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MaxPartner Reseller Program
Reseller Agreement



DEFINITIONS

"Maximized" refers to Maximized Software, Inc., a California corporation.
"Program" refers to the Maximized Software MaxPartner Reseller Program.
"Products" refers to the Maximized products available for resale by the Reseller. Products are listed in Exhibit A.
"Reseller" refers to a legally certified reseller of products and a member of the Maximized Software MaxPartner Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells Products.



TERMS

1. Exhibit A lists Products that can be resold by Reseller, along with list price, Reseller purchase discount, and return policies. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed in Exhibit A for resale to their End User customers. Maximized reserves the right to change Exhibit A at any time without prior notice. Reseller may establish at its own discretion the resale price of Products.

2. Product prices listed in Exhibit A are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Reseller shall certify to Maximized that Reseller has a valid resale license for their state or other applicable region. Maximized 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. 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 Maximized.

4. Maximized shall extend payment terms of net 30 days to Reseller. Failure of Reseller to collect payment for Product from End User shall not relieve Reseller of their obligation to pay any monies due to Maximized. Maximized reserves the right to charge interest on any past-due amounts at an annual rate equal to the Prime Rate as published by the Wall Street Journal plus five (5) points, or the maximum rate permitted by law, whichever is less.

5. Upon purchase of Product, Maximized shall issue any 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 Maximized. 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 Maximized.



RIGHTS AND OBLIGATIONS OF RESELLER

6. 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.

7. Reseller shall be responsible for all End User customer support, technical support, billing, and collection of payments from End User.

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

9. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.

10. Reseller shall indemnify and hold Maximized 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.

11. Reseller shall be authorized to use certain Maximized trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by Maximized to reseller with the express intent of their use for such purposes. Use of such content shall be subject to Maximized's usage policies, which Maximized reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which Maximized shall have the right to prevent Reseller from using if Maximized finds it to be objectionable or for any other reason. Maximized shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.



RIGHTS AND OBLIGATIONS OF MAXIMIZED

12. Maximized shall extend to Reseller its normal return/credit policy, as contained in Exhibit A. Reseller shall be responsible for any and all refunds to be issued to End User.

13. Maximized reserves the right to refuse Reseller the right to promote Maximized, Products, or any other affiliation with Maximized.

14. Maximized shall not be responsible for Acts of God, acts by third parties, or other events outside Maximized's reasonable control.

15. Nothing in this Agreement shall prohibit Maximized from selling Products directly to any customer desired without involvement of or obligation to Reseller.

16. 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 Maximized.

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



ACCEPTANCE AND TERMINATION

18. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.

19. Once accepted into the Program, this Agreement between Maximized and Reseller shall remain in force until cancelled by either party; Maximized may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than forty-five (45) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to Maximized. Upon termination Reseller shall lose all rights granted under this Agreement.

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

21. This Agreement shall be governed by the laws of the State of California. If any provision is found to be non-binding then the remaining provisions shall remain in force. In case of litigation to resolve issues between the parties, the prevailing party is entitled to compensation for reasonable legal fees. Any actions brought under this Agreement shall be brought before the United States District Court, Northern California district.

22. MAXIMIZED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MAXIMIZED 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.

23. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Maximized.

24. 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 Maximized.


This Agreement is agreed to by the undersigned parties.

For Maximized Software
Name: Ken Spreitzer
Title: President
Address: 85 Ashford Avenue, Mill Valley, CA 94941
Date: ________________________________________
Signature: ________________________________________


For Reseller
Name: ________________________________________
Title: ________________________________________
Company name: ________________________________________
Address: ________________________________________
Date: ________________________________________
Signature: ________________________________________

Please complete this form and fax it to (415) 276-3253.

 
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