Platform9 Channel Partner Terms and Conditions
Discount Reseller Agreement
1. INTRODUCTION. The Parties wish to enter into an agreement to enable Reseller to market, solicit, and sell the PF9 Solutions pursuant to the terms of this Agreement.
2. Definitions
2.1. “End-User” – a natural person, corporation, partnership, firm, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity that has purchased the PF9 Solutions for their internal use and not for purposes of further resale, distribution, or the direct benefit of a third party in whole or in part.
2.2. “PF9 Solutions” – products and services provided by Platform9, including software as a service (“SaaS”), which may consist of activities including system administration, system management and system monitoring that Platform9 performs using software installed on Platform9 or End-User systems along with any optional add-on services.
2.3. “Platform9 Subscription Agreement” – Platform9’s written agreement that an End-User is required to accept prior to use of the PF9 Solutions. The Platform9 Subscription Agreement is a standard template that Platform9 provides on its website and may amend from time to time in its sole discretion.
2.4. “Price Schedule” – refers to Platform9’s standard list prices for the PF9 Solutions, and any applicable discounts thereto available to Reseller attached as Exhibit A to this Agreement and whose terms are incorporated by reference.
3. Appointment of Reseller.
3.1. Limited Right to Resell. Subject to the terms and conditions of this Agreement, Platform9 hereby grants to Reseller a limited, revocable, nonexclusive, nontransferable (except as permitted in Section 13.3) right to resell the PF9 Solutions specified in the Reseller Order to the End-User specified in such form, solely for use by such End-User in accordance with the Platform9 Subscription Agreement. The right to resell is limited to only the term of this Agreement and may be terminated by Platform9 at any time. Reseller shall have the right to demonstrate the PF9 Solutions to potential customers to promote the PF9 Solutions to enable it to resell the PF9 Solutions. Only the End-User may use the PF9 Solutions. Reseller is not permitted to use any PF9 Solutions resold under this Reseller Agreement for Reseller’s own benefit
3.2. No Exclusivity. Nothing in this Agreement limits Platform9’s right to appoint other Resellers, sales representatives, or retailers. Furthermore, Platform9 may directly or indirectly license, distribute and provide PF9 Solutions. Furthermore, Reseller agrees that Platform9 may sell the PF9 Solutions for their list price directly to any potential or actual End-User, who Reseller has previously engaged or attempted to sell the PF9 Solutions without any liability being owed to Reseller.
3.3. Restrictions on Authority. Reseller is only authorized to promote and resell the PF9 Solutions. Reseller is not conferred any other rights and agrees not to provide its own support services for the PF9 Solutions. Furthermore, Reseller agrees not to: (i) install, implement, or service the PF9 Solutions; (ii) modify, port, translate, localize, or create derivative works based on the PF9 Solutions; (iii) reverse engineer, disassemble, decompile or in any other manner decode or discover Platform9’s trade secrets in the PF9 Solutions; or (iv) grant any lien or security interest on or otherwise encumber the PF9 Solutions. Reseller shall have no right to: (1) enter into any obligations on behalf of Platform9, or (2) make any representations or warranties with respect to the PF9 Solutions.
3.4. End-User Terms. Any and all use of the PF9 Solutions by End-User(s) are subject to the Platform9 Subscription Agreement, and Reseller may not impose any other terms pertaining to End-User(s) use of the PF9 Solutions. Reseller is responsible for ensuring that each End-User enters into the Platform9 Subscription Agreement (which includes all limitations on authorized users and other quantity restrictions applicable to the End-User’s order) in a manner that is legally binding upon the End-User. Reseller shall be required to: (a) notify each End-User that the PF9 Solutions are subject to the Platform9 Subscription Agreement and that by placing an order with Reseller the End-User agrees to the Platform9 Subscription Agreement, (b) include either a copy of or link to the Platform9 Subscription Agreement in each quotation and order form Reseller issues to the End-User, and (c) obtain from each End-User written confirmation of acceptance of the Platform9 Subscription Agreement prior to the earlier to occur of acceptance of the order by Reseller or delivery of the PF9 Solutions. Reseller must provide evidence of such acceptance by the End-User to Platform9 upon request. Reseller shall not and will have no right to negotiate, propose changes to, or modify, the terms and conditions of the Platform9 Subscription Agreement. In the event a prospective End-User requests changes to the Platform9 Subscription Agreement, Reseller will inform Platform9 of such request.
