SleepDrops – Agent/Reseller Agreement

    1. Parties to this Agreement

    • The Agent/Reseller wishes to offer to its personal, professional and community network and/or customers the SleepDrops products and service offering.
    • SleepDrops wishes to appoint the Agent as Reseller of the SleepDrops and service offering.
    • By registering be a Reseller on the SleepDrops website and clicking the Accept our Terms & Conditions, the reseller who will be referred to as the Agent agrees to the following terms and conditions.

    2. Commencement and Duration

    • This Agreement will commence on the date that the Agent is accepted by SleepDrops to be a Reseller and will run for a period of twelve months from date of acceptance, unless terminated by either party before the end of this period, as set out herein.
    • The Reseller Agreement term shall automatically renew for successive renewal terms of one year unless terminated in terms of this Agreement.

    3. Appointment

    • SleepDrops hereby appoints and authorises the Agent as a Reseller of the SleepDrops products and services, on the following terms and conditions, and Agent accepts the appointment as set out herein:
      • the appointment is non-exclusive.
      • the appointment is for a limited duration only.
      • the appointment is to market, sell or incorporate for re-sale SleepDrops products to end users in the territory as set out herein.
      • the appointment is limited to the following territory:-
        • World wide
    • SleepDrops reserves the right to revise the list of Products and Services at any time during the term of this Agreement, and it will in a time appropriate to SleepDrops business model notify the Agent of such revisions.

    4. Duties and Obligations

    • The Agent will:
      • use its best efforts to educate, train, market, advertise and otherwise promote and sell the SleepDrops products in accordance with NZ therapeutic advertising laws.
      • get any people who need support with regard to their sleep or the correct use of the SleepDrops products to contact in order to get professional SleepDrops product support.
      • ensure that any of its employees who are responsible for the marketing, sales, and technical support of the Products have proper skill, training and background to enable them to provide such marketing, sales, and technical support service in a competent and professional manner and in accordance with the terms of this Agreement. The Agent shall be liable for the acts or omissions of its employees and contractors. SleepDrops agrees to provide the Agent and their staff with access to the online platform and product training to support the Agent ’s relevant sales and operations efforts. This information will be found in the “marketing” section of the affiliate dashboard at
    • The Agent hereby agrees not to:
      • create or attempt to create by reverse engineering, disassembly, decompilation, reverse engineering or otherwise, the SleepDrops products and services in any part thereof, or to aid or to permit others to do so.
      • remove any Products identification or notices of any proprietary or copyright restrictions from any Products or any Products support material.
    • SleepDrops will:
      • make the SleepDrops products available to the
      • support the Agent sales and operations teams on the SleepDrops
      • provide technical resources to support that the SleepDrops products are consumed successfully.
    • SleepDrops warrants solely for the benefit of Agent that the Products(s) will materially conform to the information and documentation provided including the ingredients used in the manufacturing of the products. This warranty does not apply to any damage resulting from the unauthorized use or negligence on the part of Agent. This section sets forth SleepDrops ’s sole obligation and the Agents sole and exclusive remedy for a breach of the warranty in this section.
    • Except as provided herein, the Products is provided on an ‘as is’ basis without warranty of any kind. SleepDrops expressly disclaims all other warranties, whether express, implied, statutory or otherwise, regarding the Products, including, but not limited to warranties of title, merchantability, fitness for a particular purpose, and non- infringement, and implied warranties arising from a course of dealing or course of efficacy.

    5. Fees

    • In exchange for the marketing, introduction and subsequent sale of SleepDrops products, SleepDrops will pay the Agent the agreed upon commission in accordance with the commission which has been allocated via the affiliate dashboard on the SleepDrops website.
    • Any fees paid out with be inclusive of GST if paid out in the territory of New Zealand.
    • Payments will be calculated based on a calendar month and paid following the 60 day E commerce credit card “charge back” period.
    • Payments will then be made the following 25th of the month or nearest business day. For the avoidance of doubt the following example outlines the payment process. Sales received via the Agents affiliate link will be calculated from the 1st of the month until the 31st of the calendar month. The commission total for these sales will be paid out 85 days later.
    • the Agent will be required to pay back any commission paid out on fraudulent purchases that result in a banking credit card charge back within 120 days of the transaction. Any commission required to be paid back must be paid within 30 days and if not paid by the due date, shall bear interest at the prevailing prime lending rate.
    • SleepDrops reserves the right to change the pricing for any and all products without notice.
    • the Agent shall bear and be responsible for the payment of all taxes in the territory/ ies associated with their revenue earnt from sales of SleepDrops products/services.

