RESELLER AGREEMENT TALARIAN PRODUCTS

This Reseller Agreement (this “Agreement”) is a legal agreement between Talarian S.à.r.l., having an office and place of business at 30, boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Luxembourg (herein “Talarian”), and the person or entity, explicitly approved by Talarian to act as reseller of Talarian Products (as defined below) and agreeing to the terms herein (“Reseller”). By executing one or more order forms issued by Talarian which reference this Agreement or by purchasing a Talarian Product online, Reseller agrees that it has read, understands, and agrees to be bound by all of the terms and conditions contained herein, to the exclusion of all other terms. Reseller and Talarian may be referred to individually as a “Party” and collectively as the “Parties”.

Reseller must have been explicitly approved by Talarian to act as reseller of Talarian Products for this Agreement to be valid and effective.

1. Definitions. In addition to other terms defined elsewhere, when used in this Agreement:

   1.1. “Agreement” means this Agreement, including all exhibits hereto.

   1.2. “Confidential Information” means information disclosed by (or on behalf of) one Party to the other Party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.

   1.3. “Customer” means any end user customer that purchases the Talarian Products from Reseller for its own internal use (but not for distribution).

   1.4. “Customer Agreement” means a written agreement, an online services agreement, or a purchase order, as applicable, between Reseller and Customer pursuant to which Reseller sells the Talarian Products to a Customer.

   1.5. “Documentation” means all materials in written, computer readable or other form containing information about Talarian Products or that Talarian may deliver to Reseller during the Term for use in the marketing and distribution of Talarian Products.

   1.6. “Effective Date” means the date Reseller enters into the Agreement by (i) executing one or more order forms issued by Talarian and which reference this Agreement ot (ii) purchasing a Talarian Product online.

   1.7. “Talarian Products” means the following products developed by Talarian: “Awesome Table”, “Yet Another Mail Merge” (“YAMM”), “Form Publisher” and “GPT for Work”.

   1.8. “Term” has the meaning set forth in Section 13.1.

2. Appointment, Products, Sales and Pricing.

   2.1. Subject to the terms of this Agreement, Talarian appoints Reseller as its non-exclusive authorized reseller of licenses to use the Talarian Products, and Reseller accepts such appointment, during the Term.

   2.2. Reseller shall purchase the Talarian Products from Talarian at list price unless the Parties agree on a different purchase price (the “Purchase Price”).

   2.3. Reseller is free and solely responsible to determine in its sole discretion the price at which the Talarian Products shall be sold to Customers.

   2.4. Reseller shall use commercially reasonable efforts to assist Talarian in the marketing of the Talarian Products. Subject to Reseller’s compliance with the terms of this Agreement, Talarian hereby grants to Reseller a non-exclusive, non-transferable license to use Talarian’s trademarks, service marks, trade names and logos (collectively, the “Talarian Marks”) during the Term and subject to the terms of this Agreement solely for the purposes of Reseller’s performance of its marketing obligations under this Agreement. Reseller agrees not to challenge or assist others to challenge the validity of the Talarian Marks or registrations thereof during the Term of this Agreement or thereafter. All goodwill arising out of the use of the Talarian Marks will incur solely to the benefit of Talarian.

   2.5. Reseller shall enter into a Customer Agreement with each Customer and provide delivery of the Talarian Products to such Customer. Reseller shall perform its obligations in accordance with the Customer Agreements and adequately serve each Customer during the term of the applicable Customer Agreement. Reseller shall be responsible for procuring, at Reseller’s sole expense, all services and/or systems needed to perform these services at its own cost. Reseller shall invoice the Customers and collect their payments.

   2.6 Reseller shall ensure that all Customers agree to and abide by and comply with the Terms of Services, available online at:

   • For Awesome Table: https://awesome-table.com/terms-of-service
   • For YAMM: https://yamm.com/terms-of-service/
   • For Form Publisher: https://form-publisher.com/terms-of-service/
   • For GPT for Work: https://gptforwork.com/terms-of-service

   (the “Terms of Services”).

   2.7. Unless otherwise agreed by the Parties, on the fifth (5th) of each month, Reseller shall provide Talarian information related to the Customer Agreements entered into or extended during the previous month that is necessary for Talarian to provide the Talarian Products to Customer, as listed in Appendix 1.

