COVR, amend the Services at any time, always provided that the functionality offered via the Services is not materially decreased or that such change is otherwise reasonably not to the detriment of the Reseller (not taking into account any contractual obligations the Reseller may have in relation to Customers that exceed COVR’s obligations under the Agreement). The most recent description of the Services is always available in the Service Specification. Furthermore, COVR is entitled to provide Updates or Upgrades to the Reseller at any time without giving the Reseller any prior notice.
4.3 The availability of the Services is governed by the SMA Agreement. Any commitment the Reseller makes in relation to the Customer in relation to the availability of the Services that exceeds what is set out in such Agreement, is at the Reseller’s own risk. Notwithstanding the foregoing, in the event the provision of the Services causes damages or risk of damages for COVR or customers of COVR, e.g. in the event of a denial of service-attack or introduction of Malicious Code, COVR shall be free to (without any obligation to compensate the Reseller) restrict the Reseller and/or Customer’s access to the Services. COVR will notify the Reseller without undue delay of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.
5. Additional Services
5.1 COVR may, but is not obligated to, offer Additional Services upon request by the Reseller. In relation to such Additional Services that have been requested by the Customer, COVR and the Customer shall produce a specification of the Additional Services. This specification shall then be approved by the Parties in writing. When a specification has been agreed upon, the Parties shall, based on such agreed specification, agree on the delivery terms between the Parties. Any Additional Services shall be based on the hourly fees specified in the Price Schedule, unless otherwise agreed.
5.2 When the price and delivery terms have been agreed in accordance with this clause, if the Additional Services have been requested by a Customer, the Reseller and the Customer shall produce an additional services agreement based on the approved specification referred to in this clause. For the avoidance of doubt, such additional services agreement between the Reseller and the Customer shall stipulate that all intellectual property rights in the Additional Services or in the results thereto, in accordance with clause 9.1 below, shall be vested in COVR, unless otherwise agreed. Once COVR has approved such additional services agreement in writing, the Reseller and the Customer may enter into the additional services agreement. The Additional Services shall between the Parties be governed by a Statement of Work entered into between the Parties and that reflects the additional services agreement, or if the Additional Services were not requested by the Customer, reflecting the agreed specification and delivery terms, in which case COVR shall perform the relevant Additional Services in accordance therewith.
6. Order Process for new customer
6.1 When ordering COVR Products, the Reseller undertakes to comply with the order process outlined in the main agreement document.
7. Price and payment terms
7.1 All prices between COVR and Reseller under this Agreement are set out in the Price Schedule, unless otherwise is set forth herein. Paid fees for the COVR Products, the COVR Support Services and any Additional Services are non-refundable. The fees will be adjusted annually in January in accordance with the Swedish “Arbetskostnadsindex”, AKI with the baseline as the year of signing.
7.2 New functionality introduced in the COVR Products (“Service Upgrades”) may be provided by COVR. Upon such Service Upgrade, COVR shall be entitled to revise the prices for the COVR Products affected by such Services Upgrade upon giving the thirty (30) days given written notice. The Reseller’s continued use of the COVR Products after that period shall be considered as an acceptance of the new fees.
7.3 Reseller may in its own discretion decide on the prices to charge its Customers, however, COVR may from time to time issue recommended prices.
7.4 Payment shall be made against invoice and is payable within thirty (30) days from the date of invoice. Unless otherwise is set out in the Price Schedule, invoicing shall be made monthly in advance. Together with the invoices, COVR shall provide an aggregated specification for the relevant Users and transactions (login/authorisation) relating to the Customers. COVR reserves the right to charge a service charge (at the current price list) for the invoicing to cover its administrative costs in relation thereto.
7.5 In case of late payment, the Reseller shall pay late payment interest on any outstanding amount in accordance with the Swedish Interest Act. COVR shall, upon written notice to the Reseller, be entitled to discontinue the performance of its obligations until any outstanding amounts have been paid in full. In case of late payment, the Reseller shall pay late payment interest on any outstanding amount with the Swedish government borrowing rate + 8% .
7.6 All amounts payable under this clause 7 are exclusive of VAT and other taxes and fees. Any VAT, taxes and fees shall be borne by Reseller.
In relation to Additional Services, the following shall apply:
- COVR shall be entitled to reimbursement for expenses in accordance with what is specifically agreed. When travelling from COVR’s permanent base as specified in the Agreement, COVR is entitled to remuneration for the costs of subsistence, accommodation and travel. For travel relating to travel by private car, such reimbursement shall be in accordance with COVR’s from time to time applicable price list. For accommodation and travel by other means than car, COVR shall be compensated on the basis of costs incurred.
