SOFTWARE RESELLER AGREEMENT
This Reseller Agreement (the "Agreement") is made as of today ("Effective Date"), by and between you ("Reseller") and iCode Software, a Delhi corporation ("Company"), to appoint Reseller a reseller of the software products listed in Exhibit A (the "Products") in accordance with the terms and conditions of this Agreement.
BY CLICKING TO AGREE YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS RESELLER AGREEMENT AND AGREE TO BE BOUND BY THEM.
1.1 Appointment. Company hereby appoints Reseller as a nonexclusive reseller of the Product in object code form only. Company shall deliver the object of the Products to Reseller; Reseller may only distribute the Products in object code form.
1.1.1 Distribution Limitation. Reseller hereby covenants that Reseller shall not distribute the software program for free or on auction sites.
1.2 Products. As described in Exhibit A.
1.3 Title. Title to the Products will remain with Company. Reseller shall distribute the Products solely with a copy of Company's end user license agreement accompanying the Products ("End User License"), a copy of which is attached as Exhibit B.
2. PRICES, ORDERS, DELIVERY AND PAYMENT
2.1 Prices and Payment. Reseller shall pay Company $7.00 for the right to distribute the Products under this Agreement.
2.2 No Refunds. There shall be no refunds under this Agreement for any reason, including termination of this Agreement under paragraph 5.2. Additionally, Reseller covenants not to initiate any chargeback request with Reseller's bank related to this Agreement, except if Reseller did not receive delivery of the Products.
2.3 Marketing and Support. Company has no obligation to provide any technical or customer service support for the Products, to either Reseller or customers of Resellers.
3. TRADEMARKS AND NOTICES
3.1 Trademarks. Reseller is not authorized to use Company's current and future trademarks, service marks and trade names ("Marks") in connection with the marketing and distribution of Products pursuant to this Agreement or for any other reason.
4. WARRANTY DISCLAIMER. COMPANY HEREBY DISCLAIMS ANY WARRANTIES ON THE PRODUCTS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY PROVIDES NO WARRANTIES WHATSOEVER TO RESELLER OR RESELLER'S CUSTOMERS.
5. TERM AND TERMINATION
5.1 Term. This Agreement will commence in force on the Effective Date and will continue for a term of one hundred (100) years, unless sooner terminated under this Section 7. This Agreement will automatically renew for successive 1 year terms unless terminated by either party upon no less than 30 days written notice prior to the termination of the initial or any renewal term.
5.2 Termination. This Agreement shall terminate immediately upon a material breach of any provision of this Agreement by either party. Company reserves the right to serve written or email notice upon Reseller for any material breach of this Agreement, notwithstanding any automatic termination that occurs prior to such notice. The provisions of Sections 1.3, 2.1, 3.1, 4, 6, 7, 8 and 9 will survive expiration or termination of this Agreement.
6. CONFIDENTIAL INFORMATION. "Confidential Information" means any information disclosed by one party to the other pursuant to this Agreement which is marked "Confidential," "Proprietary," or in some similar manner. Each party shall treat as confidential all Confidential Information of the other party, and shall not use such Confidential Information except to exercise its rights or perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party. This paragraph will not apply to any Confidential Information which is generally known and available, or in the public domain through no fault of the receiver.
7. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY
7.1 Intellectual Property. Company makes NO warranties whatsoever regarding the intellectual property contained in the Products, and Reseller hereby acknowledges that Reseller is receiving the Products "as is" without any warranties from Company related to intellectual property. Additionally, Reseller hereby covenants that Reseller will include this complete disclaimer of any intellectual property or other warranties in end user agreements entered into by customers of Reseller. THIS SECTION 7 STATES THE SOLE LIABILITY OF COMPANY WITH RESPECT TO ANY INFRINGEMENT BY THE PRODUCTS OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY CLAIM.
7.2 Indemnification. If Reseller fails to disclaim all intellectual property and other warranties in end user agreements with Reseller's customers, Reseller shall defend, or at its option settle, or pay any damages awarded in any claim, suit or proceeding brought against Company by customers of Reseller on the issue that the Products infringe any copyright, trade secret or trademark of any third party.
8. LIMITATION OF LIABILITY. COMPANY'S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNTS PAID BY RESELLER TO COMPANY UNDER THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. MISCELLANEOUS. If any portion of this Agreement is held to be unenforceable, the remainder of this Agreement will remain valid. This Agreement may not be assigned by Reseller without Company's prior written consent. Subject to the preceding sentence, this Agreement will inure to the benefit of the parties' successors and assigns. The relationship of Company and Reseller established by this Agreement is that of independent contractors. All notices must be either sent registered or certified mail, return receipt requested, or served personally. This Agreement will be governed by the laws of the State of Delhi without regard to its conflicts of laws provisions. The state and federal courts within Delhi, India will have exclusive jurisdiction over all disputes arising out of this Agreement. The terms and conditions of this Agreement constitute the entire Agreement between the parties and supersede all previous agreements, whether oral or written, between the parties with respect to the subject matter hereof. Without limiting the above, all purchase orders will be governed by the terms and conditions of this Agreement notwithstanding any preprinted terms and conditions. Reseller shall hold Company harmless from any loss, expense, cost, liability or damage, including attorneys' fees, of Company arising out of acts of Reseller contemplated by this Agreement. No amendment or waiver of this Agreement will be binding unless it has been assented to in writing by both parties.
Evolution - The Sales Letter Processor
Software Reference Guide - Information on using the "Evolution" Software.