   2.8. Unless otherwise agreed by the Parties, Talarian shall issue an invoice to Reseller (i) as provided in the applicable order form or (ii) at the online purchasing date of Talarian Products. It is Reseller’s responsibility to ensure that Talarian has accurate, complete and up-to-date billing and payment information with respect to Reseller.

   2.9. Reseller shall pay all invoices (i) thirty (30) days after the date of Talarian’s offline invoice or (ii) immediately when purchasing Talarian Products online.

   2.10. Reseller acknowledges and agrees that Talarian may discontinue offering the Talarian Products to Reseller upon expiration of the Term, provided that each Customer shall be entitled to use the Talarian Products in the ordinary course until the conclusion of the then-current term of the applicable Customer Agreement.

   2.11. Reseller acknowledges and agrees that Talarian may discontinue or suspend access to the Service to any Customer for failure by Reseller to pay applicable fees at any time.

3. Customers.

   3.1. Reseller shall market and sell the Talarian Products only to Customers purchasing the Talarian Products for their own internal use and not for further distribution.

   3.2. Reseller shall not knowingly solicit, accept or maintain any Customer that engages in illegal or deceptive trade practices. If Talarian becomes aware of Reseller soliciting, accepting or maintaining any Customer that engages in illegal or deceptive trade practices, Talarian may terminate such Customer’s access to and use of the Talarian Products. Reseller shall ensure that such right of termination is included in each Customer Agreement.

4. Free license, marketing and restrictions.

   4.1. Reseller shall use commercially reasonable efforts to market, promote and maximize sales of Talarian Products. The Reseller shall handle all sourcing, sales, onboarding, and servicing for Customers. Reseller shall provide for adequate personnel to carry out activities under this Agreement. Performance of the activities set forth in this Section 4.1 shall be of professional quality and performed with reasonable skill and care consistent with generally-accepted industry standards.

   4.2. Talarian may, at its discretion, provide Reseller with online Documentation, which may be adapted by Reseller at its own cost (including, but not limited to translation thereof); provided that Talarian shall approve such adaptations in writing prior to use. Reseller shall not use any other sales and promotional materials regarding the Talarian Products without Talarian’s prior written approval.

5. Training.

   Talarian may provide reasonable sales and technical training to Reseller. In such case, Reseller shall ensure that its sales and support personnel regularly attend each training offered by Talarian. In addition, Reseller shall ensure that its sales and support personnel are generally well-trained and competent in the use of Talarian Products, including, but not limited to the advantages and benefits of the Talarian Products over competing solutions.

6. Customer Support.

   6.1. Upon request, Talarian shall provide Reseller with a contact email address for technical support.

   6.2. Reseller shall use commercially reasonable efforts to resolve technical support issues regarding Talarian Products on its own, without escalation to Talarian. If Reseller, despite such efforts, is unable to resolve a technical support issue regarding any of the Talarian Products on its own, then Reseller may escalate the issue to Talarian. Talarian shall use commercially reasonable efforts to resolve the technical support issues.

   6.3. Notwithstanding the foregoing, nothing shall preclude Talarian or its designees, at their own costs and expenses, from contacting Customers directly to provide support, including, but not limited to discussing any problems or issues experienced by the Customers, addressing or diagnosing any Customer issues or concerns, or otherwise providing support to Customers.

   6.4. Reseller shall notify Talarian promptly if Reseller receives any written complaint, or other formal communication of concerns or issues, regarding Talarian Products and shall provide a copy or reasonable description of the complaint or communication to Talarian with such notice.

   6.5. If Reseller fails to perform adequately its support obligations under this Agreement or otherwise to its Customers, Talarian shall have the right to provide support directly to Customers at Talarian’s then-current fees.

7. Payments.

   7.1. Payment Terms.

   Except as otherwise set forth in this Agreement, amounts owed by Reseller to Talarian hereunder shall not be subject to credit, deduction or set-off, and Talarian shall not be required to reimburse to Reseller any amounts paid hereunder.

   Amounts owed by Reseller will be overdue if not paid by the due date of the invoice. Without limiting any other remedies, Talarian may charge interest at the rate of one and a half percent (1.5%) per month, or the maximum rate allowed under applicable law, from the due date until the date of actual payment, whether before or after judgment, on any amount that is overdue under this Agreement. Late interests are due and payable by Reseller as of right and without formalities.