    6. Confidentiality and Non-disclosure, Intellectual Property and Trademark

    • Confidentiality and Non-disclosure
      • The parties wish to disclose certain confidential information to each other, to enable the operation of this agreement; each party shall use the confidential information for this purpose only; each party acknowledges that if a party receiving the confidential information is not restricted from using and/ or disseminating the confidential information, the disclosing party will potentially suffer considerable economic prejudice; the parties therefore agree that this confidentiality and non-disclosure provision is essential to this agreement; the parties thus agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.
    • Definition of Confidential Information and ownership.
      • For purposes of this Agreement, ‘Confidential Information’ shall include any and all information and data that has or could have commercial value or other utility in the business in which Disclosing Party is engaged, including but not limited to customer information, proprietary technical, product formulation, financial, personnel, marketing, pricing, sales and/or commercial information with respect to SleepDrops products/services and all record bearing media containing or disclosing such information and techniques which are disclosed pursuant to this Agreement or any other information of any kind whatsoever disclosed or transmitted to the Receiving Party or its agent or employees, whether disclosed orally, in writing or otherwise.
      • The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discussions or negotiations are taking place concerning a potential business relationship involving the Parties and all of the terms, conditions and other facts with respect thereto (including the status thereof) shall also be considered Confidential Information that is subject to the provisions of this Agreement.
      • The Confidential Information shall be considered valuable trade secrets, owned by the Disclosing Party. The Disclosing Party retains all right, title and interest in and to the Confidential Information. No license to the Receiving Party, under any trademark, patent or copyright, or applications for same which are now or may thereafter be obtained by such Receiving Party, is either granted or implied by the conveying of Confidential Information to the Receiving Party.
    • Exclusions from Confidential Information.
      • Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
    • Obligations of Receiving Party.
      • Receiving Party shall only use the confidential information for the purposes as stated herein.
      • Receiving party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
      • Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.
      • Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
      • Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests, it in writing and vice versa.
    • Indemnity
      • Each party acknowledges and agrees that it will be liable to the other party for any breach of this Agreement by the Receiving Party and/or its related parties, and indemnifies the other against all and any loss, liability, damage or expense whatsoever, which shall include all legal costs on an attorney and own client scale, which the Disclosing Party may directly or indirectly suffer or incur as a result of or which may be attributable to:
        • An intentional or negligent disclosure of the Confidential Information to any unauthorised party whomsoever or whatsoever by the Receiving Party, and/or its related parties; or
        • Any unauthorised use of the Confidential Information by the Receiving Party, and/or its related parties, or any authorised or unauthorised party who acquired the Confidential Information through the Receiving Party, and/or its related parties.
      • Intellectual Property
        • the Agent hereby agrees and acknowledges that SleepDrops , its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (a) the manufacture and/or production of Products (including all copies and derivative works thereof, by whomever produced), and associated Documentation, including all intellectual property rights embodied therein; (b) all of the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Products, and the Agent  shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement. Unless otherwise expressly agreed to in writing, all suggestions, solutions, improvements, corrections and other contributions provided by the Agent  to SleepDrops  regarding the Service or Products, shall be owned by SleepDrops , and the Agent  hereby agrees to assign any and all such rights to SleepDrops , and the Agent  shall execute any documents necessary to make such assignment effective.  Nothing in this Agreement shall preclude SleepDrops  from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by it in the performance of any Services hereunder.
      • Trademark
        • the Agent may, whether in connection with its own trademarks, use the then current Products names, logos, and other marks (“Marks”) on the Products and all marketing and promotional material therefore as authorized by SleepDrops  for all proper purposes in the performance of the Agent ‘s duties hereunder.
        • The Agent ‘s use of such Marks shall be in accordance with SleepDrops ’s policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. the Agent shall have no claim or right in such Marks and the Agent shall not make any claim or contest the use of any such Mark authorized by SleepDrops . Except as expressly authorized in writing by SleepDrops , the Agent  shall not file or attempt to register any Mark or any mark confusingly similar thereto.
      • Time Periods
        • The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. In the absence of either of the aforementioned the duty to maintain confidentiality and non-disclosure remains in force in perpetuity.
      • Relationships
        • Nothing contained in this clause shall be deemed to constitute either party a partner, joint ventures or employee of the other party for any purpose.
      • Severability
        • If a court finds any provision of this clause invalid or unenforceable, the remainder of this clause shall be interpreted so as best to affect the intent of the parties.
      • Integration
        • This clause expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings.
      • Waiver
        • The failure to exercise any right provided in this clause shall not be a waiver of prior or subsequent rights. This clause and each party’s obligations shall be binding on the representatives, assigns and successors of such party.
        • SleepDrops agrees to hold the Agent harmless from and indemnify all liability for infringement of any patent, copyright or trademark rights or other intellectual property rights of third parties which result from the sale of Products. SleepDrops agrees to defend the Agent in such infringement suit or any Products liability suit resulting from the use or sale of Products, including but not limited to, out of court settlements, court costs, reasonable attorney’s fees or any money judgment awarded at the conclusion of such suits subject to the understanding that SleepDrops shall have exclusive control over the defence and/or settlement of such suits.
        • SleepDrops ‘s obligations under this Section are contingent upon the Agent
          • giving prompt written notice to SleepDrops of any such claim.
          • allowing SleepDrops to control the defence and any related settlement of any such claim; and
          • furnishing SleepDrops with reasonable assistance in the defence of any such claim, so long as SleepDrops pays the Agent ‘s reasonable out-of- pocket expenses.
    • SleepDrops shall have no obligation under this Agreement for any claim of infringement or misappropriation to the extent that it results from:
      • modifications or alterations to the Products made other than by SleepDrops .
      • failure of the Agent to use updated or modified Products provided by SleepDrops to avoid a claim of infringement or misappropriation.
      • compliance by SleepDrops with designs, plans or specifications furnished by or on behalf of the Agent ; or
      • any opening of or other tampering with a Products by non- SleepDrops
    • The foregoing provision of this section state the entire liability and the exclusive remedy of each party with respect to any alleged infringement of any third party patents, copyrights, trademarks or other intellectual property rights.          

