- "Rasterweq" & "Rasterweq Software"
refers to Rasterweq Ltd.
- "Program" refers to the Rasterweq Software
- "Software" & "Products" refers
to the Rasterweq Ltd. software products available for resale by the
Reseller. These Products are listed on Rasterweq Software web site http://www.rasterweq.com
- "Reseller" refers to a reseller of products
and a Rasterweq Software approved member of the Rasterweq Software Reseller
- "End User" refers to Reseller's customers;
that is, the party to whom Reseller resells any Rasterweq Software Products.
| About this agreement
1. This is a Non-Exclusive Reseller Appointment. Rasterweq
Software appoints Reseller as a worldwide, non-exclusive reseller of
the Rasterweq Software Products.
2. The Software is the property of Rasterweq Ltd.
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 Rasterweq Software. Nobody may resell the software unless
they have been approved by Rasterweq Software for the Rasterweq Software
4. Rasterweq Software's web site http://www.rasterweq.com/affiliates.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 Rasterweq Software
web site for resale to their End User customers. Rasterweq Software
reserves the right to change the list of Products and price at any time
without prior notice.
5. Products prices listed on Rasterweq Software's web site are exclusive
of any taxes, fees, duties, value added, withholding, or other such
amounts. Rasterweq Software 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.
6. Reseller shall not purchase Products for Reseller's own use, or
for resale to a sister company having the same effect, without express
permission of Rasterweq Software.
7. All initial orders must be pre-paid. Before reselling any Rasterweq
Software Product, you must pay the Reseller discount price advertised
when you obtained it, unless Rasterweq Software has agreed to a different
price. All subsequent orders must also be prepaid unless Rasterweq Software
approves the use of Reseller’s purchase orders. All purchase orders
are subject to approval by Rasterweq Software. Rasterweq Software will
use reasonable efforts to promptly approve Reseller’s Purchase
Order Request. Rasterweq Software may deny or withdraw its approval
of the use of purchase orders at any time in its discretion.
8. Payment for orders placed by purchase order is due thirty (30)
days from the date of shipment, unless Rasterweq Software has agreed
to extend the payment terms. If Reseller is late in payment 2 consecutive
months Rasterweq Software reserves the right to put Reseller on 60 days
probation. During the probation period Reseller may not order more Products
until all prior invoices are paid.
9. Upon purchase of a Product, Rasterweq Software 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 Rasterweq Software.
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 Rasterweq Software.
| Rights and obligations of Reseller
10. 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 Rasterweq Software.
11. 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.
12. End Users shall be considered primarily to be the customer of Reseller.
Rasterweq Software will honor Reseller's request to contact or not to
contact End User in the normal course of business. However, Rasterweq
Software reserves the right to maintain lists of End Users and contact
End User if the need arises.
13. Reseller shall be responsible for all End User customer support,
technical support, billing, and collection of payments from End User.
If applicable, Reseller shall provide End Users with a local resource
for the Product user interface.
14. 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 Rasterweq Software 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.
15. Reseller shall not send or cause to be sent any unsolicited email
("spam"), including newsgroup postings, regarding Products
or services involving Products.
16. Reseller shall indemnify and hold Rasterweq Software 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.
17. Reseller shall be authorized to use certain Rasterweq Software
trademarks, graphics, symbols, or other content for use in promotion
of Products. Such materials are to be provided by Rasterweq Software
to reseller with the express intent of their use for such purposes.
Use of such content shall be subject to Rasterweq Software's usage policies,
which Rasterweq Software reserves the right to change at any time for
any reason. Reseller may also create their own content relating to Products,
which Rasterweq Software shall have the right to prevent Reseller from
using if Rasterweq Software finds it to be objectionable or for any
other reason. Rasterweq Software shall have no ownership rights or any
other rights to content independently created by Reseller, except as
provided for above.
18. Reseller agrees not to divulge commission structures and other
related confidential information to third parties.
| Rights and obligations of Rasterweq Software
19. Rasterweq Software reserves the right to refuse Reseller the right
to promote Rasterweq Software, Products, or any other affiliation with
20. Rasterweq Software shall not be responsible for Acts of God, acts
by third parties, or other events outside Rasterweq Software's reasonable
21. Nothing in this Agreement shall prohibit Rasterweq Software from
selling Products directly to any customer desired without involvement
of any obligation whatsoever to Reseller.
22. Rasterweq Software 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, Rasterweq Software will attempt,
but is not obliged to, inform Reseller of such changes by e-mail.
23. Rasterweq Software reserves the right to change any of the Products
and prices as it sees fit.
24. 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 Rasterweq Software.
25. Reseller agrees that all of Rasterweq Software's rights, including
but not limited to, intellectual property rights, trademarks, and copyrights,
shall fully remain with Rasterweq Software. Reseller shall act merely
as a reseller of Products, and shall gain no rights over Rasterweq Software
| Acceptance and termination
26. If you apply for and are accepted for the Rasterweq Software Reseller
Program and resell Rasterweq Software, you are indicating your agreement
to the terms in this license.
27. If you do not agree to these terms, you may not resell any Rasterweq
28. This Agreement shall become effective on the date that the Reseller's
application is approved by Rasterweq Software.
29. Once accepted into the Program, this Agreement between Rasterweq
Software and Reseller shall remain in force until cancelled by either
party; Rasterweq Software 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 Rasterweq Software. Upon termination,
Reseller must remove all references and links to Rasterweq Software
and shall lose all rights granted under this Agreement.
30. Both Rasterweq Software and Reseller agree that this Agreement
does not establish an employer-employee relationship between Rasterweq
Software 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 Rasterweq Software.
Neither party shall have the right to incur any obligations on behalf
of the other, except as otherwise provided herein.
31. Reseller shall not assign, transfer, and/or otherwise sell their
rights in this Agreement without first obtaining in the writing the
express permission of Rasterweq Software.
32. 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 Rasterweq Software.
33. If you breach this license, Rasterweq Software may terminate this
agreement and/or exercise any other rights it has under law.
34. Rasterweq Software supplies the software as-is without any express
warranties, and excludes any implied warranties that can be excluded
35. 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
Rasterweq Software was aware of them.
36. You choose to Resell the software based entirely on your own judgment
and at your own risk.
37. RASTERWEQ SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. RASTERWEQ SOFTWARE 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 Program – © Rasterweq Ltd. 2008 – All rights
This notification must not be removed.