   7.2. Taxes and Government Charges.

   Payments by or on account of any obligation of Reseller hereunder shall be made free and clear of and without deduction for any taxes, duties, deductions, charges or withholdings levied by any governmental authority (“Taxes”); provided, however, that if Reseller shall be required to deduct or withhold any Taxes from such payments, then the amount payable to Talarian shall be increased as necessary so that after making all required deductions or withholdings (including deductions applicable to additional amounts payable under this Section), Talarian will receive an amount equal to the amount it would have received had no such deductions been made.

   Reseller shall deliver to Talarian the original or a certified copy of any receipt issued by such governmental authority evidencing payment of any such Taxes. If Talarian is entitled to an exemption from or reduction of withholding tax under an applicable tax treaty with respect to payments under this Agreement, then Talarian, upon the written request of Reseller, shall deliver to Reseller such properly completed and executed documentation prescribed by applicable law or reasonably requested by Reseller as will permit such payments to be made without withholding or at a reduced rate.

   7.3. Other considerations

   Reseller's sole compensation hereunder shall be the payments it receives from Customers.

   Reseller shall carry the risk of any failure of its Customers to pay for Talarian Products or services. Failure to collect payment from any Customer shall not relieve Reseller of its obligations, including, but not limited to, its obligation to pay Talarian, pursuant to this Agreement.

8. Customer Information/End User Data.

   Reseller acknowledges it may receive information about Customer and Customer’s Users, including Customer’s content on Talarian Product (collectively, “Customer Data”). Reseller represents and warrants that its Customer Agreement makes clear to Customers how Reseller processes, uses, stores, and protects Customer Data that Reseller may receive either directly from Customers, through Talarian Product, or from Talarian at Customers’ direction. Unless otherwise expressly permitted under the Customer Agreement, Reseller shall: (a) only process Customer Data for the sole purpose of allowing Reseller to fulfill its obligations under this Agreement, (b) not transfer or disclose any Customer Data either in aggregated or individualized form, to any third party, (c) not sell, license, or purchase any Customer Data; (d) implement reasonable and appropriate technical and organizational security measures in accordance with the best industry practices to ensure the protection of Customer Data in its possession against loss, misuse and unauthorized access, disclosure, alteration, and/or destruction; and (e) ensure that all Customer Data Reseller receives is collected, processed, transmitted, maintained and used in accordance with: (i) this Agreement; (ii) the Customer Agreement; (iii) applicable notices to and consents from Customers and their Users; and (iv) all applicable laws.

9. Confidential Information.

   9.1. Confidentiality.

   Each Party will hold in trust and confidence and not directly or indirectly disclose or otherwise use Confidential Information of the other Party, except as permitted herein, without the prior written consent of the other Party. Each Party shall immediately give notice to the other Party of any unauthorized use or disclosure of Confidential Information. Each Party agrees to use reasonable efforts to assist the disclosing Party in remedying any unauthorized use or disclosure of Confidential Information.

   9.2. Exceptions.

   The provisions set forth in Section 9.1. shall not apply with respect to any information that a receiving Party can demonstrate by documentation: (i) was generally known to the public on the Effective Date; (ii) becomes generally public knowledge after the Effective Date through no action or inaction by the receiving Party; (iii) was disclosed to the receiving Party by a third party not in violation of the other Party’s proprietary rights; or (iv) that the disclosing Party has authorized for disclosure (only to the extent expressly authorized).
   The restrictions set forth in this Section shall not apply to any Confidential Information that the receiving Party is required to disclose under applicable laws or regulations or a court order or other governmental order, provided that the receiving Party (a) except where impracticable, provides the disclosing Party with reasonable advance notice of such disclosure requirement and affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for, such required disclosure and (b) discloses only that portion of the Confidential Information that the receiving Party is legally required to disclose.

10. Warranties and Disclaimer.

    10.1. Mutual.

    Each Party represents and warrants to the other that: (i) it has the right and power to enter into this Agreement and to fulfill its obligations hereunder and (ii) entering into, and performing its obligations under, this Agreement does not and shall not violate, and is not inconsistent with, any agreements between such Party and any third parties or any applicable laws or regulations.

    Each Party undertakes to comply with the requirements of any and all applicable federal, state, local, and other laws, regulations, rules and orders of any governmental body having jurisdiction over such Party or the activities of such Party contemplated by this Agreement.

