LatamReady e-Invoicing and Tax Integrations Master Agreement



Last updated on January 29, 2019.

 

LatamReady e-Invoicing and Tax Integrations Master Agreement

 

These LatamReady e-Invoicing and Tax Integrations Master Agreement (“Agreement”) govern terms and conditions to be integrated to the LatamReady SuiteApp solution by certified e-Invoicing and Tax Integrations specialized Suppliers (“Subcontractors”) to be offered to LatamReady’s Authorized Users (collectively, “Customers”, “End Users”). By becoming a Subcontractor, you accept these Terms (whether on behalf of yourself or a legal entity you represent). Subcontractors may be referred to in these Terms as “you” and “your” as applicable.

 

  1. Updates and Communications.
  2. We may revise LatamReady e-Invoicing and Tax Integrations Master Agreement or any additional terms and conditions which are relevant to a particular LatamReady service from time-to-time to reflect changes in the law or to the LatamReady Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LATAMREADY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
  3. You agree to receive electronically all communications, agreements, and notices that we provide in connection with any LatamReady Services (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the Site or through any LatamReady Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account contact information current.
  4. This LatamReady e-Invoicing and Tax Integrations Master Agreement is entered into as of the date of the last party to sign (“Effective Date”) between LatamReady LLC (“LatamReady”), and the entity which has executed this Agreement as identified in the Signature (“Subcontractor”).
  5. LatamReady and Subcontractor hereby agree as follows:
  6. WHEREAS, LatamReady provides LatamReady SuiteApp, a Built For NetSuite Certified Tax Compliance SuiteApp for Latin America.
  7. WHEREAS, Subcontractor, a certified e-Invoicing and/or Tax Integration Supplier, desires to become an approved member of LatamReady’s Subcontractor Program for the purpose of, indirectly and via LatamReady, offers its solution to LatamReady’s Customers and LatamReady’s Potential Customers.
  8. WHEREAS, LatamReady seeks additional Customers, and Subcontractor seeks an additional source of revenue, Subcontractor and LatamReady have agreed to form a relationship according to the terms herein, which will mutually benefit both parties.
  9. Defined Terms.
  10. “Confidential Information” shall mean all data and information of a confidential nature, as well as information that one Party knows or should know that the other Party regards as confidential including, but not limited to, End User Data, third party data, business practices, software, technical information, future product/service plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users suppliers, development plans or projects, and services. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form.
  11. “End User Data” shall mean any data, information, or other materials of any nature whatsoever, provided to Subcontractor in the course of the demonstration or use of LatamReady SuiteApp, including any data otherwise captured or generated by the Service.
  12. “Intellectual Property Rights” shall mean any and all intellectual property rights existing from time to time under any law or regulations, including without limitation patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect.
  13. “LatamReady Brand” means any or all of LatamReady’s trademarks, service marks, logos, trade names, product or service names presently existing or adopted, obtained, or introduced by LatamReady during the term of this Agreement.
  14. Term of Agreement. The Agreement shall be automatically renewed for successive one (1) year terms (“Renewal Term”), unless either Party delivers notice of its intention not to renew at least thirty (30) days prior to the Initial Term or any Renewal Term.
  15. Terms and Conditions for Subcontractor.
  16. End User License Execution. Subcontractor acknowledges and agrees that without exception all End Users must fully execute at the LatamReady Master Agreement. Subcontractor further acknowledges and agrees that it has no authority to alter, modify, edit, or otherwise change or enter into the LatamReady Master Agreement, and that any such change by Subcontractor shall not be binding upon LatamReady. Subcontractor agrees to assist LatamReady in gaining Customers’ execution of the LatamReady Master Agreement.
  17. Independent Contractor. Subcontractor acknowledges and agrees that this Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties. Subcontractor and LatamReady are independent contractors with respect to one another under the terms of this Agreement. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other. Subcontractor agrees not to do anything which misrepresents its relationship with LatamReady.