    7. Non-Circumvention

    • TheParties hereby agree that their respective businesses involve, among other activities, introducing, participating, effectuating and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a “Transaction”). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its Affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties’ contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Parties also undertake not to make use of any third party to circumvent this paragraph.
    • The Parties hereby legally and irrevocably bind themselves and guarantee to each other that they shall not directly or indirectly contact or communicate with, or submit a request for a products or service to, any contact, entity, or institution introduced by a Disclosing Party to a Receiving Party without the prior case-by-case written approval of the Disclosing Party authorizing such contact or communication.
    • In specific Transactions where one of the Parties allows two or more other Parties to communicate directly with one another, the Party allowing this direct communication shall be informed by the other Parties of the development of the Transactions by receiving copies of each and every correspondence, as well as updates of verbal communications made between the other Parties.
    • This clause shall be binding upon all Affiliates and other related entities of a Party and upon the principals, employees, assignees, heirs, and/or successors-in-interest of each Party, and none of the Parties shall have the right to assign this Agreement without the express written consent of the other Parties.” In this regard, “Affiliate” includes “Any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Persons specified. Affiliates shall additionally mean the Parties’ present and future related parties, including, but not limited to, partners, directors, officers, managers, equity holders, associates, agents, representatives, assignees, employees, contractors, successors, and any other Persons contractually bound in any instance by them.” Note that the definition for “Person” used in the agreement should cover any business entity, trust, or natural person.
    • This clause shall apply during the currency of this agreement and for a period of 12 (twelve) months after termination.          

