1. Marketing Approval
We may approve you as an
SoftShadowSecurity Business Partner based on information
you provided in the application. If we do approve your application,
as our PlzMayI Business Partner, we approve you under the terms of
this Agreement to market to [A] End Users or [B] Resellers, the Products
and the Maintenance and Support Services specified in this Agreement.
[A] End User is anyone, who is not part of the Enterprise of which you
are a part, who acquires Products or uses Services for its own use and
not for resale.
[B] Enterprise is any legal entity and the subsidiaries it owns by
more than 50%.
[C] Reseller/Distributor [To End Users] is any organization that sells
products and services to end-users.
[D] Reseller/Distributor [To Resellers] is any organization that sells
products and services to resellers.
3. Our Relationship
Each of us agrees that:
3.1 each of us are responsible for our own expenses regarding fulfillment
of our responsibilities and obligations under the terms of this Agreement;
3.2 neither of us will assume or create any obligations on behalf of
the other or make any representations or warranties about the other,
other than those authorized;
3.3 neither of us will bring a legal action against the other more than
two years after the cause of action arose, unless otherwise provided
by local law without the possibility of contractual waiver;
3.4 failure by either of us to insist on strict performance or to exercise
a right when entitled does not prevent either of us from doing so at
a later time, either in relation to that default or any subsequent one;
3.5 all information exchanged between us is non-confidential, unless
both of us agree otherwise in writing;
3.6 PlzMayI may change the terms of this Agreement on one month's
written notice. Otherwise, for any other change to be valid, both of
us must agree in writing. Changes are not retroactive. Additional or
different terms in a communication from you are void;
3.7 each of us will comply with all applicable laws and regulations
such as those governing consumer transactions.
4. Your responsibilities to PlzMayI Inc.
4.1 to provide us, or our representative, with access to your facilities
in order for us to fulfill our obligations and to review your compliance
with the Agreement;
4.2 your rights under this Agreement are not property rights and, therefore,
you cannot transfer them to anyone else or encumber them in any way;
4.3 to maintain the criteria we specified when we approved you;
4.4 to retain records of each product and Service transaction for three
years and provide us relevant records on request. We may reproduce and
retain copies of these records;
4.5 that your conduct under this Agreement will be consistent with the
antiboycott laws and regulations of the United States;
4.6 be responsible for customer satisfaction and to participate in customer
satisfaction programs as we determine.
5. SoftShadowSecurity's responsibilities to you We agree to:
5.1 Provide you with training to market our NetWorksA-OK Appliance.
5.2 Provide you with all the necessary material and inputs including
products and services required to perform a sale.
5.3 Provide installation and post-installation support for the offering
5.4 Provide you with a discount for marketing our product.
6. Status Change You agree to give us prompt written notice (unless precluded by
law or regulation) of any substantive change or anticipated change to
the information supplied in your application. Upon notification of such
change, (or in event of failure to give notice of such change), PlzMayI
may, at its sole discretion, immediately terminate this Agreement.
7. Marketing Funds and Promotional Offerings We may provide marketing funds and promotional offerings. If we
do, you agree to use them according to our guidelines and to maintain
records of your activities regarding the use of such funds and offering
for three years. We may withdraw or recover marketing funds and promotional
offerings from you if you breach any terms of the Agreement. Upon notification
of termination of the Agreement, marketing funds and promotional offerings
will no longer be available for use by you, unless we specify otherwise
8. Export and Import You may actively market Products and Services only within the United
States or other geography [_________________]. You may not market outside
this scope, and you agree not to use anyone else to do so.
9. Trademarks We will notify you with written guidelines of the PlzMayI Business
Partner title and emblem, which you are authorized to use. You may not
modify the emblem in any way. You may use our Trademarks (which includes
the title, emblem, PlzMayI Trademarks and service marks) only; within
the geographic scope of this Agreement
9.1 in association with Products and Services we approve you to market;
9.2 as described in the written guidelines provided to you.
