Reseller Agreement

BY SUBMITTING THE ONLINE APPLICATION YOU AGREE TO HAVE READ, UNDERSTAND AND ACCEPTED THE TERMS AND CONDITIONS OF THE HEREUNDER AGREEMENT.

The Reseller Agreement

This is a legal Agreement
between
the Reseller
and
CodeTwo S.C. (www.codetwo.com)
ul.Wolności 16, 58-500, Jelenia Góra, Poland,
VAT ID: PL6112622141

Preamble

1. The purpose of the hereunder Agreement is to establish the terms and conditions by which the Reseller will sell and distribute the Software to end-users. The end-users are hereinafter referred to as the Customers.
2. The Agreement hereof contains the complete list of terms and conditions that the Reseller is bound to follow in the CodeTwo Reseller Program.

§ 1 Subject of the Agreement

1. The Subject of the Agreement concerning the Software produced by CodeTwo, and all modifications thereto, all related program documentation including user guides, operating manuals and specifications in the hereunder Agreement are hereinafter referred to as the Software.
2. CodeTwo has the right, in its sole discretion, to modify, delete, add or remove additional software to Reseller's appointment hereunder.

§ 2 The Reseller's Obligations

1. To start the enrollment process, the Reseller is obliged to complete and submit the online registration form at http://www.codetwo.com/reseller-registration-form/. Although the applications are auto-approved, the Producer reserves the right to re-evaluate the application and to reject the Reseller's application at his sole discretion.
   Furthermore, the Producer may cancel the application instantly if the Reseller's site:
   1. Promotes sexually explicit materials.
   2. Promotes violence.
   3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   4. Promotes illegal activities.
   5. Incorporates any materials which infringe or assist others to infringe upon any copyright, trademark or other intellectual property rights or to violate the law.
   6. Includes "codetwo.com" or variations or misspellings thereof in its domain name.

§ 3 Performance and the Termination of the Agreement

1. The Producer has the right to monitor the Resellers performance at any time to determine if the terms and conditions of the Agreement hereof are followed.
2. The Producer will notify the Reseller of any changes to the Resellers performance that should be made. If the aforementioned changes are not applied accordingly, the Producer reserves the right to terminate the Resellers participation in the CodeTwo Reseller Program.
3. The Agreement hereof enters into force prior to the acceptance of the Resellers application and will continue unless terminated.
4. Either the Producer or the Reseller may terminate this Agreement at any time, with or without cause, by submitting a written notice to the other party. The written notice shall be submitted by mail, e-mail or fax.
5. The Agreement will be terminated instantly by the Producer upon any breach of the Agreement hereof by the Reseller.
6. The Producer reserves the right to terminate the Agreement hereof instantly and without any notice if the Reseller commits fraud upon the CodeTwo Reseller Program or should he infringe any terms or conditions set hereof. If such fraud or infringement is detected, the Producer shall not be liable to the Reseller for any commissions derived from such fraudulent actions.

§ 4 Marketing Materials and Program Profits

1. The Producer will provide the Reseller with the free of charge marketing materials concerning the Software.
2. All the marketing materials issued by the Producer have to be treated as confidential.
3. All marketing materials of the Software other than materials provided by the Producer will be submitted by the Reseller to the Producer for the approval prior to be distributed to Customers.
4. As a member of the CodeTwo Reseller Program, the Reseller will have access to:
   1. Free demonstration license of the Software to demonstrate or train Customers,
   2. Promotional materials (banners ,JPGs, PDF files , DVD/CDs presentations),
   3. CodeTwo Technical Support.

§ 5 Payment and Discount

1. The Producer uses a third party, hereinafter referred to as PayPal, to process all the payments under the Agreement hereof. Furthermore, the Reseller is bound to review PayPal's payment terms and conditions.
2. The Reseller is granted following discounts subject to achieving the stated sales level of a given product group:

