New Reseller Signup
Step 1: Read, Understand and Accept the Following EAZ Solution Reseller Agreement
This agreement is made by and between EAZ SOLUTION, INC.(EAZ) a Texas Corporation, and you (Reseller) with reference to the following facts: WHEREAS, EAZ is the owner of certain software products which include all of EAZ'S software products (the Software); WHEREAS, Reseller provides software and hardware related marketing, sales and consulting services for distributors, resellers and end users who distribute, resell or license the Software; and WHEREAS, the parties wish to enter into an Agreement for certain distribution, marketing, sales, maintenance and support of the Software NOW, THEREFORE, in consideration of the mutual covenants and conditions stated herein, the parties hereby agree as follows: 1. Appointment EAZ appoints and designates Reseller as a non-exclusive reseller to actively distribute, resell, sell, market, promote, service and solicit orders for EAZ's Software within the Territory, defined below. EAZ provides Software to Reseller in accordance with the distributor discount pricing structure set forth in Exhibit A. 2. Term The term of this Agreement shall be one year, and may be renewed thereafter by both parties. 3. Software For purposes of this Agreement, the term "Software" includes Eazy Fix product suite including Eazy Fix Professional, Eazy Fix Remote Management Console, Baseline Shield and Easy Image. Other products may be added from time to time as they become available or for specifically approved sales opportunities. Approval for other products must be in writing and in advance of Reseller presenting to the end user and/or Reseller's channels. 4. Reseller's Obligations Relating to Distributing the Software A. Reseller and its employees shall not have any authority to make, and will not make, any representation or warranty on behalf of EAZ. Reseller and its employees shall not in any manner assume or create any obligation or responsibility, express or implied, on behalf of or in the name of EAZ, or act for or bind EAZ in any respect except as expressly permitted in this Agreement. B. Reseller shall provide the implementation and training associated with the installations of the Software as necessary and, unless otherwise agreed, Reseller shall bill Reseller channels and its customers at rates to be negotiated between Reseller and those channels/customers. Reseller shall also provide installation and maintenance services upon request from its customers. Nothing in this Section 4(b) shall prohibit Reseller from utilizing, in Reseller's sole discretion, Reseller channels to provide such implementation, training, installation or maintenance services to end user customers. 5. EAZ Obligations Relating to Distributing the Software A. EAZ shall inform and instruct Reseller as to the Software and provide guidance, as reasonably necessary, to enable Reseller to carry out its responsibilities under this Agreement. B. EAZ shall supply all necessary demonstration working copies of the Software to Reseller for its use in the promotion and marketing of the Software. All copies of the Software shall remain the property of EAZ and shall be subject to the confidentiality provisions of Section 9 of this Agreement; however, Reseller shall have the right to distribute such promotion and marketing demonstration copies to the Reseller channels for the sole purpose of demonstrating the Software to end user customers. C. EAZ shall respect Reseller's end user and Reseller customer base and not undercut pricing or breach a letter of intent for buying of licenses of EAZ'S Software. D. EAZ and its employees shall not have authority to make, and will not make any representation or warranty on behalf of Reseller. EAZ and its employees shall not in any manner assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Reseller or act for or bind Reseller in any respect except as expressly permitted in this Agreement. 6. EAZ'S Obligations Relating to Developing the Software EAZ will direct or conduct core development of the Software, which will be done at EAZ'S sole expense. 7. License A. EAZ hereby grants to Reseller and Reseller channels the right and license to display the Software to potential end user customers in connection with the efforts of Reseller to promote the licensing of the Software under the terms of this Agreement. B. Reseller agrees to discontinue all use of EAZ'S Trademarks and software upon termination of this Agreement or upon written request from EAZ. C. All licenses granted in this Section 8 shall be further subject to the following restrictions: ?The Software shall remain the property of EAZ. ?Prior to any disclosure of the Software to Reseller Resellers and/or potential end user customers, Reseller shall, using industry standard commercial means, protect EAZ's intellectual property during such disclosure. ?Except as otherwise provided or permitted herein, Reseller shall not make or permit its agents or employees to make any copies of the Software. 