The royalty normally associated with non-exclusive use of the Trademarks
will be waived, since the use of this asset is in conjunction with marketing
activities supporting sales of Products and Services.
You agree to promptly modify any advertising or promotional materials
that do not comply with our guidelines. If you receive any complaints
about your use of a Trademark, you agree to promptly notify us. When
this Agreement ends, you agree to promptly stop using our Trademarks.
If you do not, you agree to pay any expenses and fees we incur in getting
you to stop.
You agree not to register or use any mark that is confusingly similar
to any of our Trademarks.
Our Trademarks, and any goodwill resulting from your use of them, belong
10. Liability You will indemnify us for third party claims made against us arising
out of your conduct under this Agreement.
In the event of a default in the performance of this Agreement, including
fundamental breach, tort, negligence, or misrepresentation a) either
party will only be liable to the other for any actual direct damages
up to amounts paid or payable to
SoftShadowSecurity , and b) neither of us will be liable for any lost profits,
business, revenue, goodwill or anticipated savings, special, indirect,
incidental or for any economical consequential damages, even if advised
of their possibility. These limitations will not apply to 1) your obligation
to indemnify us for third party claims made against us arising out of
your conduct under this Agreement, 2) any claim based on your breach
of our intellectual property rights, including failure to use Trademarks
in accordance with our guidelines, 3) your misrepresentation or fraud,
particularly regarding statements, claims or warranties not authorized
by us, and 4) any liability, including liability based on intent or
gross negligence, which under applicable mandatory law may not be excluded
11. Electronic Communications
Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing to the extent permissible
under applicable law. Both of us agree that for all electronic communications,
an identification code (called a "user ID") contained in an
electronic document is legally sufficient to verify the sender's identity
and the document's authenticity.
12. Ending the Agreement
Regardless of the contract duration, or any renewal period in effect,
either of us may terminate this Agreement, with or without cause, on
one months' written notice. If, under applicable law, a longer period
is mandatory, then the notice period is the minimum notice period allowable.
If we terminate for cause we may, at our discretion, allow you a reasonable
opportunity to cure. If you fail to do so, the date of termination is
that specified in the notice.
However, if either party breaches a material term of the Agreement,
the other party may terminate the Agreement on written notice. Examples
of such breach by you are : if you do not maintain customer satisfaction
; if you repudiate this Agreement ; or if you make any material misrepresentations
to us. You agree that our only obligation is to provide the notice called
for in this section and we are not liable for any claims or losses if
we do so.
You agree that if we permit you to perform certain activities after
this Agreement ends, you will do so under the terms of this Agreement.
13. Geographic Scope
All the rights and obligations of both of us are valid only in the United
States or other geography [_________________].
14. Governing Law
The laws of the State of New York, without regard to conflict of laws
principles, govern this Agreement.
The "United Nations Convention on the International Sale of Goods"
does not apply.
Details of Our Relationship
This Agreement will have duration of 24 months with an Agreement Start
Date effective the first of the month following SoftShadowSecurity's approval.
We will confirm such approval and the Agreement Start Date to you in
Unless we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two-year periods.
However, you may advise us in writing not to renew the Agreement. Each
of us is responsible to provide the other three month's written notice
if the Agreement will not be renewed.
This Agreement is the complete agreement regarding this relationship,
and replaces any prior oral or written communications between us. Any
reproduction of this Agreement made by reliable means (for example,
photocopy or facsimile) is considered an original, to the extent permissible
under applicable law, and all Products and Services you market and Services
you perform under this Agreement are subject to it.
You are approved to market PlzMayI products and services below as
Reseller/Distributor [To End Users]
Distributor [To Resellers]
Products and Services you are approved to market:
NetWorksA-OK Appliance with Maintenance and Support Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the Effective Date.
PlzMayI Inc. Date :______/______/______
_____________________ Date :______/______/______
Please complete and fax all pages to 603.386.7200 Attention: Sales Administration
Or mail to:
One New Hampshire Ave
Portsmouth NH 03801