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Docusign Envelope ID:B6CADOAA-883E-86E2-8389-B086F8D03C26
<br /> 8.9. to train all representatives who provide the Services hereunder to proficiency to properly provide
<br /> such Services and to maintain documentation as to the content and regular occurrence of training.
<br /> 9.Representations,Warranties and Covenants of the Reseller
<br /> The Reseller represents,warrants and covenants to Flix that:
<br /> 9.1. it has the full right, power, and authority to enter into this Agreement, to grant the rights and
<br /> licenses granted under this Agreement and to perform its obligations under this Agreement;
<br /> 9.2. when executed and delivered by each of the Parties and the Reseller, this Agreement will
<br /> constitute the legal, valid and binding obligation of the Reseller, enforceable against the Reseller in
<br /> accordance with its terms;and
<br /> 9.3. it is in compliance with all laws, rules, and regulations applicable to this Agreement and the
<br /> operation of its business and shall at all times comply with all laws,rules and regulations,including but
<br /> not limited to Occupational Safety and Health Administration regulations, and at its own expense,
<br /> obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to
<br /> conduct that portion of its business relating to the performance of its obligations under this Agreement.
<br /> 10. Netting and Setoff.
<br /> 10.1. Cross-Default.Reseller's failure to timely and fully pay any fees,cash remittance,or other amounts
<br /> owed to Flix under this Agreement or any other agreement between Reseller and Flix(collectively,the
<br /> "Fees")shall constitute a material payment default(a"Payment Default").A Payment Default under any
<br /> agreement between the Parties shall constitute a cross-default under all agreements between Flix and
<br /> Reseller.
<br /> 10.2. Withholding and Setoff. Upon the occurrence of a Payment Default,and in addition to any other
<br /> rights or remedies available to Flix,Flix shall have the right,globally and across all agreements between
<br /> the Parties,to withhold,deduct,and/or set off any amounts otherwise payable by Flix to Reseller,
<br /> including without limitation commissions,location-related service fees,or other compensation of any kind
<br /> (collectively,"Reseller Payments"),against any Fees owed by Reseller to Flix,whether arising under this
<br /> Agreement or any other agreement,and whether such amounts are liquidated or unliquidated,disputed
<br /> or undisputed,matured or unmatured,invoiced or not yet invoiced.Flix may exercise such withholding or
<br /> setoff rights in its discretion until all outstanding Fees have been paid in full.Reseller shall remain fully
<br /> liable for any Fees not satisfied through the exercise of such rights.
<br /> 10.3. No Interest on Withheld Amounts.Reseller acknowledges and agrees that Flix shall have no
<br /> obligation to pay interest on any Reseller Payments withheld or set off pursuant to this Section,regardless
<br /> of the duration of such withholding.
<br /> 10.4. No Waiver;Cumulative Remedies.Flix's exercise or non-exercise of its rights under this Section
<br /> shall not constitute a waiver of any other rights or remedies available under this Agreement,any other
<br /> agreement between the Parties,or applicable law,all of which shall be cumulative.
<br /> 10.5. Survival.The provisions of this Section shall survive the expiration or termination of this Agreement
<br /> and any other agreement between the Parties until all Fees owed to Flix have been paid in full.
<br /> 11. Indemnification
<br /> EACH PARTY UNDERTAKES TO DEFEND AND INDEMNIFY THE OTHER PARTY FOR THIRD-PARTY
<br /> CLAIMS AS SET FORTH HEREIN. IT IS IMPORTANT THAT EACH PARTY READS AND UNDERSTANDS
<br /> THESE PROVISIONS PRIOR TO SIGNING THIS AGREEMENT.
<br /> Each Party(as"Indemnifying Party")shall defend, indemnify,and hold harmless the other Party and
<br /> its respective affiliates,subsidiaries,officers,directors,shareholders,employees, lenders,successors,
<br /> and assigns (collectively, the "Indemnified Party") from and against any and all losses, claims,
<br /> demands, actions, causes of action, costs, and expenses arising out of or related to the services
<br /> contemplated and/or provided under this Agreement, including without limitation claims of
<br /> discrimination against passengers,personal injury,death,property damage,and breach of data privacy
<br /> obligations, to the extent such claims are caused by the Indemnifying Party or its employees,agents,
<br /> V.11.1 April2026 Page 6 of 12
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