    8. Dispute Resolution

    • In the event of any dispute or difference arising between the parties hereto, with regard to the construction of the agreement or the rights, duties or obligations of either party thereunder or any matter arising out of or concerning same, or any dispute or matter, such difference may be referred to arbitration in accordance with the provisions of the Arbitration Act 42 of 1965 or sub-statute for the time being replacing, extending of modifying same.
    • The arbitration shall be held with only the parties and their representatives thereat it being the intention that, if possible, it shall be held and concluded within 21 (twenty one) working days after it has been demanded.
    • The arbitrators shall be:
      • An arbitrator provided from a list of practising arbitrators of the Law Society of New Zealand , mutually agreed upon between the representatives of the parties who are the subject of the arbitration, or if they cannot agree,
      • an arbitrator appointed by the secretary for the time being of the Law Society.
    • The arbitrator shall have the fullest and freest discretion with regard to the proceedings and her/ his award shall be final and binding on the parties to the dispute. Furthermore, the arbitrator:
      • may dispense wholly or in part with formal submissions or pleadings.
      • shall determine the applicable procedure, and shall not be bound by strict rules of evidence and shall be entitled to take equity into account.
      • shall take into account the practicality or otherwise of ordering the continuance of any legal relationship between disputants.
      • shall include such order as to costs as s/ he deems just.
    • The submission by the parties to the resolution of their disputes in arbitration proceedings does not preclude either party from applying to any Court of competent jurisdiction for any urgent interdict, attachment, or other similar form of relief.
    • The parties agree that the decision in any arbitration proceedings:
      • shall be final and binding on them.
      • shall be carried into effect; and
      • may be made an order of any Court of competent jurisdiction.          

    9. Jurisdiction

    • The laws of the Republic of New Zealand shall govern the construction, validity and performance of this Agreement, and the parties hereby irrevocably consent and submit to the jurisdiction of the South Gauteng High Court of New Zealand.        

    10. Receipt of Notices and Documents

    • Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing. It shall be competent to give notice by electronic mail.
    • Either party may by notice to the other party change the physical address chosen as its address for service to another physical address or its electronic mail address, provided that the change shall become effective on the 7th day from the deemed receipt of the notice by the other party.
    • Any notice to a party:
      • sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it as its address for service shall be deemed to have been received on the 7th business day after posting (unless the contrary is proved).
      • delivered by hand to a responsible person during ordinary business hours at its address for service shall be deemed to have been received on the day of delivery
      • sent by electronic mail to its chosen electronic mail address stipulated as its address for service, shall be deemed to have been received on the date of dispatch (unless the contrary is proved).
    • Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered as its chosen address for service.          

    11. Authority

    • The signatories to this agreement hereby confirm that they are duly authorised to sign this agreement and bind the parties to all the terms of this agreement.
    • Such signatory hereby waives, on his own behalf, and on behalf of the represented party the benefit of the defence of Estoppel.

    12. Termination

    • This agreement will automatically renew as per clause 2, at the end of the period of 12 (twelve) months commencing on the date of signature, unless either party has given fifteen (15) days’ written notice to the other of non-renewal.
    • Either Party may terminate this Agreement, effective immediately upon written notice to the other Party if:
      • the other Party materially breaches any term of this Agreement and fails to cure such breach, which is a curable breach, within thirty (30) days after receipt of the non-breaching Party’s written notice of such breach.
      • the other Party materially breaches any term of this Agreement which is not capable of cure.
      • the other Party dissolves, becomes insolvent or makes a general assignment for the benefit of its creditors.
      • a voluntary or involuntary petition or proceeding is commenced by or against the other Party under federal, state or foreign bankruptcy laws; or
      • the other Party becomes insolvent, is unable to pay its debts as they become due or ceases to conduct business in the normal course.
    • Termination under clause 12.2 will be without prejudice to any other remedy available to a party under applicable legislation.
    • Upon any termination or expiration of this Agreement:
      • the Agent shall cease to be an authorized the Agent of SleepDrops Products and all rights and licenses granted to the Agent hereunder shall cease.
      • the Agent shall immediately:
        • cease all use and distribution of the Products.
        • discontinue any use of the Marks; cease to promote, solicit or procure orders for the Products; and
        • return all sales and marketing collateral or other returnable items specific to this partnership.
    • The termination of this Agreement shall not release the Agent from the obligation to pay any sum that the Agent may then owe to SleepDrops , or from the obligation to perform any other duty or to discharge any other liability incurred by the Agent  prior thereto.

