Galactic Exchange, Inc - Stellar Partner Program Agreement
Your participation in the Stellar partner program begins as soon as we send you confirmation of your account
activation including providing your Galactic Exchange Partner Identification Number (your “GXID”). We will send your
account activation confirmation and GXID via email.
By "you," “your” or similar references we mean the legal entity enrolling in the program. Therefore, the person
completing this enrollment represents that he or she is an employee of that entity and has the power and authority
to bind that entity to this agreement. By "we," "us," “our” or "Galactic," we mean Galactic Exchange, Inc.,
together with any subsidiaries.
The program brochure describes the various levels of the program. Read it carefully, as it describes your rights
and responsibilities at each level of the program. Resellers join the program at the basic level. You may advance
to higher levels by achieving and maintaining the criteria for the higher level.
We may change the Program Guide from time to time, including the levels, performance criteria and benefits. We may
change the terms and conditions of this agreement from time to time as well. We will notify you when we make
changes. If you do not agree to any change we make, you may terminate your participation in the program by
giving us written notice within 30 days from when we told you of the change. Otherwise, your continued
participation in the program means you consent to the changes.
Galactic Products and Services
The program applies only to the marketing, sale and support by you of Galactic products and services purchased by
you, either directly from Galactic or from our authorized distributors (collectively "Products") and resold by
you directly to end-customers. End-customers are purchasers of Products for their own use and not for resale.
In addition to any benefits described in the Program Guide for your level, during the term of your participation
in the program, you receive the following minimum benefits:
- Right to Use Our Logos and Other Trademarks
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the name,
logo, trademarks, service marks, trade names, product names and other marks of Galactic ("Marks") solely to
market and promote the sale of Products. As with other elements of the program, we may change these documents
from time to time.
Any use of the Marks by you must identify our ownership of the Marks. You may not use the Marks in a manner that
might lead someone to believe that you are part of Galactic Exchange. For example, you may not use the Marks or
company name in any website or URL address. All use of the Marks by you and all related goodwill will accrue
solely to the benefit of Galactic Exchange. We reserve all rights in the Marks not specifically granted to you.
You must not (a) challenge the validity of the Marks or Galactic’s ownership of them; (b) attempt to register
any Mark, or any word, combination of words, logo or other design similar to a Mark; (c) use any Marks in
combination with any products or services other than Galactic Products; (d) remove or change any Mark on any
Product, Product packaging or any other materials we provide to you; (e) use any Mark with respect to any
alterations of Product not performed by us; or (f) incorporate any Marks into your trademarks, service marks,
product names, company names, domain names, or any other similar designations.
If you would like to use any Marks in a form other than as provided to you in accordance with this agreement,
you must submit a sample for approval by us no less than five business (5) days prior to making the material
available. You must explicitly receive written approval to proceed with the Mark usage requested. You may
contact us for approval by phone or email.
- Ongoing Compliance.
You must continuously meet the requirements defined in the Program Guide for your level throughout your
participation in the program. You must always comply with the terms of this agreement during your participation
in the program. You must tell us promptly when you know or suspect that you cease to meet the requirements of
your level or have not complied with this agreement.
- Requirements for Reselling.
You must exert reasonable efforts to market and sell Products. We may ask you to provide reasonable evidence of
these efforts. You will provide point-of-sale information reasonably requested by Galactic for our internal
business purposes. You will market and promote your sale of Products in accordance with our advertising policy
as and when such a policy is defined. You will ensure that all end-customers to which you sell Products are
aware of, and accept, any terms associated with those Products, including any end-user license agreement. You
will not make, nor appear to make, any representations or warranties on our behalf.
- Confidential Information.
You must not disclose to any third party any information furnished by us that is designated as confidential or
which you reasonably should know is confidential given the circumstances surrounding disclosure. You may only
use this information internally for purposes of promoting, selling and supporting Product. Any other use or
disclosure requires our prior written consent (which may be provided by email).
Participation in the program is for a twelve-month period beginning on the date we notify you of your account
activation. Your participation will renew automatically for each subsequent twelve-month period. Either you or we
can terminate your participation without cause or liability at any time upon 30 days advanced written notice to
the other. Any obligation that has accrued prior to termination, such as confidentiality obligations, shall
continue following termination. Participation will be suspended immediately upon notice of any breach by you
until such breach is corrected. Upon termination of your participation in the program, all rights and benefits
granted to you shall immediately terminate, but termination does not eliminate any benefits you have earned
unless termination was a result of your breach of the terms of this agreement or the program.
You must comply with all laws applicable to your business, including the marketing and sale of the Products. You
must comply with the U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions with respect to
the Products. You must not export or re-export, directly or indirectly, any technology, products incorporating
technology or related information to any country for which any agency of the United States of America has
prohibited such export or re-export unless you have obtained an export license or other governmental approval, if
applicable. You shall indemnify us from any claims made against us arising out of or related to your failure to
comply with any law.
Governing Language and Law
The Stellar Partner Program is a global initiative, but in order to administer this program we need a common set
of rules. Therefore, although we may provide translations of this agreement into other languages, the English
language version of this agreement takes precedent and the agreement shall be governed by the laws of the State
of California without regard to its conflict of law principles. You must bring any action or proceeding arising
out of or relating to this agreement in the U.S. federal courts for the Northern District of California or in
California state court in Santa Clara County, California. You irrevocably submit to the jurisdiction of and venue
in any such court for any action we bring, although you agree that any judgment from any such court may be
enforced in your local jurisdiction. The United Nations Convention on Contracts for the International Sale of
Goods shall not apply to this agreement.
Both parties are independent contractors. In no event shall you be deemed an agent or representative of Galactic
and you shall not hold yourself out as such. You have no authority to make any commitment or agreement on our
behalf. If we reasonably believe that any representation made by you, or any business practice of yours, is
misleading or deceptive, you will promptly address it following notice from us. Each party will be solely
responsible for its own costs and expenses related to the program.
You may not assign or transfer, by operation of law or otherwise, this agreement to any third party, and any
attempt to do so shall be void and of no effect. This agreement and the other terms referenced in this agreement,
as well as any non-disclosure agreement between you and us, represent the entire agreement between you and us
regarding the program and supersede all previous oral or written communications between you and us regarding this
subject matter. This agreement may not be modified except in a writing signed by an authorized representative of
YOU ARE NOT PURCHASING PRODUCTS FROM US UNDER THIS AGREEMENT. THEREFORE, WE ARE NOT LIABLE TO YOU FOR CLAIMS
ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDING PRODUCTS, INCLUDING FOR WARRANTY, PRODUCT LIABILITY OR
INTELLECTUAL PROPERTY INFRINGEMENT RELATED TO YOUR MARKETING, SALE OR USE OF PRODUCTS.
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY ARISING OUT OF THIS AGREEMENT FOR ANY
RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN
IF THE PARTIES HAVE BEEN INFORMED OF THE POTENTIAL OF SUCH LOSS OR DAMAGE. THE TERMS OF THIS PARAGRAPH DO NOT
APPLY TO YOUR OBLIGATIONS REGARDING THE MARKS, CONFIDENTIALITY AND COMPLIANCE WITH LAWS.