Reseller Agreement

DEFINITIONS

"VIP Quality Software" refers to VIP Quality Software, a privately held company.
"Program" refers to the VIP Quality Software Reseller Program.
"Products" refers to the VIP Quality Software products available for resale by the Reseller. Products are listed in Reseller Program.
"Reseller" refers to a legally certified reseller of products and a member of the VIP Quality Software Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells Products.

TERMS

1. Reseller Program lists Products that can be resold by Reseller, along with list price, Reseller purchase discount and general terms. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed in Reseller Program for resale to their End User customers. VIP Quality Software reserves the right to change Reseller Program at any time without prior notice. Reseller may establish at its own discretion the resale price of Products.

2. Product prices listed in Reseller Program are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. VIP Quality Software 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 Product for Reseller's own use, or for resale to a sister company having the same effect, without express permission of VIP Quality Software.

4. VIP Quality Software shall extend payment terms of net 30 days to Reseller. Failure of Reseller to collect payment for Product from End User shall not relieve Reseller of their obligation to pay any monies due to VIP Quality Software.

5. Upon purchase of Product, VIP Quality Software 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 VIP Quality Software. 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 VIP Quality Software.

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 customer support, billing, and collection of payments from End User.

8. End Users shall be considered primarily to be the customer of Reseller. VIP Quality Software will honor Reseller's request to contact or not to contact End User in the normal course of business. However, VIP Quality Software 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 VIP Quality Software 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 VIP Quality Software trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by VIP Quality Software to reseller with the express intent of their use for such purposes. Use of such content shall be subject to VIP Quality Software's usage policies, which VIP Quality Software reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which VIP Quality Software shall have the right to prevent Reseller from using if VIP Quality Software finds it to be objectionable or for any other reason. VIP Quality Software shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.

RIGHTS AND OBLIGATIONS OF VIP QUALITY SOFTWARE

12. VIP Quality Software shall be responsible for all End User technical support.

13. VIP Quality Software reserves the right to refuse Reseller the right to promote VIP Quality Software, Products, or any other affiliation with VIP Quality Software.

14. VIP Quality Software shall not be responsible for Acts of God, acts by third parties, or other events outside VIP Quality Software's reasonable control.

15. Nothing in this Agreement shall prohibit VIP Quality Software from selling Products directly to any customer desired without involvement of or obligation to Reseller.

16. 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 VIP Quality Software.

17. Reseller agrees that all of VIP Quality Software's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with VIP Quality Software. Reseller shall act merely as a reseller of Products, and shall gain no rights over VIP Quality Software or Products.

ACCEPTANCE AND TERMINATION

18. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.

19. Once accepted into the Program, this Agreement between VIP Quality Software and Reseller shall remain in force until cancelled by either party; VIP Quality Software 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 VIP Quality Software. Upon termination Reseller shall lose all rights granted under this Agreement.

20. Both VIP Quality Software and Reseller agree that this Agreement does not establish an employer-employee relationship between VIP Quality Software 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 VIP Quality Software. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

21. VIP QUALITY SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. VIP QUALITY SOFTWARE 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.

22. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of VIP Quality Software.

23. 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 VIP Quality Software.

This Agreement is agreed to by the undersigned parties.