VDS TECHNOLOGIES RESELLER AGREEMENT
"Program" refers to the VDS Technologies Reseller Program.
"Products" refer to the VDS Technologies products available for resale by the Reseller.
"Reseller" refers to a legally certified reseller of products and a member of the VDS Technologies Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells Products.
1. Upon acceptance into the Program, Reseller shall have the right to purchase VDS Technologies Products with a 30% discount for resale to their End User customers. VDS Technologies reserves the right to change the discount rate at any time without prior notice. Reseller may establish at its own discretion the resale price of Products.
2. Reseller shall certify to VDS Technologies that Reseller has a valid resale license for their state or other applicable region. VDS Technologies shall not charge sales tax on sales made to Reseller, since all sales are intended for resale to End Users. Reseller shall be responsible for assessment, collection, remittance, accounting, reporting, and all other such legal responsibilities of sales tax for Reseller's sales to End Users.
3. Reseller shall not purchase Products with the discount for Reseller's own use, or for resale to a sister company having the same effect.
4. Unless otherwise agreed to, all purchases shall be paid for at the time of ordering via credit card on the Reseller's specific account page. Failure of Reseller to collect payment for Product from End User shall not relieve Reseller of their obligation to pay any monies due to VDS Technologies.
5. Upon purchase of Product, VDS Technologies shall issue any registration codes necessary to unlock Product for use by End User. Reseller agrees to use each registration code for exactly one copy of Product sold to End User, or as otherwise instructed by VDS Technologies. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, or in any way that violates Product's License Agreement, unless otherwise authorized by VDS Technologies.
RIGHTS AND OBLIGATIONS OF RESELLER
6. Reseller agrees that End User shall be bound by the terms of the License Agreement accompanying each Product. Reseller shall have no authority to modify in any way the terms of any License Agreement, nor to make any representations or warranties contrary to the License Agreements. Reseller shall make a good-faith effort to ensure that End User is aware of and complies with all License Agreements.
7. Reseller shall be responsible for all End User sales support, billing, and collection of payments from End User.
8. End Users shall be considered primarily to be the customer of Reseller. VDS Technologies will honor Reseller's request to contact or not to contact End User in the normal course of business. However, VDS Technologies reserves the right to maintain lists of End Users and contact End User if the need arises.
9. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.
10. Reseller shall indemnify and hold VDS Technologies harmless from and against any and all claims, losses, or damages that may arise from Reseller's marketing, installation, sale, or support of any Product.
11. Reseller shall be authorized to use certain VDS Technologies trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by VDS Technologies to reseller with the express intent of their use for such purposes. Use of such content shall be subject to VDS Technologies's usage policies, which VDS Technologies reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which VDS Technologies shall have the right to prevent Reseller from using if VDS Technologies finds it to be objectionable or for any other reason. VDS Technologies shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.
12. Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, or reproduce Products except as provided for in this Agreement. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of VDS Technologies.
13. Reseller agrees that all of VDS Technologies's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with VDS Technologies. Reseller shall act merely as a reseller of Products, and shall gain no rights over VDS Technologies or Products.
RIGHTS AND OBLIGATIONS OF VDS TECHNOLOGIES
14. VDS Technologies shall extend to Reseller its normal return/credit policy. Reseller shall be responsible for any and all refunds to be issued to End User.
15. VDS Technologies reserves the right to refuse Reseller the right to promote VDS Technologies, Products, or any other affiliation with VDS Technologies.
16. VDS Technologies shall not be responsible for Acts of God, acts by third parties, or other events outside VDS Technologies's reasonable control.
17. VDS Technologies provides all the technical support to End Users by e-mail.
18. Nothing in this Agreement shall prohibit VDS Technologies from selling Products directly to any customer desired without involvement of or obligation to Reseller.
ACCEPTANCE AND TERMINATION
19. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.
20. Once accepted into the Program, this Agreement between VDS Technologies and Reseller shall remain in force until cancelled by either party; VDS Technologies may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than forty-five (45) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to VDS Technologies. Upon termination Reseller shall lose all rights granted under this Agreement.
21. Both VDS Technologies and Reseller agree that this Agreement does not establish an employer-employee relationship between VDS Technologies and Reseller. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense. Reseller shall not be construed to be a legal partner of VDS Technologies. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.
22. This Agreement shall be governed by the laws of the State of Delaware. If any provision is found to be non-binding then the remaining provisions shall remain in force. In case of litigation to resolve issues between the parties, the prevailing party is entitled to compensation for reasonable legal fees. Any actions brought under this Agreement shall be brought before the United States District Court, District of Delaware.
23. VDS TECHNOLOGIES MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. VDS TECHNOLOGIES SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS.
24. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of VDS Technologies.
25. This Agreement constitutes the entire Agreement and understanding between the parties. No term or provisions of this Agreement may be changed, waived, discharged without written approval of VDS Technologies. This Agreement is agreed to by the undersigned parties.