8. Confidentiality A. Confidential or Proprietary information, as used herein, shall include the certain property, knowledge or information of EAZ or Reseller or concerning any of their respective business, software, assets, or financial condition, no matter how such information was acquired, including (i) the identity of Reseller channels, end users and prospects, their specific requirements, and the names, addresses and telephone numbers of the individual contacts and prospects; (ii) prices, renewal dates and other detailed terms of Reseller channel, customer and supplier contracts and proposals; (iii) pricing policies, marketing and sales strategies, methods of delivering products and services, and product and service development projects and strategies; (iv) source code, object code, formats, user manuals, technical manuals and other documentation for Software products; (v) screen designs, report designs and other designs, concepts and visual expressions for Software products; (vi) designs, concepts, know how, user manuals, technical manuals and other documentation for business; (vii) employment and payroll records; (viii) forecasts, budgets, and other nonpublic financial information; and (ix) expansion plans, management policies, methods of operation and other business strategies and policies. B. Reseller hereby acknowledges that the Software is the property of EAZ; Reseller shall not transfer, disclose, display or otherwise make available any Software or related documentation or copies or portions thereof to any other entity or third party except as expressly permitted in herein or as required by judicial order, process or subpoena. Reseller agrees to secure and protect the Software and related documentation so as to maintain the proprietary rights of EAZ therein, including appropriate instructions to, and agreement with, its employees. C. The parties agree not to disclose the terms of this Agreement to any third parties except as they may specifically have a need to know so that the disclosing party may perform its obligations, whether under this Agreement or otherwise. 9. Prices Prices as stated in the Price List are those which are in effect on the date EAZ accepts the Order. The Price and fees for Products do not include any applicable handling charges, interest charges, transportation, freight charges, insurance charges, cancellation charges, or any rescheduling charges, all of which will be invoiced to and paid by Reseller in addition to the Price or fee for Products. EAZ reserves the right to change the Price List. 10. License Acceptance EAZ reserves the right to reject any order, or to cancel any order or any part thereof for credit concerns or any other reason deemed by EAZ in its sole discretion to be sufficient. EAZ shall transmit to Reseller written notification of rejection of an order submitted by Reseller within seven (7) days of receiving such order. All orders shall be deemed accepted after such seven (7) days if no notification has been received by Reseller from EAZ. 11. Terms of Payment EAZ shall invoice Reseller upon delivery of orders. All payments are due thirty (30) days from EAZ's invoice date. Reseller agrees that should any payments not be made when due, then interest on such overdue payments shall be paid by Reseller at the rate of 1 ? per month, or the maximum allowable by law, whichever is less until the Price, including service charges, has been fully paid. However this shall not be construed as obligating EAZ to grant any extension of time in the terms of payment. All payments shall be in U.S. dollars. 12. Returns EAZ will only accept returns within thirty (30 ) days of the purchase. 13. Warranties Limitation of Liability EAZ does not represent or warrant that copies of the Software will always be available for use by Reseller pursuant to this Agreement. EAZ agrees to use reasonable efforts to make Software readily available, but in no event shall EAZ be liable for damages, including any lost profits, or other incidental or consequential damages arising out of the unavailability, use or performance of the Software. 14. Termination A. In the event that either party breaches either this Agreement, the non-breaching party shall have the option of terminating this Agreement by providing written notice of its intent. The non-breaching party shall have all rights available to it in law or equity to protect trade secrets or intellectual property rights hereunder. B. This Agreement may be terminated with or without cause by either Party with a thirty (30) days advance notice by providing written notification to the other party. 15. Dispute Resolution The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by mediation in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes. If the matter has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of the commencement of such procedure (which period may be extended by mutual agreement), or if either party will not participate in mediation, then either party may initiate litigation upon fifteen (15) days' written notice to the other party. 