Iconico Software Reseller Agreement
Definitions
"Iconico" refers to Iconico, Inc.
"Program" refers to the Iconico Software Reseller Program.
"Software" & "Products" refers to the Iconico software products available for resale by the Reseller. These Products are listed on the
Reseller Product Chart
available on the Iconico.com website.
"Reseller" refers to a reseller of products and a Iconico approved member of the Iconico Software Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells any Iconico Products.
About this agreement
This is a Non-Exclusive Reseller Appointment. Iconico appoints Reseller as a worldwide, non-exclusive reseller of the Iconico Software Products.
The software is the property of Iconico, Inc.
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 Iconico. Nobody may resell the software unless they have been approved by Iconico for the Iconico Software Reseller Program.
Terms
The
Reseller Product Chart
lists Products that can be resold by Reseller along with price and cost details. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed in the
Reseller Product Chart
for resale to their End User customers. Iconico reserves the right to change the
Reseller Product Chart
at any time without prior notice. Reseller may establish at its own discretion the resale price of Products.
Product prices listed in the
Reseller Product Chart
are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Reseller shall certify to Iconico that Reseller has a valid resale license for their state or other applicable region. Iconico 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.
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 Iconico.
Upon purchase of Product, Iconico 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 Iconico. 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 Iconico.
Rights and obligations of reseller
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.
Reseller shall be responsible for all End User customer support, technical support, billing, and collection of payments from End User.
End Users shall be considered primarily to be the customer of Reseller. Iconico will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Iconico reserves the right to maintain lists of End Users and contact End User if the need arises.
Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.
Reseller shall indemnify and hold Iconico 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.
Reseller shall be authorized to use certain Iconico trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by Iconico to reseller with the express intent of their use for such purposes. Use of such content shall be subject to Iconico's usage policies, which Iconico reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which Iconico shall have the right to prevent Reseller from using if Iconico finds it to be objectionable or for any other reason. Iconico shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.
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 may not partake in any activity that may cause source code, serial numbers or business secrets to be revealed. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of Iconico.
Reseller agrees that all of Iconico's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Iconico. Reseller shall act merely as a reseller of Products, and shall gain no rights over Iconico or Products.
Rights and obligations of Iconico
Iconico 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, Iconico will attempt, but is not obliged to, inform Reseller of such changes by e-mail.
Nothing in this Agreement shall prohibit Iconico from selling Products directly to any customer desired without involvement of any obligation whatsoever to Reseller.
Iconico reserves the right to refuse Reseller the right to promote Iconico, Products, or any other affiliation with Iconico.
Iconico reserves the right to change any of the Products and prices as it sees fit.
Acceptance and termination
This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.
Once accepted into the Program, this Agreement between Iconico and Reseller shall remain in force until cancelled by either party; Iconico 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 Iconico. Upon termination Reseller shall lose all rights granted under this Agreement.
Both Iconico and Reseller agree that this Agreement does not establish an employer-employee relationship between Iconico 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 Iconico. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.
This Agreement shall be governed by the laws of the State of New York. 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.
Iconico supplies the software as-is and makes no representations or warranties, express or implied, by way of example but not of limitation, of merchantability or fitness for any particular purpose. Iconico 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.
Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Iconico.
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 Iconico. This Agreement is agreed to by the undersigned parties.
For Iconico
Name:
___________________________________
Title:
___________________________________
Address:
___________________________________
Date:
___________________________________
Signature:
___________________________________
For Reseller
Name:
___________________________________
Title:
___________________________________
Company name:
___________________________________
Address:
___________________________________
Country:
___________________________________
Phone:
___________________________________
Fax:
___________________________________
Email:
___________________________________
Date:
___________________________________
Signature:
___________________________________
Please complete this form and fax it to 646 390 8050.