Reseller Agreement
Category: Reseller Agreement
RESELLER AGREEMENT
This Reseller Agreement (this “Agreement”) is made and entered into this 8th day of June, 2007 (the “Effective Date”) by and between Transparensee Systems, Inc., a Delaware corporation having its principal place of business at 225 East, 6th Street, #5H, New York, New York 10003 (“Licensor”), and DigitalFX International, Inc., a Florida corporation having its principal place of business at 3035 East Patrick Lane, Suite #9, Las Vegas, Nevada 89120 (“Reseller”).
1. DEFINITIONS:
(a) “Confidential Information” means the confidential and/or proprietary information of the licensing party (whether such information is or is not marked or identified as confidential or proprietary), including software (in object and source code form), inventions (whether or not patentable), trade secrets, ideas, know-how, techniques, processes, formulas, algorithms, schematics, research, development, software design and architecture, testing procedures, design and functional specifications, problem reports and performance information, marketing and financial plans and data. “Confidential Information” does not include information that Reseller can show through documentary evidence: (a) is or becomes publicly known through no fault, act or omission of Reseller; (b) is known by or in the possession of Reseller prior to its receipt from Licensor; or (c) is lawfully obtained from a third party who rightfully possesses the information (without confidentiality or proprietary restriction) and who did not receive it, directly or indirectly, from Licensor.
(b) “Documentation” means Licensor’s standard end user documentation for the Licensed Software, as modified from time to time by Licensor in its sole discretion.
(c) “End User” means a licensee of the Licensed Software who acquires such software for normal personal use or business end use and not for resale or distribution.
(d) “End User License” means Licensor’s standard end user license agreement for the Licensed Software, as modified from time to time by Licensor in its sole discretion.
(e) “Intellectual Property Rights” means all present and future copyrights, trademark rights, service mark rights, trade secret rights, patent rights, moral rights, and other intellectual property and proprietary rights recognized in any jurisdiction.
(f) “License Agreement” means the Software License and Services Agreement entered into by the parties hereto, of even date herewith, pursuant to which Licensor licenses to Reseller the Licensed Software for the uses set forth therein.
(g) “Licensed Software” means the software(s) made available by Licensor under this Agreement, and under the License Agreement.
(h) “Product Unit” means a single retail-ready package containing one (1) copy of the Licensed Software in object code format stored on a single tangible medium, or delivered electronically, the End User License, Documentation, packaging, and/or other items as determined by Licensor in its sole discretion.
(i) “Term” shall have the meaning set forth in Section 7.
(j) “Territory” means worldwide, except to the extent limited by U.S. export laws and the applicable import and export laws of foreign jurisdictions, as described in Section 10.
2. APPOINTMENT; LICENSE:
(a) Appointment. Subject to the terms and conditions set forth herein, Licensor hereby appoints Reseller as Licensor’s independent, authorized, non-exclusive reseller of the Product Units in the Territory during the Term, and Reseller hereby accepts such appointment.
(b) License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Reseller a non-exclusive license that may be solely exercised within the Territory: (i) to distribute directly to End Users in the Territory the Product Units ordered pursuant to Section 5 for use in accordance with the terms and conditions of the End User Agreement; and (ii) to use, install and operate the Licensed Software (solely on Reseller’s systems) for the sole purpose of: (a) testing and evaluation of the Licensed Software; (b) training Reseller’s personnel and marketing affiliates in the marketing and sale of the Licensed Software; and (c) demonstrating and promoting the Licensed Software to potential End Users. The rights granted hereunder may not be sublicensed or assigned except to Reseller’s marketing affiliates and subdistributors solely for the purpose of licensing, distributing and/or selling the Product Units to End Users. Licensor reserves the right, from time to time and in its sole discretion, inside or outside the Territory, to increase or decrease the number of authorized resellers of the Product Units and to distribute Product Units using its own personnel or independent sales representatives or via any other distribution channel.
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