RESELLER AGREEMENT // Jan 2015
THIS RESELLER AGREEMENT ("AGREEMENT"), IS ENTERED INTO BETWEEN YOU (“RESELLER")
AND ARCLAB SOFTWARE ("ARCLAB").
Arclab Software GbR
and Lappert, Peter GbR)
Arclab Software GbR
RESELLER agrees to resell the software to end users in accordance with the
terms of this agreement and the "End User License Agreement" at www.arclab.com/en/lic.html.
This agreement is not exclusive to RESELLER, and ARCLAB reserves the unrestricted
right to sell, license, market and distribute or to grant to others the right
to sell, license, market and distribute the software anywhere in the world.
RELATIONSSHIP OF PARTIES
Nothing contained in this AGREEMENT shall create or imply any agency relationship
between the parties, nor shall this AGREEMENT be deemed to constitute a joint
venture or partnership between the parties. Neither party shall have authority
to act for or on behalf of the other, except as expressly provided for in this
AGREEMENT. Each party acknowledges and agrees that it is not authorized to bind
the other party to any contract or agreement of any nature whatsoever.
Subject to the terms and conditions of this AGREEMENT, ARCLAB grants RESELLER
a non-transferable, non-assignable license, without right to sublicense, to
market, promote and resell software products developed by ARCLAB, and use it
solely for its performance under this AGREEMENT.RESELLER will place its orders
directly with ARCLAB. RESELLER agrees to provide ARCLAB the name and email address
of it's client for the software products. RESELLER shall not make any representation
or warranty regarding the software products to any third party. All intellectual
property rights shall remain with ARCLAB.
PRICES AND PAYMENT
All prices for the software products provided by ARCLAB to RESELLER are in
USD or EURO (within the European Union).
The prices paid by RESELLER to
ARCLAB for the software products shall be sixty (60) percent of the price on
ARCLAB's current end user price (40% discount).
RESELLER may set the prices
for the software products for resale.
RESELLER shall be responsible for paying
all taxes of any nature which become due with regard to the software products
it purchases and/or resells, except for taxes on ARCLAB's income, irrespective
of which party may be responsible for reporting or collecting such taxes.
Payments are due upon presentation of software product serial number. If due
to bank charges, transfer fees, or the like, ARCLAB should receive less than
its invoice amount, ARCLAB will re-invoice RESELLER for the shortfall. Should
payment in full of any invoice not be received by ARCLAB within seven (7) days
after presentation, ARCLAB has the right to terminate this AGREEMENT.
LIMITATION OF ARCLAB's OBLIGATION AND LIABILITY
ARCLAB shall not be liable to RESELLER or any of its customers for any special
indirect, consequential, incidental or exemplary damages, including, but not
limited to, loss of business, loss of profit, loss or damage resulting from
the loss of data, inability to access internet, or inability to transmit or
receive information, caused by, or resulting from, delays, non-deliveries, or
service interruptions caused by ARCLAB or the software products, even if ARCLAB
has been advised of the possibility of such damages.
Furthermore, you guarantee that (i) the material on your Web site does not
contain representations of violence, sexually-explicit content or discriminatory
statements or representations with respect to race, sex, religion, nationality,
disability, sexual orientation or age, nor is it illegal in any other way; (ii)
the material used does not infringe the rights of third parties, especially
no patent, authorial, brand or other commercial property rights or general personal
rights; (iii) you do not send any e-mail without the express, previous permission
of the recipient of the e-mail (spam e-mails).
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID BY A COURT OF COMPETENT
JURISDICTION, THEN THE REMAINING PROVISIONS SHALL NEVERTHELESS REMAIN IN FULL
FORCE AND EFFECT. THIS AGREEMENT IS GOVERNED BY AND CONSTRUED UNDER THE LAWS
OF THE FEDERAL REPUBLIC OF GERMANY. THE COURT LOCATED IN REGENSBURG, GERMANY
SHALL HAVE EXCLUSIVE JURISDICTION TO ADJUDICATE ANY NON-ARBITRABLE DISPUTE ARISING
OUT OF THIS AGREEMENT.