    13. Indemnification 

    • the Agent shall indemnify and hold SleepDrops harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney’s fees) which SleepDrops  incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by the Agent  under this Agreement or any breach of this Agreement by the Agent .
    • the Agent ‘s obligations under this Section are contingent upon:
      • SleepDrops promptly gives written notice of any claim to the Agent.
      • at the Agent ‘s expense, SleepDrops provides reasonable assistance which the Agent  may reasonably request for the defense of the claim; and
      • the Agent has the right to control the defence or settlement of the claim, provided, however, that SleepDrops  shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.

    14. Limitation of Liability 

    • SleepDrops will not be liable under any section of this agreement or under any contract, negligence, strict liability or other legal or equitable theory for any indirect, special, incidental, or consequential damages of any king (including without limitation lost profits, lost reputations), whether or not it has been advised of the possibility of such loss in advance. This exclusion includes any liability that may arise out of third party claims against the other party. In no event will SleepDrops  be liable for costs or procurement of substitute goods by the Agent. In addition, in no event whatsoever shall SleepDrops  total liability under this agreement exceed the amount actually received by SleepDrops  from the Agent during the twelve (12) months preceding the event which gave rise to such SleepDrops  

    15. General

    • No remedy granted by this agreement shall exclude any other remedy available at law.
    • This agreement contains all of the express provisions agreed on by the parties with regard to the subject matter hereof and the parties waive the right to rely on any alleged express or implied provision not contained herein.
    • No party may rely on any representation which allegedly induced that party to enter into this agreement unless the representation is recorded herein.
    • No agreement varying, adding to, deleting from or cancelling this agreement and no waiver of any right under this agreement shall be effective unless reduced to writing and signed by or on behalf of the parties
    • No relaxation by a party of any of its rights in terms of this agreement at any time shall prejudice or be a waiver of its rights (unless it is a written waiver) and it shall be entitled to exercise its rights thereafter as if such relaxation had not taken place.
    • No party may cede any of its rights or delegate or assign any of its obligations in terms of this agreement without the prior written consent of the other parties.
    • Headings of clauses are inserted for the purpose of convenience only and shall be ignored in the interpretation of this agreement.
    • Unless inconsistent with the context, words signifying any one gender shall include the others, words signifying the singular shall include the plural and vice versa and words signifying natural persons shall include artificial persons and vice versa.
    • The Parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement.
    • The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
    • Governing law. This Agreement shall be governed, construed, and enforced in accordance with the laws of New Zealand, without regard to its conflict of laws rules.
    • The Parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of New Zealand and both Parties waive any objections to the non-convenience of such forum.
    • The Parties shall comply with any and all applicable laws, rules and regulations of the governmental authorities concerned and in particular must comply with therapeutic goods advertising laws of New Zealand.
    • Force Majeure. A Party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. In the event of a threatened default or default as a result of any of the above causes, the defaulting Party shall exercise its best efforts to avoid and cure such default. Should such an event prevent performance thereunder for a period in excess of ninety (90) days, then the non-defaulting Party may elect to terminate this Agreement and/or cancel or suspend any Products orders thereunder by a written notice to the defaulting Party.
    • Each Party shall be responsible for: (a) complying with all export restrictions, laws and regulations; (b) securing all permits and other licenses necessary to carry out its obligations under this Agreement; and (c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the Productss.
    • This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
    • This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the Parties, written or oral. As of the Effective Date and at all times thereafter, each of the Parties represents and warrants that: (a) the Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; (b) the execution and delivery of this Agreement by it and the performance of its obligations hereunder:  (i) are not in violation or breach of, and will not conflict with or constitute a default under, any material contract, agreement or commitment binding upon it; and (ii) will not conflict with or violate in any material manner, any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over such Party; and (iii) it is in compliance with all applicable federal, state and local laws, rules, regulations and ordinances, and all binding orders of any court, agency or other governmental body with appropriate authority and have obtained all applicable permits and licenses required of such Party in connection with their obligations under this Agreement.