    10.2. By Reseller.

    No representations or warranties shall be made by Reseller with respect to Talarian Products that have not been provided in writing by Talarian to Reseller. Reseller agrees that any and all other representations and warranties with respect to the Talarian Products, whether express, implied, statutory, or otherwise, shall be disclaimed on Talarian's behalf.

    10.3. Disclaimer of Warranties.

    EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THIS AGREEMENT, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING WITH RESPECT TO TALARIAN PRODUCTS, AND EACH PARTY HEREBY DISCLAIMS AND EXCLUDES ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TALARIAN DOES NOT REPRESENT OR WARRANT THAT THE TALARIAN PRODUCTS, THE WEB SITE OR INSTRUMENTALITIES USED TO PROVIDE THE TALARIAN PRODUCTS, WILL BE UNINTERRUPTED, ERROR FREE OR SECURE OR THAT DEFECTS THEREIN WILL BE CORRECTED.

11. Limitation of Liability

    Notwithstanding the foregoing, in no event will Talarian’s liability in connection with this Agreement exceed the sum of Reseller’s payments to Talarian during the twelve (12) calendar months immediately preceding the event giving rise to the first cause of action on which such liability is predicated. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, negligence, strict liability, misrepresentation and/or other torts. In no event shall Talarian be liable for any consequential, incidental, indirect, exemplary, special, punitive, or other loss or damage whatsoever (including but not limited to loss of data, loss of business profits, business interruption, computer failure, loss of business information), arising out of or caused by Reseller or its Customers’ use of or inability to use the Talarian Products.

12. Indemnification.

    12.1. Talarian Indemnity Obligations.

    Talarian shall, at its expense, defend Reseller from third party claims brought against Reseller, and shall pay or reimburse Reseller for all damages, costs and expenses payable by Reseller to such third party to the extent they are awarded in a final judgment or agreed to in a settlement, as a result of any third party claims against Reseller alleging that the Talarian Products infringe or misappropriate any of its U.S. patent issued prior to the Effective Date, copyright, or trade secret; provided that Reseller: (1) promptly notifies Talarian in writing of the claim; (2) grants Talarian sole control of the defense and settlement of the claim; and (3) provides Talarian, at Talarian’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

    12.2. Exclusions.

    Notwithstanding the terms of Section 12.1, above, Talarian will have no liability for any Claim to the extent such Claim results from: (a) modification of the Talarian Products, unless such modification is made by, for or on behalf of Talarian; (b) the combination, operation or use of the Talarian Products with any equipment, devices or software not supplied by Talarian to the extent such a Claim would have been avoided if the Talarian Products were not used in such combination; (c) failure of Reseller to use updated or modified Talarian Products provided by Talarian to avoid infringement, (d) failure by any Customer to properly use the Talarian Products or (e) any service interruption related to a shortage of Google Workspace or Microsoft 365 (collectively, “Excluded Claims”).

    12.3. Reseller Indemnity Obligations.

    Reseller shall indemnify, defend and hold harmless Talarian and its officers, directors, employees, agents, representatives, successors and permitted assigns from and against all claims, actions, costs, losses, damages and liabilities (including without limitation costs and expenses incidental thereto such as legal fees which may be incurred by Talarian), as a consequence of (a) Reseller’s breach of any of its covenants; (b) any representation or warranty made by Reseller to any third party including without limitation its Customers, (c) Reseller’s violation of any applicable federal, state or local law, regulation, rule or judicial or administrative order in its performance of its obligations hereunder; or (d) any and all Excluded Claims.

    12.4. Indemnification Procedures.

    If a claim by a third party is made against an indemnified Party and if the indemnified Party intends to seek indemnity with respect thereto under this Section 12, such indemnified Party shall promptly notify the indemnifying Party of such claim, provided, however, that the failure to give timely notice shall not affect the rights of the indemnified Party so long as such failure to give timely notice does not adversely affect the indemnifying Party’s ability to defend against such claim. The indemnifying Party shall have control of the defense of any such action, including any appeals and negotiations for settlement or compromise thereof and shall have full authority to enter into a binding settlement or compromise, provided, that the indemnifying Party shall not enter into any settlement or compromise which may adversely affect the indemnified Party without the indemnified Party’s consent, which consent shall not be unreasonably withheld or delayed. The indemnified Party may participate at its own cost and expense in the defense of the claim.

