This Agreement is between JROX Technologies ("COMPANY") and the reseller ("Reseller") and establishes the terms and conditions for Reseller's participation in the JROX Technologies Reseller Program (the "Program"). Under the Program, JROX Technologies will provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller's purchase and license of JROX Technologies products for resale. 1. Reseller Qualification 1.1 In order to ensure adequate technical and marketing support to end users, eligibility to resell JROX Technologies products is subject to meeting authorization requirements as described in the Program Materials. These Program Materials contain a detailed description of the benefits to a Reseller of as well as the requirements of a Reseller under this program. Reseller will not sell JROX Technologies products without arranging for adequate post-sales support. 2. Relationships 2.1. Reseller is an independent contractor engaged in purchasing JROX Technologies products for resale to its customers. Reseller is not an agent or legal representative of JROX Technologies for any purpose, and has no authority to act for, bind or commit JROX Technologies. 2.2. Reseller has no authority to make any commitment on behalf of JROX Technologies with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with JROX Technologies products. Reseller will indemnify JROX Technologies from liability for any modified warranty or other commitment by Reseller not specifically authorized by JROX Technologies. 2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of JROX Technologies. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by JROX Technologies immediately upon notice from JROX Technologies. 2.4 Reseller is responsible for all technical support and issues that arise from resale of JROX products or services. Under no circumstance will reseller hold JROX Technologies, Inc liable for any technical issues that may arise from reselling of products. 3. Term, Limitations, Termination 3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and JROX Technologies. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement. 3.2. JROX Technologies or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination. 3.3. JROX Technologies may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice. 3.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse. 3.5 All License Purchases made by reseller are non-refundable under any circumstances. Reseller has the option to change the domain name associated with any license key purchased. 4. Reseller Programs 4.1. JROX Technologies Reseller program will contain various participation levels. JROX Technologies will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by JROX Technologies as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. JROX Technologies reserves the right to terminate or modify such programs at any time at its sole discretion. 4.2. Reseller shall exert best efforts to market JROX Technologies products, and is able to use promotional materials supplied by JROX Technologies. 4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the JROX Technologies products in general, and will have access to appropriate JROX Technologies sales and technical training. 4.4. JROX Technologies does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. JROX Technologies specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it. 4.5. Reseller is expected and encouraged to advertise and promote the sales of JROX Technologies products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. JROX Technologies must approve all original materials that use JROX Technologies name or trademarks (aside from modifying existing JROX Technologies supplied template materials). JROX Technologies will assist Reseller in advertising and promoting JROX Technologies products in accordance with JROX Technologies policy. 5. Limitation of Liability UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL JROX Technologies BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE. 6. Use of JROX Technologies Trademarks 6.1. Reseller acknowledges the following: 6.1.a. JROX Technologies owns all right, title and interest in the JROX Technologies names and logotypes. 6.1.b. JROX Technologies is the owner of certain other trademarks and tradenames used in connection with certain product lines and software. 6.1.c.Reseller will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with JROX Technologies. 6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the JROX Technologies products. Reseller may also use the JROX Technologies trademarks and trade names to promote and solicit sales or licensing of JROX Technologies products if done so in strict accordance with JROX Technologies guidelines. Reseller will not adopt or use such trademarks or tradenames, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others. 6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the JROX Technologies and JROX Technologies names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the JROX Technologies products. 7. Product Warranty 7.1. The warranty terms and conditions will be as specified in the JROX Technologies Standard Terms and Conditions of Sale. 7.2. JROX Technologies'S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. Software 8.1 The software license terms will be specified in JROX Technologies Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties. 9. Proprietary Information 9.1 JROX Technologies and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, "due diligence" means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement. 9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to JROX Technologies. Reseller shall not have any right to manufacture JROX Technologies products. 10. Export Controls Regardless of any disclosure made by Reseller to JROX Technologies or Distributor of an ultimate destination of JROX Technologies products, Reseller shall not export, either directly or indirectly, any documentation, JROX Technologies products, or system incorporating such JROX Technologies products. 11. Compliance with Laws Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold JROX Technologies harmless for all liability or damages caused by Reseller's failure to comply with the terms of this provision. 12. Government Contract Conditions In the event that Reseller elects to sell JROX Technologies products or services to the U.S. Government, Reseller does so solely at its own option and risk, and agrees not to obligate JROX Technologies as a subcontractor or otherwise to the U.S. Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. JROX Technologies makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations. 13. Miscellaneous Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location stated on the first page of this Agreement (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it. This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Pennsylvania law governs this Agreement without consideration to that body of law referred to as "conflicts of laws". JROX Technologies and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.
I Accept the Agreement