16. Indemnification A. Each party shall indemnify the other with respect to any third party claim alleging bodily injury, including death, or damage to tangible property, to the extent such injury or damage is caused by the negligence or willful misconduct of the indemnifying party. A condition precedent to any obligation of a party to indemnify pursuant to this Section, shall be for the other party to promptly advise the indemnifying party of the claim and turn over its defense. The party being indemnified must cooperate in the defense or settlement of the claim, but the indemnifying party shall have sole control over the defense or settlement. If the defense is properly and timely tendered to the indemnifying party, then the indemnifying party must pay all litigation costs, reasonable attorney's fees, settlement payments and any damages awarded; provided, however, that this shall not be construed to require the indemnifying party to reimburse attorney's fees or related costs that the indemnified party incurs either to fulfill its obligation to cooperate, or to monitor litigation being defended by the indemnifying party. B. EAZ shall indemnify and defend Reseller, at EAZ'S expense, from and against any action brought against Reseller by a third party, to the extent that such action is based on a claim that Reseller's use of the Software infringe any United States patent or copyright, or misappropriates the trade secret rights of that third party. The conditions precedent to the duties set forth herein shall be that: (i) Reseller has given EAZ written notice in accordance with the requirements of this Agreement; (ii) such claim does not arise from modifications made by Reseller or its End Users (directly or indirectly by a third party) to the Software; and (iii) such claim does not arise from use or combination of the Software with other Software not supplied by EAZ. If the Software become, or in EAZ'S sole opinion is likely to become, the subject of a claim of infringement or misappropriation, Reseller shall permit EAZ, at EAZ'S option and expense, either to: (1) procure the right to continue using the Software; (2) replace or modify (at EAZ'S option) the Software while maintaining the functionality of the Software; or (3) accept the return of the Software and upon such return refund to End User the fees paid for such Software less depreciation calculated on a three (3) year straight line basis from the date of delivery to the date of return. C. Reseller shall indemnify and defend EAZ, at Reseller's expense, from and against any action brought against Reseller by a third party, to the extent that such action is based on a claim i) that the use of any third party's trademarks, trade names, service marks or logos by Reseller violates any third party rights; or ii) of fraudulent or negligent misrepresentations made by Reseller during the course of performing its duties and obligations hereunder. 17. Notices All notices and consents required to be given or made by the parties shall be deemed properly made if sent by facsimile, email or postal mail. 18. Limitation of Liability EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 19. Miscellaneous A. The relationship between EAZ and Reseller established by this Agreement is that of independent distributors and contractors and EAZ and Reseller shall each conduct its respective business at its own initiative, responsibility and expense, except as provided herein, and shall have no authority to incur any obligations on behalf of the other. B. This Agreement shall not be assigned by either party without the written consent of the other party; however, consent shall not be unreasonably withheld in the event that the party wishing to assign seeks assignment to a successor corporation wholly owned by the assigning party, where such assignee corporation agrees in writing to be fully bound by this Agreement. C. No modification, termination, extension, renewal, waiver or addition to the terms of this Agreement shall be binding upon a party unless set forth in a written amendment signed by an authorized representative of that party at its principal place of business. D. Neither party shall be responsible for any failure to perform or delay in performing any of its obligations hereunder where and to the extent that such failure or delay results from causes outside the reasonable control of the party. E. The parties shall comply with the provisions of all applicable government, state, province, county, and local laws, ordinances, regulations and codes (including procurement of required permits or certificates) in performance of this Agreement. Each party agrees to indemnify, defend and hold harmless the other from, any loss or damage sustained because of parties noncompliance of such laws. F. Reseller shall not modify, translate, reverse engineer, decompile or disassemble the Software, or any part thereof, and shall prohibit End Users from doing the same. All Software provided to Reseller shall be licensed to End Users pursuant to the Software License. G. Reseller's defined territory: U.S. H. Reseller shall not Distribute Products for installation outside the Territory; convert, adjust, alter or modify Products, except to the extent such action is in strict accord with the provisions of the applicable Product guide, if any, or is authorized in writing by EAZ; take any action which could reasonably be foreseen to cause a material adverse effect upon the goodwill of EAZ and/or the quality and functionality of EAZ Products. I. Reseller shall not openly publish the Software's price on the Internet below the product MSRP (Manufacturer Suggested Retail Price) without EAZ's consent. J. This Agreement and any transaction between EAZ and Reseller hereunder shall be governed by, construed and interpreted in accordance with the laws of State of Texas, United Sates. EAZ and Reseller hereby consent to the jurisdiction of the courts sitting in the Dallas, Texas. Exhibit A Reseller Discount Pricing Reseller is eligible for fifty percent (50%) discount off the MSRP (Manufacturer Suggested Retail Price) for all EAZ qualified products.
I Accept the Reseller Agreement