3.5. Platform9 Marks. Subject to the terms and conditions of this Agreement, Platform9 hereby grants to Reseller a nonexclusive, nontransferable, and revocable license during the term of this Agreement to use and display any trademarks, trade names, and services marks owned by Platform9 (whether registered with the USPTO or owned by common law) (the “Marks” or each a “Mark”) in connection with Reseller’s promotion, marketing, and reselling of the PF9 Solutions. Each use or display of a Mark is subject to Platform9’s prior written consent. Notwithstanding anything herein to the contrary, this Agreement shall not effect a transfer of ownership of Platform9’s Marks, and any goodwill arising from the use thereof shall inure to the benefit of Platform9.
3.6. Ownership. Reseller agrees that except for the specific right to resell as set forth in Section 3.1 this Agreement, Platform9 shall retain all right, title, and interest in and to the original and any copies of the PF9 Solutions and all patent, copyright, trade secret, trademark, and other intellectual property rights pertaining thereto. Reseller hereby assigns to Platform9 any intellectual property rights Reseller may acquire in the PF9 Solutions and agrees to execute specific assignments and take any action requested by Platform9 necessary to enable Platform9 to secure and perfect Platform9’s rights in the PF9 Solutions.
3.7. Feedback. Reseller agrees that any feedback, comments, suggestions, ideas, or other information it provides to Platform9 about the PF9 Solutions or the Reseller program, (“Feedback“) may be used by Platform9 for any purpose, without any compensation to Reseller or any restriction or obligation on account of intellectual property rights or otherwise.
4. Reseller Obligations.
4.1. Promotion and Marketing. Reseller agrees to use its best efforts to promote, market, and resell the PF9 Solutions, which shall include: (1) not representing itself as an agent/employee of Platform9; (2) not removing, obscuring, or altering Platform9’s copyright notices or its Marks or trade name as they appear on the PF9 Solutions; (3) conducting itself in a professional and diligent manner representing the PF9 Solutions; (4) not making any representations regarding Platform9, on Platform9’s behalf, or about any PF9 Solutions, other than as set forth in the applicable product specifications or other materials published by Platform9; (5) using only materials relating to the PF9 Solutions that have been approved in writing by Platform9 for use as promotional and marketing materials; (6) not engaging in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Platform9 or its products; (7) directing End-User(s) to Platform9 for support services; (8) meeting standards set by Platform9 for promoting, displaying, demonstrating, and explaining to potential customers the PF9 Solutions.
4.2. Additional Obligations. During the term of this Agreement, Reseller agrees to: (1) use best industry practices in performing its obligations under this Agreement; (2) comply with all applicable international, governmental, federal, national, regional, state, and local laws and regulations (including, without limitation, all export/import laws and the U.S. FCPA); (3) not engage in, or acquiesce, any extortion, kickbacks, or other unlawful or improper means of obtaining business or obtaining an improper advantage for the sale or promotion of PF9 Solutions; (4) promptly inform Platform9 of any claim, action, or proceeding, whether threatened or pending, that comes to Reseller’s attention and involves Platform9 or the PF9 Solutions; (5) immediately notify Platform9 of any known or suspected breach of the Platform9 Subscription Agreement or other unauthorized use of the PF9 Solutions and to assist Platform9 in the enforcement of the terms of the Platform9 Subscription Agreement; and (6) promptly inform Platform9 of any material change in the management or control of Reseller.
