Alon System - Reseller Agreement

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Alon System, Inc
http://www.AlonSYS.com

Reseller License Agreement

Definitions

"Alon System" refers to Alon SYSTEM, Inc..
"Program" refers to the Alon SYSTEM Software Reseller Program.
"Software" & "Products" refers to the Alon System software products available for resale by the Reseller. These Products are listed on Alon System web site http://www.AlonSYS.com
"Reseller" refers to a reseller of products and a Ao A Media approved member of the Alon System Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells any Alon SYSTEM Products.

1. About this agreement

1.1. This is a Non-Exclusive Reseller Appointment. Alon System appoints Reseller as a worldwide, non-exclusive reseller of the Alon System Software Products.

1.2. The software is the property of Alon System, Inc.

1.3. The software is protected by local and international copyright laws and treaties. Nobody may install or use the software unless they have a license with Alon System. Nobody may resell the software unless they have been approved by Alon System for the Alon System Reseller Program.

2. How you enter this license

2.1. If you apply for and are accepted for the Alon System Reseller Program and resell Alon System Software, you are indicating your agreement to the terms in this license.

2.2. If you do not agree to these terms, you may not resell any Alon System Product.

3. The terms of your license

3.1. You have no rights but the ones set out in black & white in this agreement.

3.2. Before reselling any Alon SYSTEM Software Product, you must pay the Reseller discount price advertised when you obtained it, unless Alon System has agreed to a different price.

3.3. Your rights under this agreement only apply if you hold an A o A M e d i a acceptance into the program and receipt for payment for the products resold.

3.4. Alon System's web site http://www.AlonSYS.com/affiliate.htm lists Products that can be resold by Reseller, along with list price and Reseller purchase discount. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed on Alon System's web site for resale to their End User customers. Alon System reserves the right to change the list of Products and price at any time without prior notice.

3.5. Product prices listed on AlonSYS's web site are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Alon System 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 such legal responsibilities of sales tax for Reseller's sales to End Users.

3.6. Reseller shall not purchase Product for Reseller's own use, or for resale to a sister company having the same effect, without express permission of Alon System.

3.7. Upon purchase of a Product, Alon Me d i a shall issue any registration codes necessary to unlock that Product for use by the End User. Reseller agrees to use each registration code for exactly one copy of Product sold to the End User, or as otherwise instructed by Alon System. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, unless otherwise authorized by Alon System.

4. Rights and obligations of Reseller

4.1. Reseller may only sell the Products to third parties (End Users). If Reseller, or a sister company, needs the Products for its own use, it shall purchase the Products directly from Alon System.

4.2. End Users shall be considered primarily to be the customer of Reseller. Alon System will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Alon System reserves the right to maintain lists of End Users and contact End User if the need arises.

4.3. Reseller agrees to use its best efforts to conduct its business in an ethical manner and shall not conduct its business in a manner that would injure the reputation of A o A Med ia or the Products, which reputation the parties agree is excellent. Further, Reseller shall avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper.

4.4. Reseller agrees to maintain a website where Products will be sold from. Reseller will also provide a non-free email address for communications between A oA Media and Reseller.

4.5. Reseller shall not send or cause to be sent any unsolicited email (commonly known as "spam") or newsgroup postings, regarding Products. In the event of Reseller sending unsolicited email or newsgroup postings, this agreement will be terminated and all payments to Reseller will be withheld.

4.6. Reseller agrees not to divulge commission structures and other related confidential information to third parties.

5. Rights and obligations of Alon System

5.1. Alon SYSTEM reserves the right to change the Products that a Reseller is allowed to sell. Should changes occur to the Products that the Reseller is allowed to sell, Alon System will attempt, but is not obliged to, inform Reseller of such changes by e-mail.

5.2. Nothing in this Agreement shall prohibit Ao A Media from selling Products directly to any customer desired without involvement of any obligation whatsoever to Reseller.

5.3. Alon SYSTEM reserves the right to refuse Reseller the right to promote Alon System, Products, or any other affiliation with Alon System.

5.4. Alon SYSTEM reserves the right to change any of the Products and prices as it sees fit.

6. What you may not do

You may not:

6.1. copy the software.

6.2. purport to give anyone else any rights in the software; 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 Alon SYSTEM.

6.3. do anything that might reveal the source code of the software;

6.4. change the software; Reseller may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation and permission is granted by Alon SYSTEM.

6.5. allow anyone else to have your Reseller permissions; (i.e. The Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Alon System).

6.6. do anything else not allowed in black & white by this agreement.

7. Acceptance and termination

7.1. This Agreement shall become effective on the date that the Reseller's application is approved by Alon System.

7.2. Once accepted into the Program, this Agreement between Alon SYSTEM and Reseller shall remain in force until cancelled by either party; Without prejudice to any other rights, Alon SYSTEM 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 monies due to Alon System. Upon termination, Reseller must remove all references and links to Alon System and shall lose all rights granted under this Agreement.

7.3. Both Alon System and Reseller agree that this Agreement does not establish an employer-employee relationship between Alon System 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 Alon SYSTEM. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

8. If you breach this license

If you breach this license, Alon System may:

8.1. terminate this agreement; and/or

8.2. exercise any other right it has under law.

9. Following termination

If this agreement is terminated, you must:

9.1. immediately stop reselling any Alon SYSTEM software;

9.2. completely uninstall any and all copies of the software, Alon System Logos or other advertising materials for Alon System and it's products;

9.3. destroy any copies you have; and

9.4. if Alon System requires it, prove that you have done all those things.

10. Ownership

10.1. Reseller must not remove or alter any copyright notices or trademarks on the Products.

10.2. Reseller agrees that all of Alon SYSTEM rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Alon System. Reseller shall act merely as a reseller of Products, and shall gain no rights over Alon System or Products.

Alon System is the sole owner of:

10.3. all title to and copyright in the software;

10.4. all copies of the software;

10.5. the trade mark names and logos Alon System and Alon System Worldwide.

Alon System is exclusively licensed:

10.6. to grant this Reseller License Agreement to you;

10.7. to use the trade mark names and logos of AlonSYS.

11. Warranties

11.1. A o AM e d i a supplies the software as-is without any express warranties, and excludes any implied warranties that can be excluded under law.

11.2. You accept that the software may or may not work as you, or the End User, intend or suit your, or the End User's, purposes, even if Alon System was aware of them.

11.3. You choose to Resell the software based entirely on your own judgment and at your own risk.

11.4. Alon SYSTEM makes no representations or warranties, express or implied, by way of example but not of limitation, of merchantability or fitness for any particular purpose. Alon System 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 the Products.

12. Modification of agreement

12.1. Alon System may modify this agreement on notice to you in accordance with clause 13.

12.2. Otherwise, this agreement is not modified or waived by any action of either party.

13. Notices

13.1. If you have registered or resold any software with Alon System and supplied an email address, Alon System is deemed to have given you a notice when an email addressed to that address leaves Alon System mail server.

13.2. Alternatively, Alon System is deemed to have given you a notice when the notice has been published on its web site.

This notification must not be removed.

Alon System, Inc.

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