Updated May 19, 2025
These Broadgrail Product License Reseller Agreement (the “Agreement”) govern the purchase and use of software licenses (each a “License”) by you (“Client”) from Broadgrail, LLC (“Broadgrail”). By signing or electronically accepting this Agreement, Client agrees to be bound by these terms.
1. Definitions
1.1. “Quote”: A document issued by Broadgrail specifying the software products, editions, quantities, pricing, and expiration date, which shall be valid for thirty (30) days from its issuance.
1.2. “Authorized Products”: Software titles and editions listed in a valid Quote issued by Broadgrail.
1.3. “End User”: The natural person or legal entity that ultimately installs or operates the Licensed Product.
1.4. “Subscription License”: A time-limited License granting use rights for a specified period subject to renewal.
1.5. “Perpetual License”: A one-time purchase License granting use rights in perpetuity, subject to maintenance and support terms.
2. Scope of Resale
2.1. Broadgrail acts solely as a reseller of Authorized Products and does not develop or own the software licensed hereby.
2.2. License grants are subject to the original licensor’s terms and conditions (“Vendor EULA”). Client agrees to comply with all applicable Vendor EULA provisions.
3. Orders and Acceptance
3.1. All Orders are subject to acceptance by Broadgrail. Broadgrail may decline any Order in its sole discretion.
3.2. Pricing is as set forth in the applicable Quote. All Quotes are valid for thirty (30) days from issuance. Prices exclude taxes, duties, and shipping, which are Client’s responsibility.
3.3. Payment terms: Net 15 days from invoice date, unless otherwise agreed in writing.
3.4. Price Changes. Vendor(s) may change the price of Authorized Products or associated Services at any time in accordance with their own terms and conditions. If Client does not agree to a price change, Client must cancel the affected Order and cease use of the Services before the new price takes effect. Where a Quote specifies a fixed term and price, that price shall remain in force for the duration of the fixed term.
4. License Delivery
4.1. Upon acceptance of an Order and receipt of payment, Broadgrail will, when applicable, deliver License keys, activation instructions, or download links via email or portal access.
4.2. Delivery dates are estimates only. Broadgrail is not liable for delays caused by Vendors or third parties.
5. Client Responsibilities
Client is responsible for maintaining license records and ensuring compliance with the Vendor EULA.
6. Disclaimers
6.1. No Warranty: Broadgrail provides Licenses “AS IS” and disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
6.2. No Support Obligation: Unless separately contracted, Broadgrail has no obligation to provide technical support, maintenance, updates, or upgrades.
6.3. Third-Party Products: Client acknowledges that Authorized Products are governed by third-party terms and that Broadgrail’s liability is limited as set forth in Section 7.
7. Limitation of Liability
7.1. To the maximum extent permitted by law, Broadgrail’s total liability arising out of or related to this Agreement shall not exceed the total license fees paid by Client under the applicable Order.
7.2. In no event shall Broadgrail be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits or data, even if advised of the possibility of such damages.
8. Termination
8.1. This Agreement may be terminated by Broadgrail if Client fails to pay the fees when due or breaches any material term and does not cure within 15 days of written notice.
8.2. Upon termination, Client must cease all use of the Licenses and delete or destroy all copies of the software.
9. Governing Law & Dispute Resolution
9.1. This Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflict-of-law principles.
9.2. Any dispute arising under or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Newark, New Jersey.
10. Miscellaneous
10.1. Entire Agreement: This Agreement, together with any Vendor EULAs incorporated by reference, constitutes the entire understanding between the parties regarding License resale.
10.2. Amendments and Notifications. Broadgrail may amend these terms from time to time. For material changes, Broadgrail will notify Client by email to the address on file prior to the change’s effective date. The updated Agreement will be available at https://broadgrail.com/broadgrail-product-license-reseller-agreement/. Subscription Licenses will automatically renew under the updated pricing and terms unless Client cancels prior to renewal. Perpetual Licenses and new Quotes will be governed by the updated terms.
10.3. Severability: If any provision is held invalid, the remaining provisions remain in full force and effect.
10.4. Notices: All notices must be in writing and delivered by email to the addresses on file or by certified mail.