Please print this order form, fill it out, sign the bottom,
initial each page, and fax it to us at 813-354-3583 with your reseller
or wholesale certificate.
This reseller program agreement ("Agreement"), made this (Month & Date) ___________________
(Year) _______ by and between IDAutomation.com Incorporated, a business
formed and operating under laws of Florida, having its principal place
of business in Tampa, Florida, hereinafter after referred to as "Manufacturer" and ______________________________________ hereinafter referred to as "Reseller."
Witnesseth:
Whereas, Manufacturer has acquired unique experience,
special skill, technique and knowledge in the development, manufacture
and provision of IDAutomation software, tools, encoders and licenses
for use and application in the commercial business market, hereinafter
referred to as "Software."
Whereas, Manufacturer is offering a duly copyrighted
product, and whereas the aforementioned has distinctive and valuable
significance to the public, and Reseller desires to resell Software to their customers, hereinafter referred to as "Client." Now therefore, the parties mutually agree as follows:
Qualifications:
The Reseller must meet all of the following six requirements:
Reseller must be a reseller of hardware or software solutions.
A minimum $300 order.
The reseller must provide IDAutomation a wholesale or resale certificate.
Reseller must commit to promote IDAutomation products. The program is not offered for one-time purchases.
The reseller may not use the reseller program to purchase
products for the reseller's company, any sister organization, or any
subsidiary
Reseller agrees to provide at least one of the following
Marketing Promotions to IDAUTOMATION.COM to encourage future sales.
(PLEASE CIRCLE THE PROMOTIONS THAT RESELLER IS PROVIDING)
If Reseller has a printed product catalog, Reseller must
promote IDAutomation.com products in the Reseller's printed product
catalog.
If Reseller has website where products are sold, Reseller
must promote IDAutomation.com products on the Reseller's website. This
option can be also be automated by The IDAutomation affiliate program.
If Reseller has a product database that is shared with at
least 20 other organizations, Reseller must promote IDAutomation
products in this database.
Software Distribution, Licensing and Tampering:
THE RESELLER PROGRAM REQUIRES THE PRODUCT BE RESOLD TO
ANOTHER ORGANIZATION; THE RESELLER MAY NOT USE THE RESELLER PROGRAM TO
PURCHASE PRODUCTS FOR THE RESELLER'S OWN COMPANY, ANY SISTER
ORGANIZATION, OR ANY SUBSIDIARY - Any such use is a violation of this
Agreement and the applicable Software License Agreement.
Manufacturer's Software (including licenses for the
software) are protected by copyright law and international treaties.
Reseller may not alter, merge, modify, or adapt Software in any way
including reverse engineering, disassembling or decompiling.
Unauthorized reproduction or distribution of Software, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law.
Manufacturer's Software has been labeled with a unique
serial number on the CD ROM. After purchase by Client, Client will be
required to provide the serial number(s) for Software updates or
technical support. Reseller may not alter, copy or create serial
numbers or licenses for Software. Reseller shall not change the license
type of Software or distribute Software or a Software License that has
not been purchased from Manufacturer.
Reseller shall consult Client to determine the appropriate
license to sell to Client for Software. Reseller shall not knowingly
sell Software to Clients that violate the Software license agreement.
For example, reseller shall not sell a Single User License to a client
for use on more than one computer. Manufacturer's License Agreements
may be viewed by the links provided at the bottom of each product page
or at http://www.idautomation.com/licenses.html.
In the event an affiliate cookie was active or an order was
placed by an affiliate link for our affiliate program, the Reseller
will receive the discount and the affiliate will not receive the credit.
Reseller shall not distribute Software electronically unless authorized in writing by Manufacturer.
Software Resale Process; Below is the process used to resell IDAutomation software.
Obtain Reseller Code - after completion of this agreement, Reseller will be supplied a "Reseller Code" that is used to purchase any product from IDAutomation.com at the reseller discount rate. The "Reseller Code" is valid for 5 years and allows 30% off the purchase price.
