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. Reseller shall have no right to participate in Affiliate program. eMagicOne 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, but it should not be more than 10% lower than eMagicOne's current pricing as listed on product website. Reseller's website cannot replicate eMagicOne websites or use eMagicOne in domain name. Logos cannot be used in headers, favicons and site must clearly state that it is a reselle's/official partner's website, but not developer's website.
2. Product prices listed in Reseller Program are exclusive of any taxes, fees, duties, value added, withholding, or other additional payments. eMagicOne 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 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 reselling to a sister company having the same effect, without express permission of eMagicOne.
4. Reseller shall pay for the distributed licenses to eMagicOne in predefined time period. Failure of Reseller to collect payment for Product from End User shall not relieve Reseller of his obligation to pay the commission to eMagicOne.
4.2. In case of terms violation, eMagicOne has the right to disable all unpaid licenses created by Reseller and disable the Reseller within the following month.
5. eMagicOne will issue to Reseller limited number of 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 eMagicOne. 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 eMagicOne.
6. eMagicOne doesn't allow reselling services it offers (update, upgrade and support services).
1. 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.
2. Reseller shall be responsible for all End User customer billing, and payments charging from End User.
3. It is prohibited to resell additional licenses to customer who doesn't have primary license yet.
4. End Users shall be considered primarily to be the customer of Reseller. eMagicOne will honor Reseller's request to contact or not to contact End User in the normal course of business. However, eMagicOne reserves the right to maintain lists of End Users and contact End User if the need arises.
5. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.
6. Reseller shall indemnify and hold eMagicOne 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.
7. Reseller shall be authorized to use certain eMagicOne trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by eMagicOne to reseller with the express intent of their use for such purposes. Use of such content shall be subject to eMagicOne's usage policies, which eMagicOne reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which eMagicOne shall have the right to prevent Reseller from using if eMagicOne finds it to be objectionable or for any other reason. eMagicOne shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.
8. Reseller should make at least one sale within 6 months to keep his reseller status (active status and 30% discount). In case no sales are made within this period, the Reseller status will be disabled without any notifications.
1. eMagicOne shall be responsible for all End User technical support.
2. eMagicOne reserves the ability to refuse Reseller the right to promote eMagicOne products, or any other affiliation with eMagicOne.
3. eMagicOne shall not be responsible for acts by third-parties, or other events outside eMagicOne's reasonable control.
4. Nothing in this Agreement shall prohibit eMagicOne from selling Products directly to any customer desired without involvement of or obligation to Reseller.
5. 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 eMagicOne.
6. Reseller agrees that all of eMagicOne's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain at disposal of eMagicOne. Reseller shall act merely as a reseller of Products, and shall gain no rights over eMagicOne or its Products.
The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Ternopil, Ukraine, under law of Ukraine.
1. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.
2. Once accepted into the Program, this Agreement between eMagicOne and Reseller shall remain in force until cancelled by either party; eMagicOne may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than thirty (30) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any fee to eMagicOne. Upon termination Reseller shall lose all rights granted under this Agreement.
3. Both eMagicOne and Reseller agree that this Agreement does not establish an employer-employee relationship between eMagicOne 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 eMagicOne. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.
4. eMagicOne MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. eMagicOne 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.
5. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of eMagicOne.
6. 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 eMagicOne.
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