5. Payment.
5.1. Reseller Fees. Reseller shall pay Platform9 the fees for PF9 Solutions the rate shown in the Price Schedule attached hereto as Exhibit A factoring in any applicable discounts contained in the Exhibit (“Reseller Fees”). The Reseller Fees shall be due within thirty (30) days after Reseller has submitted the Reseller Order. If payment is not received within said 30-day period, Company will be assessed a late charge equal to lesser of 1.5% of the unpaid amount per month or the maximum interest allowed to be charged by law. All payments are non-refundable, non-cancelable, and shall be due from the Reseller directly and not from any End-User. Reseller shall pay the Reseller Fees to Platform9 regardless of whether Reseller has received payment from the End-User(s) for the applicable PF9 Solutions. Platform9 reserves the right to make changes to the Price Schedule and any applicable discounts at any time and shall provide Reseller an updated Price Schedule when such rates change.
5.2. End User Pricing. While Platform9 recommends Reseller not sell any PF9 Solutions for more than is associated list price, Reseller will independently set its own pricing to each End-User. The difference between the fees Reseller charges End-Users for subscriptions to the PF9 Solutions and the Reseller Fees Reseller pays to Platform9 for such PF9 Solutions is Reseller’s sole compensation under this Agreement. Reseller shall bear all risk of non-payment by End-User. Reseller may not terminate any Reseller Order or receive any refunds due to non-payment by an End-User. If Platform9 provides any refund to an End-User under the standard Platform9 Subscription Agreement, then Platform9, at its option, will refund the applicable amounts either directly to the End-User or to Reseller for distribution to the End-User. Reseller agrees to cooperate with Platform9 in connection with any such refund.
5.3. Expenses. Reseller shall pay all of its expenses and costs (including, without limitation, all travel, lodging, and entertainment expenses) incurred in connection with its performance hereunder. Platform9 shall not reimburse Reseller for any expenses.
5.4. Taxes. The Reseller Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Reseller is responsible for paying all Taxes associated with its purchases hereunder. If Platform9 has the legal obligation to pay or collect Taxes for which Reseller is responsible under this Section 5.4, Platform9 will invoice Reseller and Reseller will pay that amount unless Reseller provides Platform9 with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Platform9 is solely responsible for taxes assessable against Platform9 based on Platform9’s income, property and employees
6. REPORTING, RECORDS, AND REVIEWS
6.1. Books and Records. Each party will use reasonable efforts to maintain complete and accurate books and records related to its activities under this Agreement.
6.2. Audit. Throughout the term of this Agreement, and for one (1) year following its expiration or termination, Platform9 shall: (a) on five (5) days’ prior written notice, have full access to inspect and review the books and records of Reseller related to its performance under this Agreement, and (b) have the right to make copies of these books and records.
7. TERM and Termination.
7.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for one (1) year unless earlier terminated in accordance with Section 7.2. At the end of each one-year term, this Agreement shall automatically renew and continue in full force and effect for an additional one-year period, unless (1) earlier terminated in accordance with Section 7.2, or (2) either party gives written notice to the other party, at least thirty (30) days before the expiration of the term, of its intention not to renew.
7.2. Termination. This Agreement may be terminated as follows
7.2.1. Immediately upon written notice of a party;
7.2.2. Immediately upon written notice by either Party if the other Party is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within ninety (90) calendar days, or makes an assignment for the benefit of creditors; or
7.2.3. By either Party on written notice if the other Party commits a material breach of this Agreement that is not cured within thirty (30) days following written notice of that breach from the non-breaching Party; provided that Platform9 may terminate this Agreement immediately by providing written notice (without a cure period) if Reseller breaches or threatens to breach Sections 3, 4, 5, 8 or 12, or any of Reseller’s obligations under this Agreement.
