Reseller Agreement

This Reseller Agreement («Agreement»), is Entered Into Between You («Reseller») And Mediaparts Interactive S.A. («Mediaparts Interactive»).

Acceptance

Reseller must first read this agreement and agree to and accept its terms by clicking the «I agree» button at the end of this agreement. If Reseller does not agree to the terms of this agreement, reseller will not be permitted to resell Mediaparts Interactive client software applications (“client software”). This agreement is effective upon Mediaparts Interactive’s acceptance of resellers’ enrolment in Mediaparts Interactive’s reseller program, evidenced by email confirmation to reseller from Mediaparts Interactive.

1. Non-exclusive Agreement

Reseller agrees to resell the Client Software to end users in accordance with the terms of this Agreement and the End-User License Agreement at Page-Flip.com («EULA»). This Agreement is not exclusive to Reseller, and Mediaparts Interactive reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Client Software anywhere in the world.

2. Discount Program

The Mediaparts Interactive discount program enables our Resellers to keep and constantly increase their discounts by making further sales. We offer our Resellers cumulative discounts starting at 20% off the retail price specified on the web site page-flip.com

This software is sold on an AS IS basis. All features are listed on the product page. By ordering software from Mediaparts Interactive S.A., you agree that you have read and understood the product specifications and have assessed that they can be used by you in the way that you require.

Mediaparts Interactive Reseller discounts can rise up to 45% corresponding with Reseller Levels. The Reseller Level is determined by the total number of sold licenses according to the following table:

Mediaparts Interactive may amend the discount rate at any time, upon 30 days notice to Reseller.

3. Client Software

Mediaparts Interactive has the right to modify, alter, and update the Client Software at any time at its discretion. Reseller agrees not to remove from the Client Software any copyright notice included therein. Neither party shall obtain any ownership or other interest in the intellectual property of the other by reason of this Agreement.

4. Confidentiality

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or received by the receiving party from a third party, which was not subject to similar confidentiality obligations to the disclosing party; or (iii) is independently developed by the receiving party, without breaching the confidentiality obligations of this Agreement.

5. Relationship of the Parties

Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to act for or on behalf of the other, except as expressly provided for in this Agreement. Each party acknowledges and agrees that it is not authorized to bind the other party to any contract or agreement of any nature whatsoever.

6. Mediaparts Interactive Marks

A. Mediaparts Interactive hereby grants to Reseller a limited, nonexclusive right to use Mediaparts Interactive’s regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the Client Software. Reseller shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Reseller on or within any of the Client Software or website. Reseller will not use Mediaparts Interactive’s trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Reseller which indicates Reseller is an authorized reseller of Mediaparts Interactive) in Reseller's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Reseller and Mediaparts Interactive. Upon the expiration or earlier termination of this Agreement, the license granted to Reseller in the Licensed Marks shall immediately terminate and Reseller shall immediately cease and desist all use of the Licensed Marks.

B. Reseller recognizes and acknowledges Mediaparts Interactive’s ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Reseller's use of such marks shall become the property of Mediaparts Interactive. Reseller further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of Mediaparts Interactive or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of Mediaparts Interactive.

7. Term And Termination

A. This Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (30) days prior written notice.

B. Reseller recognizes and acknowledges Mediaparts Interactive’s ownership and title to the Licensed Marks anb. In the event of any other breach or default of any material obligation owed by Reseller in this Agreement, then Mediaparts Interactive may provide notice to Reseller and if such breach of default is not cured within 5 Business Days following such notice, the Agreement may be terminated by Mediaparts Interactive.

8. Limitation of Liability

A. In no event shall Mediaparts Interactive have any liability to Reseller or any third party for any indirect, incidental, consequential, special, punitive or exemplary damages or expenses arising out of this agreement whatsoever (including but not limited to any damages or expenses for any: loss of use; lost profits; lost business; lost opportunity, lost data; costs of procurement of substitute goods or services; and, business interruption) whether in an action of contract, negligence or other tortious action, and whether or not we have been advised of the possibility of such damage or expense. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

B. the limitations of liability in a. and b. above shall be deemed to apply to, and exist for the benefit of, our partners, suppliers, contractors, agents, vendors, and their respective officers, directors, agents, employees, suppliers, resellers, licensors and distributors.

9. Indemnity

Reseller hereby agrees to indemnify, release and hold harmless Mediaparts Interactive, its parents, subsidiaries and affiliates (together the "Mediaparts Interactive entities"), and their respective officers, directors, agents, employees, suppliers, resellers, licensors and distributors against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable lawyer’s fees and other litigation expenses) incurred by the Mediaparts Interactive entities, arising out of or relating to (a) reseller’s violation or breach of any term, condition, representation or warranty of this agreement; (b) reseller’s use of the “client software”; or (c) reseller ‘s violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity). Reseller hereby acknowledges and agrees that this indemnity shall be deemed to apply to, and exist for the benefit of, any supplier and its parents, subsidiaries, affiliates, and their respective officers, directors, agents, employees, suppliers, resellers, licensors and distributors.

10. Notice

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by using the online contact form.

11. Serverability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Governing LAW

This Agreement shall be interpreted under the laws of the Republic of Panama.

13. Miscellaneous

Assignment. This Agreement may not be assigned by Reseller without Mediaparts Interactive’s prior written consent.

Modification. This Agreement may not be modified except by a written instrument signed by Reseller and Mediaparts Interactive.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior written or oral agreement including any prior Reseller or referral agreement or understanding with respect to the subject matter thereof. The terms and conditions of any past, present or future purchase order submitted by Partner which alter, modify or conflict with the terms and conditions of this Agreement are void.

14. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.