Reseller Agreement
Definitions
"Sliced Bread Content Management Suite" refers to Sliced Bread Content Management Suite which is owned by enflexion PTY LTD.
"Program" refers to the Sliced Bread Content Management Suite Software Reseller Program.
"Software" & "Products" refers to the Sliced Bread Content Management Suite software products available for resale by the Reseller.
"Reseller" refers to a reseller of products and a Sliced Bread Content Management Suite approved member of the Sliced Bread Content Management Suite Software Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells any Sliced Bread Content Management Suite Products.
About this agreement
1. This is a Non-Exclusive Reseller Appointment. Sliced Bread Content Management Suite appoints Reseller as a worldwide, non-exclusive reseller of the Sliced Bread Content Management Suite Software Products.
2. The software is the property of enflexion PTY LTD.
3. The software is protected by local and international copyright laws and treaties. Nobody may install or use the software unless they have a license with Sliced Bread Content Management Suite. Nobody may resell the software unless they have been approved by Sliced Bread Content Management Suite for the Sliced Bread Content Management Suite Software Reseller Program.
Terms
1. The Product List, lists Products that can be resold by Reseller along with price and cost details. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed in the Reseller Product Chart for resale to their End User customers. Sliced Bread Content Management Suite reserves the right to change the Reseller Product Chart at any time without prior notice. Reseller may not discount the Recommended Retail Price of the Software.
2. Reseller shall not purchase Product for Reseller's own use, or for resale to a sister company having the same effect, without express permission of Sliced Bread Content Management Suite.
3. Upon purchase of Product, Sliced Bread Content Management Suite 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 Sliced Bread Content Management Suite. 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 Sliced Bread Content Management Suite.
Rights and obligations of reseller
1. 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.
2. Reseller shall be responsible for all End User customer support, technical support, billing, and collection of payments from End User.
3. End Users shall be considered primarily to be the customer of Reseller. Sliced Bread Content Management Suite will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Sliced Bread Content Management Suite reserves the right to maintain lists of End Users and contact End User if the need arises.
4. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.
5. Reseller shall indemnify and hold Sliced Bread Content Management Suite 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.
6. Reseller shall be authorized to use certain Sliced Bread Content Management Suite trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by Sliced Bread Content Management Suite to reseller with the express intent of their use for such purposes. Use of such content shall be subject to Sliced Bread Content Management Suite's usage policies, which Sliced Bread Content Management Suite reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which Sliced Bread Content Management Suite shall have the right to prevent Reseller from using if Sliced Bread Content Management Suite finds it to be objectionable or for any other reason. Sliced Bread Content Management Suite shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.
7. 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 may not partake in any activity that may cause source code, serial numbers or business secrets to be revealed. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of Sliced Bread Content Management Suite.
8. Reseller agrees that all of Sliced Bread Content Management Suite's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Sliced Bread Content Management Suite. Reseller shall act merely as a reseller of Products, and shall gain no rights over Sliced Bread Content Management Suite or Products.
Rights and obligations of Sliced Bread Content Management Suite
1. Sliced Bread Content Management Suite reserves the right to change the Products that a Reseller is allowed to sell. Should changes occur to the Products that the Reseller is allowed to sell, Sliced Bread Content Management Suite will attempt, but is not obliged to, inform Reseller of such changes by e-mail.
2. Nothing in this Agreement shall prohibit Sliced Bread Content Management Suite from selling Products directly to any customer desired without involvement of any obligation whatsoever to Reseller.
3. Sliced Bread Content Management Suite reserves the right to refuse Reseller the right to promote Sliced Bread Content Management Suite, Products, or any other affiliation with Sliced Bread Content Management Suite.
4. Sliced Bread Content Management Suite reserves the right to change any of the Products and prices as it sees fit.
Acceptance and termination
1. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.
2. Once accepted into the Program, this Agreement between Sliced Bread Content Management Suite and Reseller shall remain in force until cancelled by either party; Sliced Bread Content Management Suite may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than thirty (30) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to Sliced Bread Content Management Suite. Upon termination Reseller shall lose all rights granted under this Agreement.
3. Both Sliced Bread Content Management Suite and Reseller agree that this Agreement does not establish an employer-employee relationship between Sliced Bread Content Management Suite 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 Sliced Bread Content Management Suite. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.
4. This Agreement shall be governed by the laws of the State of
5. Sliced Bread Content Management Suite supplies the software as-is and makes no representations or warranties, express or implied, by way of example but not of limitation, of merchantability or fitness for any particular purpose. Sliced Bread Content Management Suite 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.
6. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Sliced Bread Content Management Suite.
7. 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 Sliced Bread Content Management Suite. This Agreement is agreed to by the undersigned parties.