7.3. Consequences of Expiration or Termination. Any expiration or termination of this Agreement shall be without prejudice to the survival of any rights or liabilities accrued on or before the date of expiration or termination. Reseller expressly agrees that Platform9 will have no obligation or liability to Reseller resulting from termination or expiration of this Agreement in accordance with its terms. In the event of any expiration or termination of this Agreement:
7.3.1. Within thirty (30) days of such expiration or termination, each Party shall: (a) return to the other Party or destroy all of the other Party’s Confidential Information and (b) certify to the other Party in writing that such return or destruction has been completed.
7.3.2. The right to resell granted by Platform9 to Reseller under Section 3.1 this Agreement shall terminate immediately;
7.3.3. Reseller shall immediately cease any marketing, promotion, and reselling of the PF9 Solutions; and
7.3.4. Reseller shall continue to pay any Reseller Fees related to any Reseller Orders completed during the Term and Platform9 shall deliver to any End-Users the related PF9 Solutions for the applicable Reseller Orders.
8. Non-SOLICIT / Non-compete.
8.1. Reseller shall not develop, make, distribute, market, license, lease, provide, or sell any products, software, services, or solutions that in any way use, refer to, or are derived from the PF9 Solutions, Platform9’s Confidential Information, or Platform9’s intellectual property.
9. WARRANTIES. platform9 makes no warranties to Reseller, including no warranties regarding the PF9 Solutions. the only warranties platform9 makes to any END-USER shall be those provided by Platform9 in the platform9 subscription agreement. furthermore, platform9 does not assume, nor authorize any other person to assume for platform9, any other liability in connection with the PF9 Solutions, including, without limitation liabiity arising out of use of the PF9 Solutions. the PF9 Solutions provided by Platform9 are provided “as is” and “with all faults.” Platform9 disclaims all warranties, whether express, implied, or statutory, and whether arising through course of dealing, course of performance, or usage of trade. Platform9 specifically disclaims any warranty: (a) that the operation of the products and services provided by Platform9 will be uninterrupted or error free, (b) that the products and services provided by Platform9 are merchantable or FIT FOR ANY particular purposes or needs of Reseller or any third party, OR (c) OF SYSTEM INTEGRATION, DATA ACCURACY or NON-infringement.
10. LIMITATION OF LIABILITY. platform9 SHALL not BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, GOODWILL, DATA OR USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS/SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABLITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, A BREACH OF THE CONFIDENTIALITY, OR DAMAGES CAUSED BY GROSS NEGLIGENCE, RECKLESS CONDUCT OR WILLFUL MISCONDUCT. TO THE FULLEST EXTENT ALLOWED BY LAW, PLATFORM9’S LIABILITY FOR ANY REASON (EXCLUDING RESELLER’S LIABILITY FOR RESELLER FEES) AND UPON ANY CAUSE OF ACTION, WHETHER IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE RESELLER FEES PAID TO PLATFORM9 BY RESELLER UNDER THIS AGREEMENT DURING THE PREVIOUS THREE MONTHS.
11. Governing law / venue
11.1. This Agreement shall be governed by the laws of the State of California without giving effect to that state’s choice of law rules. Both parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Santa Clara County to hear and adjudicate any and all actions, suits or proceedings arising out of or relating to this Agreement. In the event of any action or proceeding to enforce or interpret any of the provisions of this Agreement, the prevailing party shall be entitled to be reimbursed for the costs of such action or proceeding, including attorneys’ fees.
11.2. Injunctive Relief; Enforcement. Nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
11.3. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
12. CONFIDENTIALITY.
12.1. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all of information identified by the disclosing party (“Discloser”) as confidential, proprietary and/or trade secret information and materials, whether in written, oral, electronic or another format, to the other Party (“Recipient”). Confidential Information excludes any particular information that, as evidenced by written documentation: (a) is or becomes publicly known without violation of this Agreement; (b) is already known to the Recipient without restrictions as of the time of its furnishing or disclosure; (c) is independently developed by the Recipient by individuals who do not have access and have not been exposed to the Confidential Information; or (d) after its furnishing or disclosure, is made known to the Recipient without restrictions by a third party having the right to do so. All Confidential Information, as well as all media containing such Confidential Information, shall remain the exclusive property of Discloser.