Add Products to Shopping Cart - from
IDAutomation.com, add the products the Reseller wishes to resell to
his/her shopping cart. The Reseller may use the IDAutomation site index
at: http://www.idautomation.com/sitemap/
Shipping Address - during checkout, Reseller must
enter information in the Shipping Address fields for the customer that
will use the software. All software will be licensed to the
organization listed in the Shipping Address.
Enter your Reseller Code - Enter the discount code
in the shipping options page of the order process - that allows the
Reseller to obtain the reseller discount.
CD Drop Shipping - only one (1) CD is shipped per
product per order. The cost of the CD is $9.99, plus shipping and
handling and is not subject to the reseller discount. The Reseller must
choose the "Software on CD" option to have IDAutomation drop ship the
CD to the customer.
Downloaded Software - may be forwarded to the Client while the Client waits for CDs to arrive.
Software Sale, Stock and Pricing:
Minimum Orders - Orders and reorders of Software for resale by Reseller must be over $300.00 USD.
One CD Per Order - Only one CD is shipped per order that is drop shipped.
Distribution to Reseller - Payment is processed and
software is shipped by a third party distribution company. For problems
with the Reseller's order, please contact us. Payment by credit card is preferred, but may also be made by check to IDAutomation.com Inc. by following the order process defined at: http://www.idautomation.com/online_order_process.html#Reseller_Order
Reseller’s Cost - It is hereby
agreed that Reseller shall purchase from Manufacturer the Software at a
30% discount from the current retail price. Manufacturer's prices are
subject to change without notice.
Shipping Costs - There is a shipping and handling
fee assessed based on shipping options selected per CD. Shipping
charges are subject to change without notice.
Applicable Taxes - Reseller shall be responsible for
all applicable state and local sales tax collection as well as any
import duties or VAT fees and payment.
Technical Support and Documentation:
Manufacturer shall make available product and support
materials deemed necessary by Manufacturer for proper operation by
Reseller. Manufacturer currently provides technical support at the
following URL: http://www.idautomation.com/support.htm
Manufacturer agrees to attach manual within the CD ROM
and/or ZIP file to provide installation procedures to Reseller or
Client. Manufacturer will additionally consult and advise Reseller or
Client if requested, by email or phone.
Manufacturer grants Reseller the right to use the
proprietary marks, logos, version name, as well as a continuing source
of product as long as this agreement is in effect and to be identified
as a member of the Manufacturer field organization in connection with
the operations of a business providing the Software for as long as this
agreement is in force and effect.
Manufacturer grants Reseller the right to link to
evaluation versions of Software which can be found at Manufacturer's
website or at http://www.idautomation.com/sitemap/.
Manufacturer hereby assigns Reseller to conduct business as a Reseller.
Proprietary Product:
Value - It is expressly recognized that any and all
goodwill associated with identified logos and version names of Software
accrues directly and exclusively to the benefit of Manufacturer, and
that on the expiration or termination of the Agreement, no monetary
amount shall be assigned as attributable to any goodwill associated
with Reseller’s activities as granted under proprietary marks.
Obligations - Reseller shall not make purchases or
perform any other activity or incur any obligation of indebtedness in
such a way as to in any way obligate Manufacturer for said acts.
Status and Liability:
Status - This Agreement does not constitute Reseller
as Agent, legal representative, joint venture, employee or servant of
Manufacturer for any purpose whatsoever; and it is deemed understood
between parties that Reseller shall be an independent contractor and is
in no way authorized to make any license, contract, agreement, warranty
or representation on behalf of Manufacturer, or to create any
obligations expressed or inspired on behalf of Manufacturer beyond the
regular sales of Software.
Liability - Under no circumstances shall
Manufacturer be liable for any act, omission, debt or other obligation
of Reseller. Reseller shall indemnify and hold Manufacturer harmless
against any such claim and the cost of defending such claims arising
directly or indirectly in connection with Reseller’s operation of
the Reseller program, with the exception of a breach of this Agreement
by Manufacturer. Manufacturer shall likewise hold Reseller harmless
against any such claim and the cost of defending such claims arising
directly or indirectly in connection with Manufacturer’s breach
of this Agreement.
Transfer Rights and Resale Privileges:
Reseller may sell or transfer the rights under this
agreement provided the provisions of this agreement and the procedures
for such transfer applicable to all Resellers are fully complied with.