- If the Reseller or Customer causes COVR to be unable to utilise allocated resources, COVR is entitled to charge compensation for the allocated time that cannot be utilised. This applies to the extent COVR cannot cover the allocated resources with other work and COVR has informed the Reseller’s contact person of such issue.
8. Warranties and disclaimers
8.1 COVR warrants that during term of the Agreement the Services will perform materially in accordance with the Service Specification and COVR will not materially decrease the overall functionality or security of the Services. COVR furthermore warrants that the Additional Services will be provided in a professional and workmanlike manner.
8.2 COVR warrants that it has the necessary expertise to provide the Services, and it shall exercise such professional expertise and be liable to indemnify and reimburse Reseller for a breach of this warranty and for any loss, expenses and damages to Reseller resulting from the marketing, sale and/or use of COVR’s Products.
9. Intellectual and property rights and infringement
9.1 Ownership and all intellectual property rights in the COVR Products and any result of any Additional Services performed hereunder, including but not limited to patents, design rights, copyrights, trademarks, trade-secrets and proprietary know-how, shall be owned by and vested in COVR, or its licensor, and nothing in this Agreement shall be interpreted as a transfer of such rights from COVR to Reseller or to the Customer.
9.2 COVR undertakes to defend the Reseller where claims are made or actions are brought against the Reseller for infringement of any third party’s intellectual property rights as a consequence of the use of the COVR Products or result of any Additional Services in the Territory, provided that such use has been in accordance with COVR’s instructions, this Agreement and the TOU, and to indemnify the Reseller from any cost or damages which the Reseller may be obligated to pay in accordance with a judgment, arbitral award or settlement. COVR’s undertaking shall only apply provided that COVR, without undue delay, is notified by the Reseller in writing of the claim or action, and that COVR is given the sole right to control the defence against such action and decide on any agreement or settlement.
9.3 COVR’s obligation to indemnify as set out herein only applies provided that Reseller i) has used the COVR Products and any result of any Additional Services only in accordance with COVR’s instructions in the Agreement and the TOU, ii) that the alleged infringement has not been caused by the use of the COVR Products or any result of any Additional Services in combination with any other service or software where the infringement would have been avoided but for such combination and iii) that the infringement has not been caused by the Reseller’s own information.
9.4 Any Third-Party Products which form part of the COVR Products are subject to the third party’s terms and conditions regarding infringement.
9.5 The provisions of this clause 9 shall constitute COVR’s sole and exclusive responsibility and Reseller’s sole remedy in relation to infringements of third party intellectual property rights.
9.6 Where the Reseller or the Customer has been provided access to the COVR Products, the Reseller acknowledges and agrees that all rights, including copyright and other intellectual property rights, in and to the COVR Products shall remain with COVR and that any software, development or derivative work of the COVR Products created by COVR through use of the COVR SDK shall be the property of COVR.
9.7 The Reseller shall, at its own expense, ensure that COVR is granted a right to use any trademarks of the Reseller and Customer as well as any systems or programs reasonably required for COVR to be able perform any of the agreed upon Additional Services. COVR shall only use such trademarks in accordance with the reasonable brand guidelines of the Reseller or the Customer.
10. Limitation of liability
10.1 Unless expressly provided herein, COVR shall only be liable for direct losses and the total aggregate liability of COVR shall be limited to an amount corresponding to twenty-five (25) per cent of the total compensation paid by the Reseller during the twelve (12) months immediately preceding the incident causing the loss.
10.2 COVR shall not be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third-party or any indirect or consequential damages.
10.3 The above limitations shall not apply in the event of any loss which is caused by COVR’s gross negligence, intentional breach or breach of the confidentiality undertaking set out in the Agreement.
10.4 COVR assumes no responsibility, and shall not be liable, for any defects or delays in the Services or Additional Services, including any failure to meet any agreed service level, where such is the result of any act or omission of the Reseller, the Customer or any third party on the Reseller or Customer’s side, including but not limited to subcontractors engaged by Customer or Customer’s users and Customer’s failure to, in a timely manner install the latest Updates and Upgrades. Defects and delays caused by the Customer, the Reseller or any third party on the Customer’s or the Reseller’s side, or a force majeure event, shall entitle COVR to a reasonable extension of time and to compensation for any costs accrued by COVR due to such delay or defect.
11.1 Each Party undertakes not to disclose to any third party without the consent of the other Party any information received from the other Party, including its business, which can reasonably be deemed to be of a confidential nature, including trade secrets and information which is covered by any statutory duty of secrecy. Information stated by one of the Parties to be confidential shall always be deemed to constitute confidential information.
11.2 The Parties’ confidentiality obligations under this clause 11 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate (i) is already known when received, (ii) is or has become public knowledge other than through breach of this Agreement, (iii) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure, or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law, or by rules of a recognized stock-exchange.