12.2. Nondisclosure Obligations. Recipient shall: (a) hold the Confidential Information in strict confidence and not make any disclosure thereof to any third party (except third parties that have: (i) a reasonable need to know such information in connection with the Recipient rights, duties, and obligations under this Agreement and (ii) agreed in writing to protect the Confidential Information in accordance with the provisions of this Section 12; (b) ensure that any electronic transmissions of the Confidential Information shall be undertaken only via secure systems; (c) use the Confidential Information solely in accordance with the terms of this Agreement in order to carry out its obligations or exercise its rights under this Agreement; and (d) notify the Discloser promptly of any unauthorized use or disclosure of its Confidential Information and reasonably cooperate with and assist Discloser in stopping or minimizing any unauthorized use or disclosure.
12.3. Protective Measures. Recipient shall use all commercially reasonable efforts to ensure compliance with the provisions of this Section 12 by any officers, employees, consultants, subcontractors, and third parties that have access to the Confidential Information.
12.4. Required Disclosure. If Recipient is required by judicial, administrative, or regulatory process in connection with any action, suit, proceeding, claim, or otherwise by applicable law to disclose Confidential Information, the Recipient shall promptly notify Discloser if permitted to do so and, if so requested, shall provide reasonable cooperation to Discloser in resisting the disclosure. Subject to its obligations stated in the preceding sentence, the Recipient shall be entitled to comply with any such disclosure requirement to the extent required by law but shall in doing so make reasonable efforts to limit the scope, and secure the confidential treatment, of any materials it is compelled to disclose.
13. Miscellaneous.
13.1. Interpretive Provisions. This Agreement is the entire agreement between Reseller and Platform9 on the subject hereof, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This Agreement shall be deemed to have been drafted by all Parties, and in the event of dispute, no Party hereto will be entitled to claim that any provision should be construed against the other Party by reason of the fact it was drafted by one particular party. If there is a conflict between the terms of an exhibit and the terms of the body of this Agreement, then the terms of the exhibit shall govern. The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. The failure of a Party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such Party to enforce any subsequent breach of such term.
13.2. Relationship of the Parties. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the Parties. The Parties acknowledge that each Party will perform its obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under the performing Party’s sole control and discretion.
13.3. Assignment. Reseller may not assign this Agreement or any rights and duties (whether voluntarily, by operation of law, or otherwise) without Platform9’s prior written consent.
13.4. Execution. This Agreement may be executed by the Parties in counterparts, each of which when executed and delivered shall constitute an original and all such counterparts together constituting one and the same agreement. Any signature page delivered by facsimile transmission or through the use of an electronic signature system (including, but not limited to EchoSign) shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto.
14. Notices. Any notice or communication required or permitted hereunder shall be in writing and shall be delivered by hand, international courier service, confirmed facsimile, or confirmed email transmission and addressed as set forth on the signature page to this Agreement (or otherwise indicated in this Section), or to such other address as each Party may designate in writing. Any notice or other communication (i) given personally shall be deemed to have been given and received on delivery thereof, (ii) given by international courier service shall be deemed to have been given and received on the date of delivery shown on the service’s records, (iii) given by confirmed facsimile transmission shall be deemed to have been given and received on the date of delivery shown on the electronic confirmation of that facsimile, and (iv) given by a confirmed email transmission, which shall be deemed to have been given and received on the date that the Party’s designated recipient confirms receipt of such email. Email notices pursuant to this section shall be send to the Party’s designated recipient identified below:
Platform9 – Sirish Raghuram sraghuram@platform9.com
Reseller – Online Terms and Conditions (with associated email address) act as the signature
15. Authority, Enforceability, and Conflicts. Each Party represents and warrants that: (a) all necessary action on the part of that Party has been taken for the authorization of this Agreement, any other agreement or instrument entered into in connection herewith, and the performance of all its obligations hereunder and thereunder; (b) this Agreement and any other agreement or instrument entered into in connection herewith, when executed and delivered, will be valid obligations of that Party, enforceable in accordance with their terms; and (c) entering into this Agreement, entering into any other agreement or instrument entered into in connection herewith, and performing hereunder and thereunder do not and will not violate any agreement existing between that Party and any third party.