Reseller shall not assign, sell, or transfer any right under this
agreement without prior written consent from Manufacturer.
If a proposed transfer would have the effect of
transferring the Reseller program to a person other than the original
signatories to the Agreement, it is mutually agreed that the transferee
will execute the Agreement then being offered to all new Resellers.
In the event of Resellers’ deaths - The legal
representative of said individuals shall within 60 days of death advise
Manufacturer of the person who will operate the Reseller program.
Termination; Except for purposes of resale or transfer as
provided above, this Agreement may be terminated only by Reseller or by
Manufacturer as provided below:
By Reseller - Reseller may terminate this Agreement
at any time by notifying Manufacturer in writing at least 30 days prior
to the proposed terminal date, of Reseller’s intent to cancel
this Agreement. Reseller assumes responsibility for complete payment
and discharge, on or before the terminal date, of all obligations, both
to Manufacturer and to other parties, incurred by Reseller in the
operation of this business.
By Manufacturer - Manufacturer may terminate this
Agreement at any time upon 30 days notice. Termination will ensue if
Reseller has failed to make timely payment of any such monies owing to
Manufacturer or has violated a provision of the Agreement and has been
notified in writing of such default, and has failed to remedy such
default with 30 days of giving such notice.
By Manufacturer (due to change of distribution method)
- Manufacturer may decide to distribute products through a distributor
at a future date. The purpose of the distributor will be to handle
technical support and distribute IDAutomation's products to resellers.
Upon such an arrangement, Reseller will be notified and shall make
arrangements to purchase products for resale from the distributor
within 30 days of this notification.
Covenants:
Reseller agrees that during the term of the
Agreement and for a period of one year after expiration or termination
of this Agreement, regardless of the cause of termination, Reseller
shall not divert or attempt to divert any business of, or any former or
existing customers of the Manufacturer to any competitor of the
Manufacturer, by direct or indirect inducement, or otherwise regardless
of geographic location.
Manufacturer agrees not to intentionally solicit any business from any customer of Reseller with whom Manufacturer is placed into contact with by Reseller during the term of the Agreement and for a period of one year after expiration or termination of this Agreement with the following exceptions that will not be considered a breach of this Agreement: (1) Any customer of
Reseller may respond to any form of advertising by Manufacturer and
order products from Manufacturer as long as Manufacturer is not
directly targeting Reseller, (2) any customer of Reseller may order products from Manufacturer that are not offered by Reseller and (3) any former customer of Manufacturer shall have the right to order directly from Manufacturer.
Contract Administration:
Applicable Law - This Agreement after review by
Reseller, was accepted in the State of Florida, in the USA and shall be
interpreted and construed under the laws thereof, which laws shall
prevail in the event of any conflict of laws.
Entire Agreement - The Agreement constitutes the
entire, full and complete agreement, understandings, representation,
conditions, and covenants by and between the parties hereto. Neither
party shall be liable for any representation made unless expressly set
forth herein, and the Agreement may not be modified or amended except
in writing signed by both parties hereto.
Disclaimer - Reseller acknowledges that Reseller
understands the Manufacturer's Reseller Program and recognizes that the
business venture contemplated by this Agreement involves business risks
and will largely be dependent upon the ability of the Reseller as an
independent business person. Manufacturer expressly disclaims the
making of, and Reseller acknowledges that the Reseller has not received
any guaranty, express or implied, as to the potential volume, profits,
or success of the business venture contemplated by the Agreement.
Modification - From time to time, this agreement may
be modified in writing by the signing of all parties, hereto which
modification shall become a part of this agreement.
Reseller Information:
Business Name:
Website URL..:
First Name...:
Last Name....:
Address......:
City.........:
State........:
ZIP Code.....:
Country......:
Phone number.:
Email address:
(Please print clearly)
As the Reseller, what promotions (described in qualifications) is Reseller providing:
___________________________________________________________________
Reseller (Must be completed by a director,
officer or manager of Resellers' organization, reseller must also
initial each page of the printed form) I agree to this reseller contract and I declare all information above is true and accurate to the best of my knowledge.