Redamp.io

This Distribution Agreement (the "Agreement") governs the distribution relationship between the Company and its Partners and is made available online.

This Agreement is not executed by signature. By entering into the Partner Agreement and continuing to act as a distributor of the Software, the Partner expressly agrees to be bound by this Agreement, as updated from time to time.

References in this Agreement to the "Parties" shall mean the Company and any Partner bound hereto via acceptance of the Partner Agreement.

1. Definitions

Unless otherwise defined in this Agreement, capitalized terms shall have the meanings given to them in the Company’s:

Terms of Service ("ToS"),
Privacy Policy ("Privacy Policy"),
Partner Agreement, and
License Agreement,

each may be amended from time to time and incorporated herein by reference.

Additional definitions:

"Customer" means an end user that lawfully enters into the ToS with the Company for use of the Software.
"Customer Data" means any data submitted to the Software by or on behalf of a Customer, as defined in the ToS and Privacy Policy.
"Distribution Territory" means [territory].
"Effective Date" means the date of last signature of this Agreement.
"Software" means the Company’s proprietary SaaS solution marketed under the Redamp brand.

2. Appointment and Scope

2.1 Appointment

The Company appoints the Partner, and the Partner accepts the appointment, as a non-exclusive distributor of the Software within the Distribution Territory, subject to the terms of this Agreement.

2.2 No Agency

Nothing in this Agreement shall be construed as creating any agency, partnership, or joint venture. The Partner acts solely as an independent contractor.

2.3 Reservation of Rights

The Company reserves all rights not expressly granted to the Partner under this Agreement.

3. License and Marketing Rights

3.1 License to Distribute

Subject to compliance with this Agreement and the License Agreement, the Company grants the Partner a limited, revocable, non-transferable right to market and distribute access to the Software to Customers.

3.2 Marketing Materials

The Partner may use the Company’s trademarks and marketing materials solely for promoting the Software, in accordance with the Company’s branding guidelines.

4. Custom Onboarding and Authorization

4.1 Customer Registration

The Partner may onboard Customers by facilitating account creation within the Software. Each Customer must independently accept the ToS to obtain lawful access to the Software.

4.2 Authorization to Access Customer Data

Partner access to Customer Data is conditional upon explicit Customer authorization and is not automatic.

4.3 Initial Consent Declaration by Partner

During Customer onboarding, the Partner shall indicate within the Software whether it has obtained the Customer’s valid consent or other lawful authorization to access or manage Customer Data.

4.4 Customer Control

Customers may view and modify Partner authorization settings within the Software at any time.

4.5 No Authorization – No Access

If Customer authorization is not granted or is revoked, the Partner shall have no access to Customer Data via the Software.

4.6 Partner Responsibility

The Partner is solely responsible for ensuring that any Customer consent or authorization declared is valid, informed, and obtained prior to onboarding.

4.7 Partner Responsibility

The Company shall be entitled, at its sole discretion, to suspend, restrict, or terminate access of a Customer and/or the Partner to the Software, in whole or in part, with immediate effect, where the Company reasonably believes that:

a) applicable laws or regulations may be violated,
b) the security or integrity of the Software or Platform may be compromised, or
c) applicable sanctions, export control, or AML regulations may be breached.

Any such measure shall be preventive in nature and shall not give rise to any liability, compensation, or refund obligation of the Company towards the Partner or the Customer.

5. Data Protection and Privacy

5.1 Role of the Parties

The Company acts as data controller or processor as defined in the Privacy Policy. The Partner acts as an independent data controller with respect to any Customer Data it processes outside the Software.

5.2 Compliance Obligations

The Partner shall comply with all applicable data protection laws, including GDPR, and with the Privacy Policy.

5.3 No Unauthorized Processing

The Partner shall not access, process, or attempt to access Customer Data without proper authorization.

5.4 Training and Templates

The Company may provide optional compliance training and template contractual clauses to assist the Partner in obtaining Customer permissions. Such materials do not transfer responsibility or liability to the Company.

6. Commercial Terms

6.1 Fees and Revenue Share

Commercial terms, including pricing, discounts, and revenue sharing, shall be governed by the Partner Agreement or a separate written addendum.

6.2 Taxes

Each Party shall bear its own taxes arising from this Agreement unless otherwise agreed.

7. Intellectual Property

7.1 Ownership

All intellectual property rights in the Software remain the exclusive property of the Company.

7.2 Restrictions

The Partner shall not copy, modify, reverse engineer, or create derivative works of the Software.

8. Confidentiality

Each Party shall protect the other Party’s Confidential Information in accordance with the confidentiality provisions of the ToS and Partner Agreement.

9. Warranties and Disclaimers

9.1 Authority

Each Party represents that it has authority to enter into this Agreement.

9.2 Disclaimer

Except as expressly stated, the Software is provided “as is” as further described in the ToS.

10. Indemnification

The Partner shall indemnify and hold harmless the Company against any claims arising from:

Partner’s breach of this Agreement,
failure to obtain valid Customer consent,
unlawful processing of Customer Data.

11. Limitation of Liability

Limitation of liability shall be governed by the ToS and License Agreement and incorporated herein by reference.

12. Term and Termination

12.1 Term

This Agreement becomes effective upon the Partner’s acceptance of the Partner Agreement and remains in effect for as long as the Partner Agreement is in force.

12.2 Termination

This Agreement shall automatically terminate upon termination or expiration of the Partner Agreement.

12.3 Effect of Termination

Upon termination, all rights granted under this Agreement cease immediately.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Czech Republic.

The courts of the Czech Republic shall have exclusive jurisdiction.

14. Miscellaneous

14.1 Entire Agreement

This Agreement, together with the ToS, Privacy Policy, Partner Agreement, and License Agreement, constitutes the entire agreement between the Parties regarding distribution.

14.2 Order of Precedence

In the event of any conflict or inconsistency between the contractual documents, the following order of precedence shall apply:

(i) Partner Agreement,
(ii) Distribution Agreement (if applicable),
(iii) License Agreement,
(iv) Terms of Service,
(v) Support Terms, and
(vi) Privacy Policy.

14.3 Amendments

This Agreement may be amended by the Company in accordance with the amendment mechanisms set forth in the Partner Agreement.

Online updates to referenced legal documents published by the Company shall not require a separate written amendment or signature.

15. Acceptance and Availability

This Agreement is published online and incorporated by reference into the Partner Agreement. No physical or electronic signature of this Agreement is required.

By entering into and remaining bound by the Partner Agreement, the Partner confirms that it has reviewed, understood, and agrees to comply with this Agreement, as may be amended from time to time.