  18. Reservation of Rights. Subcontractor acknowledges that LatamReady holds and retains all worldwide right, title and interest in and to its Marks and LatamReady’s promotional materials, and that all use of the LatamReady Marks and LatamReady promotional materials by Subcontractor will inure to the benefit of LatamReady. Further, Subcontractor will (i) not assert any ownership interests in or contest the validity of the LatamReady Marks; (ii) comply with written guidelines that LatamReady may provide to Subcontractor from time to time; (iii) not, at any time during the term of this Agreement, register or cause to be registered the LatamReady Marks or any trademarks, marks or trade names confusingly similar to the LatamReady Marks; and (iv) not use the LatamReady Marks in any manner that is likely to cause confusion, mistake, or deception. Subcontractor will reproduce all copyright, trademark and other notices on any copies of the LatamReady promotional materials created or distributed by Subcontractor. Subcontractor acknowledges and agrees, notwithstanding any rights provided or conveyed to Subcontractor by the terms of this Agreement, that LatamReady retains and owns all rights, title and interest in its Products or Services, or any elements thereof, the LatamReady Brand, the LatamReady Technology, LatamReady’s Trademarks, and/or any and all associated Intellectual Property Rights thereto. Except as expressly provided herein, nothing in this Agreement shall confer upon the Subcontractor any rights therein.
  19. End Users are LatamReady’s Customers. Subcontractor acknowledges and agrees that End Users are considered to be the customer of LatamReady. For avoidance of doubt, End Users will be considered to be the customer of LatamReady for software implementation, training, and support purposes. Subcontractor acknowledges that any type of communication between Subcontractor and End Users is forbidden. Promptly communication between Subcontractor and LatamReady is required to provide the Service to End Users. 
  20. Ensuring End User Satisfaction. Subcontractor acknowledges that implementation, training, and support services (“Professional Services”) are a critical part of providing the Service to an End User, and that any Professional Services will be provided by LatamReady and provided by the Subcontractor to LatamReady to achieve and maintain End User satisfaction in using the LatamReady SuiteApp. Indirectly and via LatamReady, Subcontractor further agrees to competently serve the End User.
  21. Subcontractor Activities. Subcontractor agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use or promotion of LatamReady SuiteApp, including without limitation those related to privacy, electronic communications, anti-spam legislation, and export. Subcontractor will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining the permission of the owner of such rights. Subcontractor will not in any way express or imply that any opinions contained in Subcontractor’s promotional activities are endorsed by LatamReady, unless such promotional activities have in advance been endorsed in writing by LatamReady.
  22. Discontinuation of Program. Subcontractor acknowledges and agrees that LatamReady can discontinue and/or cancel the Subcontractor Program at any time. In the event that LatamReady suspends or discontinues the Subcontractor Program, Subcontractor acknowledges that LatamReady’s sole obligation to Subcontractor during the one (1) year period from the date that LatamReady discontinues or cancels the Subcontractor Program.
  23. Non-Exclusivity. Subcontractor agrees that this Agreement is non-exclusive, and that LatamReady reserves the right to retain other Subcontractors within or outside of Subcontractor’s geographic location.
  24. Non-Solicitation. LatamReady will not knowingly target Subcontractor’s customers in a manner that interferes with the business relationship between the Subcontractor and its customers. For avoidance of doubt, LatamReady’s general marketing and advertising campaigns shall not be considered “targeting” Subcontractor’s customers.
  25. Subcontractor’s and LatamReady’s Obligations.
  26. Training: Live and Pre-recorded training demonstrations will be provided by Subcontractor to LatamReady without any additional cost to LatamReady.
  27. Set Up and Technical support: Set Up and Support will be provided by Subcontractor to LatamReady following terms described in the LatamReady Master Agreement. Subcontractor will not provide set up services nor direct support to Customers/End Users. 
  28. Communication to Customers/End Users: Subcontractor will not establish any type of communication to Customers/End Users in any situation without exception. Every communication will be directed from Subcontractor to LatamReady.
  29. Product License Grant. Subject to the terms and conditions of this Agreement, Subcontractor grants LatamReady during the term of this Agreement a non-exclusive, limited, non-transferable and terminable license to use and display content for one demonstration account (LatamReady’s NetSuite Sandbox Instances) solely for demonstration purposes in order to promote and sell to End Users LatamReady SuiteApp, provided such operations shall not include service bureau use, outsourcing, renting, or time-sharing. The rights granted to LatamReady here are provided to LatamReady on the condition that LatamReady does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile any Subcontractor’s software, or otherwise attempt to discover any source code, modify the Service, or any software associated or related therewith, in any manner or form, or use unauthorized modified versions of the software or Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service. LatamReady acknowledges and agrees that Subcontractor shall own all rights, title and interest in and to all intellectual property rights in its e-Invoicing or Tax Integration Solution. Except as provided in this Agreement, the license granted to LatamReady does not convey any rights in the LatamReady SuiteApp, express or implied, or ownership in the e-Invoicing or Tax Integration Solution or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Subcontractor.
