This Teaming Agreement (the “Agreement”) is made and entered by and between you (the “RESELLER”) and Intellisoft Solutions, Inc. (“Intellisoft”). For purposes of this Agreement, the terms “Software” shall mean any computer program which has been approved in writing by Intellisoft for the RESELLER to promote or resell.
Subject to the terms and conditions of this Agreement, Intellisoft hereby grants to you a non-exclusive, non-transferable agreement to promote and/or resell the Software in machine readable, object code form only. The Software and its corresponding documentation are copyrighted and licensed (NOT SOLD).
While Intellisoft continues to own the Software, you will have certain rights to promote and/or resell the Software. Except as may be modified by addendum which accompanies this agreement, your rights and obligations with respect to the Software are as follows:
* RESELLER Rights:
(i) INTELLISOFT shall provide the RESELLER a special discount rate on some or all INTELLISOFT software products sold on the www.managemore.com web site only. This discount rate is confidential and intended for the RESELLER only. INTELLISOFT reserves the right to make changes to the RESELLER discount rates with 30 days written notice.
(ii) RESELLER shall be provided special access to the INTELLISOFT Web Store for purchasing discounted products on behalf of the RESELLER clients.
* RESELLER Restrictions:
(iii) You are prohibited from creating your own reseller, distributor, or partner program that sells Intellisoft Products through other resellers or dealers.
(iv) You cannot sell the software at a price that is more than the advertised suggested retail price defined by INTELLISOFT.
(v) You cannot sell the software at a price that is lower than the agreed upon discount rate of the Software unless you have written permission from Intellisoft.
(vi) You cannot sell software to your own organization without written permission from Intellisoft.
(vii) You cannot advertise in certain forms of national or local media (i.e. newspapers, trade magazines, flyers, television, radio, etc.) which are already being occupied by another Intellisoft RESELLER. Direct mail, fax broadcasting and telemarketing are not in violation of this clause.
(viii) You cannot attend a convention, seminar, or trade show event for purposes of specifically selling the software if another RESELLER is already attending for that same purpose. In order to ensure that no conflict will occur, RESELLER should contact Intellisoft regarding scheduled events.
(ix) You cannot promote the software in a manner that specifically suggests you are a discounter or wholesaler of the software. Your goal in selling the software cannot be to simply advertise the fact that you sell the software for a lesser value than other RESELLERs.
(x) You cannot advertise Software prices on Internet public forums, newsgroups, chat rooms, bulletin board systems, eBay, Blogs and other public electronic mediums. You can only advertise software prices on your personal web site only.
(xi) If you are selling or advertising the Software on a web site or on an online shopping cart system, you must advertise the Software price to be no less than the same web price listed on your Reseller Price List.
(xii) You cannot be affiliated with a franchise operation which would use its RESELLER status to sell Intellisoft Products to franchisee organizations.
(xiii) You are responsible for protecting the activation code issued to you for your clients. Re-using an activation code for new licenses is strictly prohibited and will be detected by our online Registration Server process.
Intellectual Property Rights
You expressly understand and agree that the Software constitutes and includes valuable trade secrets, confidential information, ideas and expressions belonging to Intellisoft resulting from substantial creative effort and expense and agree that you will not disclose the Software or its operation to any third party. You further acknowledge that all right, title and interest in and to the Software, including associated intellectual property rights, are and shall remain with Intellisoft. You further agree to take all reasonable steps to protect the Software from unauthorized use or disclosure.
Term
This Agreement shall become effective immediately following approval of the RESELLER application and will be in effect until either party gives notice to terminate this agreement. In the event of such termination and upon notice to you of termination, you shall be required to destroy all marketing materials and cease the reselling and promotion of the software.
Payment
The RESELLER shall use the internet exclusively to purchase and download the Software for the end user. All purchases must be done online with a major credit card which belongs to the RESELLER. The end user should never be given privileged access to the RESELLER login for purchasing the Software.
Territories
Intellisoft does not provide exclusive territory for any RESELLER. As a general rule, but not policy, Intellisoft will not approve a partner if an already existing RESELLER is within a 75-mile radius of said partner.
Trademark
Intellisoft and ManageMore are trademarks of Intellisoft. No right, license, or interest to such trademarks is granted hereunder and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks.
Disclaimer of Damages
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL INTELLISOFT BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY ACTION RELATED TO THE SUBJECT MATTER OF THE LICENSE OR OTHERWISE, UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS ARISING FROM THE SALES OF THE SOFTWARE EVEN IF INTELLISOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL INTELLISOFT’S CUMULATIVE LIABILITY EXCEED THE AMOUNT OF LICENSE FEES FOR THE SOFTWARE.
The disclaimers and limitations set forth above will apply regardless of whether you accept this agreement.
Effect of Invalidity
The invalidity in whole or part of any provision hereof shall not affect the validity of any other remaining provisions hereof.
Waiver
The waiver by one party of the performance of any covenant, condition, obligation, representation, warranty, or promise in this agreement shall not invalidate this agreement or be deemed a waiver by any party of the time for performing any act or condition hereunder and does not constitute a waiver of the act or condition itself.
Publicity
Either party may disclose the fact that a teaming agreement exists between the parties. However, neither party will disclose the specific terms of this agreement, including pricing, which the parties agree to maintain as confidential.
Relationship of the Parties
The parties shall act as independent contractors in the performance of this Agreement. Neither party shall act as a representative of the other party for any purpose whatsoever, and the employees of one party shall not be deemed the employees of the other party. Nothing in this Agreement shall be construed to grant either RESELLER or INTELLISOFT the right to make commitments of any kind for or on behalf of the other party without prior written consent of the other party.
U.S. Government Restricted Rights
RESTRICTED RIGHTS LEGEND. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable, Intellisoft Solutions, Inc., P.O. Box 260897, Pembroke Pines, FL 33026.
General
This Agreement will be governed by the laws of the State of Florida. This Agreement may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both you and Intellisoft. Should you have any questions concerning this Agreement, or if you desire to contact Intellisoft for any reason, please write: Intellisoft Customer Sales and Service, P.O. Box 260897, Pembroke Pines, FL 33026.