11.3 Each Party agrees to impose on its employees and consultants, in an appropriate manner, the above obligations of confidentiality in this clause 11. The Parties shall ensure that any subcontractors engaged, together with any of their employees involved in the assignment, sign a confidentiality undertaking containing equivalent provisions to the benefit of the other Party.
11.4 The Parties’ obligations under this clause 11 shall be valid during the term of this Agreement and continue for a period of three (3) years after expiration or termination of the Agreement, regardless of the reason therefor.
12.1 COVR may appoint an independent auditor to, upon written notice from COVR, during the Reseller’s normal working hours conduct audits to determine and verify that the Reseller is in compliance with the terms and conditions of the Agreement.
12.2 The Reseller shall cooperate with COVR and shall promptly grant the independent auditor appointed by COVR access to the Reseller’s premises. The audit shall be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose and not unnecessarily disrupt the Reseller’s operations. The Reseller shall promptly remedy any breaches of the Agreement, including but not limited to underpayment of any fees payable under the Agreement revealed during the audit. If the audit reveals an underpayment of fees in excess of five (5) per cent of the fees due for the relevant period, the Reseller shall also be liable for COVR’s costs for the audit.
13. Reseller’s audit rights
13.1 Reseller may, no more than once per calendar year, appoint an independent third party auditor to, upon at least fourteen (14) day’s prior written notice from the Reseller, during COVR’s normal working hours conduct an audit to validate the accuracy of the payments under the Agreement.
13.2 COVR shall cooperate with Reseller and shall grant the independent third-party auditor appointed by Reseller necessary access to COVR’s records relating to the Users and transactions (login/authorisation) in connection with the Customers. The audit shall be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose and may not unnecessarily disrupt COVR’s operations.
13.3 Any independent third party auditor appointed by the Reseller shall not be a competitor to COVR and, before having access to any information or premises of COVR, must have executed an appropriate confidentiality undertaking on terms equivalent to those set out in Section 11.
13.4 The costs of any audit performed under this Section 13 shall be borne by the Reseller, unless the audit reveals that there has been an overpayment of the fees by the Reseller under this Agreement in a manner that is more than insignificant, in which case the cost shall be borne equally by the Parties.
14. Term and Termination
14.1 The Agreement shall enter into force on the Effective Date and shall remain in force for the period set out in the main agreement document, unless terminated earlier in accordance herewith.
14.2 Either Party may terminate the Agreement and any SoW, or parts thereof with immediate effect in case
- the other Party has committed a material breach of the Agreement or the relevant SoW, and, where the breach is capable of being remedied, has not rectified the same within thirty (30) days after receipt of a written notice thereof;
- the other Party is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arise which would entitle the court or a creditor to make a winding-up order, or if it otherwise is likely that the other Party is insolvent.
14.3 In the event of termination in accordance with clause 14.2, the terminating Party is entitled to damages and other remedies available under law.
15.1.1 Any notice or communication given by either Party to the other, under or in connection with the Agreement, shall be in writing and shall be either:
- sent by courier or registered to either its registered office or its principal place of business; or.
- sent by email to the e-mail addresses set out in the main agreement document.
15.1.2 Any notice or communication shall be deemed to have been received if:
- sent by courier or registered mail, at the time recorded by the delivery service.
- sent by email, at 9:00 am on the following business day after transmission provided that the sender has not received a notification on the failure to deliver the email.
15.2 Force majeure
15.2.1 If and to the extent that a Party’s performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects and/or delays in delivery of his sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party shall be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.
15.2.2 Should an event of Force Majeure continue for more than three (3) months, each Party shall have the right to terminate the Agreement or part thereof.
15.3.1 The Reseller may only assign the rights or obligations under the Agreement to a third-party with the prior written consent of COVR.
15.3.2 COVR may engage sub-contractors to execute the Services, the COVR Support Services and any Additional Services.
15.4 Entire Agreement and amendments
The Agreement shall supersede any prior agreements, arrangements and understandings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof. Covr may amend the Agreement from time to time and shall notify the Reseller of any amendments in thirty (30) days advance in writing. If the amendment has a material adverse impact on the Reseller, the Reseller shall be entitled to terminate the Agreement by written notice. The termination takes effect at the same time as the amendment would have entered into force but does not entitle the Reseller to repayment of any fees. Except changes made unilaterally by COVR, no addition to or modification of any provision of the Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorised representative of each of the Parties.
15.5 Survival of provisions
Any provision in the Agreement that to its nature is intended to survive the termination of the Agreement will survive its termination and remain in force without limitation in time.
16. Governing Law and Disputes
16.1 The Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
16.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the” SCC Institute”). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.
16.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
16.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar, or by the rules of a recognized stock-exchange.