Common use of Distribution and Resale Restrictions Clause in Contracts

Distribution and Resale Restrictions. 4.1. Reseller accepts that the rights granted to it under this Agreement do not permit the use of the Fresh Relevance Solution by the Reseller (and/or its Affiliates) for Reseller or its Affiliates’ own internal business use provided that use of the Fresh Relevance Solution as part of the resale process (including training Reseller’s support staff) is permitted under the scope of this Agreement. If the Reseller wishes to use the Fresh Relevance Solution for its own internal business purposes, Reseller will notify Fresh Relevance and the Parties will enter into a separate agreement on Fresh Relevance’s terms governing the terms of such use. 4.2. Reseller shall not: 4.2.1. authorise any other company or entity to resell the Fresh Relevance Solution (for example, as a sub-distributor) without Fresh Relevance’s prior written consent; 4.2.2. distribute, sell, license or otherwise make available, or provide support or other services for, the Fresh Relevance Solution outside the Territory or for any actual or potential use outside the Territory; 4.2.3. export, re-export or release, directly or indirectly, the Fresh Relevance Solution to any location, jurisdiction or Person outside the Territory; 4.2.4. represent itself as an agent of Fresh Relevance, commit Fresh Relevance to any contracts or incur any obligation or liability whatsoever on behalf of Fresh Relevance for any purpose; 4.2.5. market, distribute, license or otherwise make available access to the Fresh Relevance Solution to or through any third party other than directly to approved Prospect Customer in accordance with the terms of and requirements set forth in this Agreement. 4.2.6. make any representations, warranties, guarantees, indemnities, claims or other commitments either actually, apparently or impliedly on Fresh Relevance’s behalf concerning or relating to the Fresh Relevance Solution or any other Fresh Relevance services that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement; and/or 4.2.7. otherwise use the Fresh Relevance Solution or license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Fresh Relevance Solution or any part thereof in any way, except as expressly permitted under, and in accordance with this Agreement.