Public Folders resellers discount

commission level

USD turnover

EURO turnover

20%

initial discount

25%

650

470

30%

2500

1800

35%

5000

3600

40%

10000

7200

Exchange Rules & Exchange Sync resellers discount

commission level

USD turnover

EURO turnover

20%

initial discount

25%

5000

3500

30%

10000

7000

35%

15000

10500

40%

25000

17500

§ 6 Legal Provisions and Trademark

1. The Producer hereby declares that the Subject of the Agreement fulfills all the binding legal provisions.
2. The Producer declares that they are the creator as well as the lawful owner of the Subject of the Agreement.
3. Within the duration of the Agreement, the Subject of the Agreement can be sold and distributed solely under the Producer's Trademark.
4. The Reseller has the right to use Company's name or trademark prior to Company's written approval.
5. The CodeTwo Trademark is used exclusively to distribute the Software.
6. The Agreement hereof does not grant the Reseller any right to copy any of the Software provided by the Producer.
7. The Producer may modify any of the terms and conditions of the Agreement hereof at any time at his sole discretion. In such a case, the Reseller will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and CodeTwo Reseller Program rules. If any modification is unacceptable to the Reseller, the Agreement will be terminated instantly. The Resellers continued participation in the CodeTwo Reseller Program, will be indicated by the Reseller's acceptance of the introduced changes.
8. Except as stated herein, the Producer gives no warranty concerning the Software, express or implied, including without limitation any implied warranty of merchantability or fitness for particular purpose. In lieu of warranty, the Producer provides Customer Support Services for the Software set in the Agreement hereof. Under no circumstances will the Producer be liable to reseller or any other person or entity for any loss, injury or damage, direct or indirect, incidental, special or consequential, which arises out from the Software in any manner.
9. Neither Party will be liable to the other Party for any consequential, special, contingent or punitive damages as a result of a breach of the Agreement hereof or as a result of any indemnification obligations. The Producer will not be liable for any amounts outstanding or due to the Reseller from their Customers.

§ 7 Intellectual Property

1. Any rights and title to the Software and the documentation, the know-how, methodologies and improvements associated with any of the foregoing and all trade names, trademarks and service marks used by the Producer in regards to any of the foregoing (collectively, the "Intellectual Property") are owned by the Producer.
2. The Intellectual Property is protected by the intellectual property laws and the international treaty provisions.
3. The Agreement hereof does not entitle the Reseller to claim any ownership interest or other proprietary right in the Intellectual Property and, except otherwise set forth in the Agreement hereof, the Reseller may not copy or otherwise use the Intellectual Property.
4. The Reseller will not dispute or contest for any reason whatsoever, during the duration of the Agreement or thereafter, the validity, ownership or enforceability of any of the Intellectual Property, nor attempt to acquire or damage the value of the goodwill associated with any of the Intellectual Property.

§ 8 Final Clause

1. The Reseller agrees to be an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Reseller and the Producer. Furthermore, the Reseller has no authority to make or accept any offers or representations on the Producer's behalf.
2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
3. The Agreement hereof shall be governed by the laws of the Republic of Poland.
4. In case of the impossibility in resolving a dispute out of court, both Parties of the Agreement hereof shall submit to the resolution of a competent court in the jurisdiction of the Producer.
5. Any disputes or any breach of the hereunder agreement will fall under any applicable laws of the Polish civil legal code and copyright laws having jurisdiction of court applicable to the principal place of business of the Producer.
6. The Agreement hereof represents the entire agreement between the Producer and the Reseller, and shall supersede all prior agreements and communications of the parties, oral or written.
7. In the case of affirming that the hereunder Agreement in part or in whole is incompatible with law for any reason, both Parties are obligated towards imposing such changes within the content in order that the incompatibilities be removed.
8. If, within the duration of the Agreement, should any applicable laws during the drawing up of the Agreement change in such a way, that the significance of any individual clause of the Agreement change, that the new legal regulations apply to the relationship of the laws which regulate the Agreement, both Parties are obligated to appropriately modify the Agreement in part or in whole, in such a way to restore the original meaning.
9. In case of the impossibility in abiding by the Agreement's clauses by either Parties due to an act of God, negotiations will take place with the purpose of modifying the legally binding regulations of the hereunder Agreement, or with the purpose to find a solution and to settle any open balances.
10. The Producer is not liable to Reseller or any Customer for any failure or delay of the Producer in supplying or delivering any Software or any maintenance, support or other services which is caused by an event of Force Majeure. "Force Majeure" means any circumstance whatsoever which is not within the reasonable control of the Producer, including an act of God, war, insurrection, riot, strike or other labor dispute, shortage or delay in delivery of materials, fire, explosion, flood, government requisition or allocation, equipment or facilities, interruption or delay in transportation, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval. Company will give prompt notice to Reseller of any event of Force Majeure.
11. Any changes or amendments of the hereunder Agreement shall be in written form; otherwise they will be regarded as null and void.
12. The Reseller will take all reasonable steps necessary or desirable to protect Producer's proprietary rights of the Software and will cooperate with Company to protect such rights.