13. Term and Termination.

    13.1. Term.

    This Agreement shall commence upon the Effective Date and, unless terminated pursuant to the remaining provisions of this Section 13, continue in full force and effect for the duration (i) set forth in the applicable order form governed by the Agreement or (ii) of the subscription applicable to the Talarian Product(s) purchased online (the “Term”).. Notwithstanding anything to the contrary above, Talarian shall be able to terminate this agreement at any time and for any reasons with a (1) month prior written notice to Reseller.

    13.2. Termination for Cause.

    Each Party will have the right to terminate this Agreement if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

    For the purposes of this Section 13.2, the following non-exhaustive list shall constitute material breaches (if not cured within thirty (30) calendar days) of this Agreement:

        13.2.1 Breaches by the Reseller:

    • Failure to make any payment as set forth in Section 2.9 or to provide to Reseller the information set forth in Section 2.7;
    • Reseller’s failure to adequately serve a Customer (in order to establish such failure, any notification to Talarian by a Customer of Reseller’s failure to satisfy such Customer shall be sufficient);
    • The bankruptcy or insolvency of Reseller; or
    • A change in ownership or control of Reseller where the controlling party is a competitor of Talarian, or if Reseller becomes a competitor of Talarian.

        13.2.2. Breaches by Talarian:

    • Failure or inability to resolve technical support issues resulting in the Talarian Products and services being unusable or unfit for purpose.

    13.3. No Release.

    Termination of this Agreement for any reason shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law, equity or otherwise, as a result of a breach of this Agreement. All payments associated with the relevant order form (including in the event of multi-year purchase) or the relevant online purchasing shall remain or become due and payable after termination or expiration thereof and no refunds will be paid to Reseller.

    13.4. Customer Agreements; No Waiver.

    Upon the termination of this Agreement, Reseller shall no longer offer, market, or sell the Talarian Products. Talarian and Reseller shall remain obligated to perform their respective obligations hereunder with respect to Talarian Products for which Customer Agreements were entered into prior to the effective date of termination of this Agreement. The entry into or acceptance of any Customer Agreement for any Talarian Product after the termination of this Agreement shall not be construed as a renewal or extension of this Agreement nor as a waiver of termination or expiration of this Agreement.

    13.5. Survival.

    Any terms of this Agreement that by their nature extend beyond termination will survive termination of this Agreement for any reason.

    13.6. Return of Materials.

    Within thirty (30) days after the effective date of termination or expiration of this Agreement, each Party shall return or destroy, at the other Party's option, all eligible items bearing or containing Confidential Information of such other Party and provide written certification of such destruction, except to the extent a Party retains rights with respect thereto under this Agreement.

14. Compliance with Laws.

    Each Party shall comply with all applicable national, federal, state or local laws and regulations.

15. Miscellaneous Provisions.

    15.1. Intellectual Property Rights

    Talarian and its licensors retain all right, title and interest (including all intellectual property rights) in and to the Talarian Products, and any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Talarian or its licensors. No rights are granted to Reseller except as expressly set forth in the Agreement.

    Reseller may not, and will not permit, induce or encourage any third party (including, without limitation, any Customer) to: (i) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any components of the Talarian Products; (ii) copy, alter, modify, translate, adapt in any way, or prepare any derivative work based upon the Talarian Products; (iii) rent, lease, network, loan, pledge, encumber, sublicense, sell, distribute, disclose, assign or otherwise transfer rights in or to the Talarian Products or its functional equivalent; (iv) use the Talarian Products in commercial timesharing, rental or other sharing arrangements; (v) attempt to create a substitute or similar service through use of, or access to, the Talarian Products, including but not limited to attempt to create a workflow tool for document management; (vi) remove any proprietary notices from the Service or any related documentation or other materials furnished or made available hereunder; or (vi) process or store any content on or through the Talarian Products that is subject to the International Traffic in Arms Regulations maintained by the US Department of State.

    15.2. Independent Contractors

    The relationship of Talarian and Reseller established by this Agreement is that of independent contractors, and neither Party is an employee, agent, partner or joint venturer of the other. All financial obligations associated with Reseller's business are the sole responsibility of Reseller. All sales, service and other agreements between the Reseller and its Customers are Reseller's exclusive responsibility and will have no effect on Reseller's or Talarian's obligations under this Agreement. Neither Party shall hold itself out to be an agent or representative of the other. Reseller agrees not to assume or create any obligations on Talarian’s behalf, or make any representations or warranties about Talarian or the Talarian Products, other than those authorized by Talarian.