Exhibit A – Price Schedule
Available through your Platform9 sales rep.
Platform9 Deal Registration: Reseller may seek an additional discount on the per-socket pricing for an opportunity by submitting the necessary deal registration information using the Platform9 Partner Portal. Platform9 will review each submitted opportunity, and in its sole discretion, will accept or reject the opportunity as a registered deal within 5 business days of such submission and notify Reseller of its decision. If within that period Platform9 has not notified Reseller in writing of acceptance or rejection of the opportunity as a registered deal, Platform9 will be deemed to have rejected the opportunity as a registered deal. In respect of opportunities not already registered, Platform9 reserves the right to change the qualifications and criteria for deal registration at any time
Upon acceptance by Platform9 in writing of an opportunity as a registered deal, it will become a “Registered Deal”. Reseller will have 30 business days to confirm to Platform9 a meeting with the opportunity via web/phone conference call or face-to-face. If the meeting does not occur in that time then the opportunity ceases to be a Registered Deal. If the meeting does occur in that time then Reseller will have 90 days to obtain a signed Platform9 Subscription Agreement with the opportunity that conforms to the requirements of the Agreement, in which case Reseller will obtain the Registered Deal Discount referred to above (i.e., an additional percentage). After 90 days the opportunity is no longer a Registered Deal unless Reseller again submits the opportunity and Platform9 again accepts it or unless Reseller and Platform9 agree otherwise in writing.
Platform9 shall be responsible for calculating and determining any and all discounts to the list price that are available to Reseller. Platform9 shall determine the discounts in good faith.
Platform9, reserves the right to at any time, and in its sole discretion, without limitation, (1) change the list prices, (2) availability of any discounts, and (3) decline any Reseller Order.
Payment Terms: Reseller shall pay the Reseller Fee in whole within 30 days of placing the Reseller Order. The payment shall be for the total contract value and all orders shall have a minimum subscription duration of 1 year.
Referrals: Reseller may on occasion, due to the prospect’s preference or otherwise, refer prospects to Platform9 to purchase PF9 Solutions directly from Platform9 rather than resell them. For each prospect, Reseller shall submit a request using the Platform9 Partner Portal for Platform9’s determination of whether or not Reseller is eligible for a Commission for the particular prospect, in Platform9’s sole discretion. Such email shall be submitted to Platform9 in advance of the start of the sales process and must contain the same information as a Reseller Order. Reseller’s submission will be considered rejected unless Platform9 notifies Reseller in writing (email will suffice) within five (5) business days of submission that the Reseller is or is not eligible to receive a Commission for a particular prospect. At any time, Platform9 may provide notice to Reseller of a new system of tracking referrals hereunder and Reseller agrees that it will comply with the terms regarding such new system. All referrals made by Reseller for the applicable PF9 Solutions for a specific prospect that are accepted by Platform9 (each, a “Qualified Referral”) shall be eligible under this Agreement for a “Commission” of the Net Revenues received by Platform9 for the PF9 Solutions sold to the Qualified Referral. “Net Revenues” means all amounts received by Platform9 for sales of PF9 Solutions to a Qualified Referral that purchases PF9 Solutions through Platform9’s website, less any sales, use, value-added, excise, withholding and other taxes, customs duties and other governmental charges, refunds, returns, and credits. Within thirty (30) days of the end of each calendar month, Platform9 shall submit to Reseller the applicable Commission payments for the preceding calendar month. Reseller is solely responsible for all taxes, duties and charges payable as a result of receiving any amounts from Platform9. Platform9 is solely responsible for negotiating contracts and fulfilling all orders to Qualified Referrals for the PF9 Solutions.