  30. Monthly End User Billing. LatamReady shall be exclusively responsible for the billing and collection of fees to End Users. The first monthly Invoice to End Users will be issued by LatamReady once LatamReady SuiteApp’s Subscription Agreement between LatamReady and End User is signed.
  31. LatamReady’s Payment Obligations. LatamReady shall pay Subcontractors its revenue share on a monthly basis with such amounts sixty (60) days following the end of each month. 
  32. Immediately following the initial agreement term Subcontractor’s pricing for LatamReady shall not be increased by more than 3% per annum, applied to the discounted prices set forth on such LatamReady’s Purchase Order.
  33. Subcontractors understands that each individual LatamReady SuiteApp’s Subscription Agreement signed between LatamReady and each individual End User can de cancelled or come to an end. Subcontractor will be informed of these incidents as soon as the cancellation of finish of LatamReady SuiteApp’s subscription is communicated to LatamReady.
  34. Taxes. LatamReady revenue share do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use, retentions or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on LatamReady's net income. If Customer has the legal obligation to pay or collect Taxes for which LatamReady is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides LatamReady with a valid tax exemption certificate authorized by the appropriate taxing authority. LatamReady will pay to Subcontractor based on the net amount received from Customer.
  35. Confidentiality.
  36. Disclosure and Protection. Each Party anticipates that it may disclose certain Confidential Information to the other Party in connection with performance under this Agreement. Each Party agrees to preserve the confidentiality of such Confidential Information and not to disclose such Confidential Information during the term of this Agreement and thereafter. Such Confidential Information may be used only for the purposes of rendering performance under this Agreement. Each Party shall treat the other Party’s Confidential Information with at least the same degree of care that it accords its own Confidential Information of a similar nature; provided, however, that in no event shall such care be less than that which is reasonably required to protect the Confidential Information.
  37. Exceptions. Information shall not be deemed to be Confidential Information, and a Party shall have no obligation with respect to any such information, which:
  38. is or falls into the public domain through no wrongful act or negligence of either Party
  39. is rightfully received from a third party without restriction and without breach of the Agreement
  40. is approved for release by written authorization of an officer of either Party
  41. is already in the other Party’s possession as evidenced by its records and is not the subject of a separate non-disclosure agreement.
  42. This Agreement. Both Parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information, although this shall not be interpreted to prevent LatamReady from entering into substantial similar agreements with other entities or persons.
  43. Mutual Non-Solicitation. Each Party agrees that it will not solicit the engagement and/or employment of the services of any of the employees of the other Party (either directly or through agents), without written permission of the other Party, during the Initial Term of this Agreement and any Renewal Term thereof and continuing for a period of one (1) year following its expiration or termination.
  44. Termination.
  45. In The Event of Breach. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party in the event of a breach of any provision of this Agreement by the other Party, provided that, during the thirty (30) day period, the breaching Party fails to cure such breach.
  46. Bankruptcy. Either Party may terminate this Agreement if the other Party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
  47. Convenience. Either Party may terminate this Agreement upon giving thirty (30) days written notice to the other Party.
  48. Miscellaneous.
  49. Notice. Any notice required under this Agreement shall be provided to the other party in writing. Subcontractor will promptly send written notice to: LatamReady LLC, 12550 Biscayne Boulevard Suite #110, Miami FL 33181, USA, Attention: General Counsel, Legal Department.
  50. Governing Law and Jurisdiction. This Agreement is governed by the substantive and procedural laws of the State of Florida and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Miami in Florida in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.
  51. General Provisions.
  52. Integration. This Agreement incorporates by reference all URL Terms (as applicable), Exhibits and LatamReady’s Purchase Order presenting Subcontractor’s price ranges, and this Agreement, together with such referenced items, constitute the entire understanding between Subcontractor and LatamReady and are intended to be the final and entire expression of their agreement. The parties expressly disclaim any reliance on any and all prior discussions, emails and/or agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. 
  53. Other General Provisions. This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that LatamReady may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach. Neither party shall be liable for loss, delay, nonperformance (including failure to meet the service level commitment but excluding payment obligations) to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving LatamReady employees), or shortage of materials, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible and any delivery date shall be extended accordingly.