    15.3. Non-Compete

    Reseller agrees that during the term of the Agreement and for two (2) years following its termination it shall not: (1) solicit in any manner, directly or indirectly, the employment, retention, hiring, or contract engagement of any employee or contractor of Talarian or entice away any employee or contractor of Talarian; (2) (a) solicit customers for the purposes of establishing any business relationship to provide products or services similar to the products or services offered by Talarian, including but not limited to workflow tools for document management; (b) interfere with Talarian's contracts and relationship, or prospective contracts and relationship with respect to products or services similar to the products or services offered by Talarian, including but not limited to workflow tools for document management. For the purpose of this provision, the term contractor shall mean only contractors who are individuals or single proprietorships.

    15.4. Force Majeure.

    Except for payment obligations, in the event an act of the government, war conditions, terrorism, strikes, fire, flood, or other act of nature prevents either Party, or any act by or event involving any other technology service provider or partner that prevents Talarian, from performance in accordance with the provisions of this Agreement, such non-performance shall be excused and shall not be considered a breach of, or default under, this Agreement for so long as such conditions prevail. The Party invoking force majeure shall give prompt written notice thereof to the other Party and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. In the event of force majeure, no Party shall be liable under this Agreement or otherwise subject to the provisions of Section 12 of this Agreement.

    15.5. Governing Law and Jurisdiction.

    This Agreement shall be governed by and construed in accordance with the internal, substantive laws of Luxembourg, without regard to the conflict of laws principles thereof. The federal and state courts of Luxembourg have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and, for these purposes, each Party irrevocably submits to the jurisdiction of such courts. Each Party irrevocably waives any objection which it might, at any time, have to such courts being nominated as the forum to hear and decide any proceeding and agrees not to claim that such courts are not a convenient or appropriate forum. Notwithstanding anything in this Agreement to the contrary, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction, without any requirement to post a bond or other surety, to protect any actual or threatened misappropriation or infringement of its intellectual property rights or those of its licensors, and each Party hereby submits to the jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds.

    15.6. Modification.

    Talarian reserves the right to update and change the Agreement upon notice from time to time. Reseller will be provided notice of any such modification by electronic mail or by the publishing of such on the Talarian website. You may terminate the Agreement if the Terms are modified in a manner that substantially affects your rights in connection with this Agreement, in such case Section 13.3 (No Release) above shall apply.

    15.7. Assignment.

    Reseller may not assign or transfer this Agreement, whether in whole or part, or any of its rights, duties or obligations arising under this Agreement without the prior written consent of Talarian. Any attempted assignment without such written consent will be null and void. Notwithstanding this provision, this Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. Talarian may freely assign its rights and/or obligations under this Agreement.

    15.8. Severability.

    If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original economic intent of the parties and all other provisions hereof shall remain in full force and effect.

    15.9. No Waivers.

    Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

    15.10. Notices.

    Any notice or other communication required by this Agreement shall be made in writing and sent by (i) prepaid, registered letter, return receipt requested, (ii) electronic mail or facsimile (with confirmation of successful transmission and a duplicate notice sent promptly by one of the other methods in the paragraph), or (iii) reputable courier; and shall be deemed to have been served on the date received by the addressee at the following address or such other address as either Party may specify in writing:

    If to: Reseller To the address and/or email address(es) indicated in the relevant order form, or communicated to Talarian when purchasing the Talarian Products online, as applicable. If to: Talarian, S.à.r.l. 30, boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg Attn.: Legal Department Email: legal@talarian.io
    

    15.11. Entire Agreement

    This Agreement, along with the Appendices attached hereto and any relevant order form or online purchase, represent the complete and exclusive statement of the terms of the agreement between the Parties regarding the subject matter hereof and supersede any and all other prior or contemporaneous agreements, representations, discussions or understandings, whether written or oral, between them relating to the subject matter hereof.

Appendix 1 - Customer Agreement information

For the Month of [__________]

• Name and address (including country) of the Customer
• Domain name
• Number of users/licences
• Types of licences
• Amount invoiced to the relevant Customer
• Purchase Price applicable to the relevant Customer
• Copies of the Customer Agreements entered into during the previous month
• Start and end date of the relevant Customer Agreement
• Extension of past Customer Agreements
• Amount due to Talarian
• Special conditions, if any, negotiated and agreed by Reseller