Reseller Agreement
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To participate in the Uniblue Reseller Program,
You must first agree to the terms and conditions of this Uniblue
Reseller Agreement, hereinafter the "Agreement".
By checking the I HAVE READ THE UNIBLUE RESELLER AGREEMENT AND
I ACCEPT THE TERMS box on the Uniblue Reseller Program Reseller
sign-up page on Uniblue website, You submit your application to
become a Reseller in the Uniblue Reseller Program., which is Your
offer to enter into an agreement with Uniblue System Ltd under
the terms described in this Agreement. If Uniblue Systems Ltd
accepts Your offer, You will become an Reseller, subject to the
terms of this Agreement. Your continued participation in the Uniblue
Reseller Program constitutes Your continuing acceptance of the
terms of this Agreement.
This Agreement is entered into as of the date of submission,
hereinafter "Effective Date", by and between:
Uniblue Systems Ltd, a limited liability Company
registered in Malta with the number C 32567, having its registered
address at Level 2 Regional Business Centre, Achilles Ferris
Street, Msida MSD04, Malta hereinafter "Uniblue"
and
Applicant party, being the party whose details
appear on the application form, hereinafter "Reseller"
Whereas Uniblue is the developer of, and owns
or licenses from third parties, all rights to the products,
described in appendix 1, attached to this Agreement and forming
an integral part hereof, hereinafter the "Products";
Whereas Uniblue desires to appoint a reseller
to market, promote and sub-license the Products in the region
that appears on the applicant party application form as Sales
Region, hereinafter the "Territory";
Now therefore Uniblue grants to Reseller the
non-exclusive right to market and sell the Products, including
all accessories and manuals thereto, under the terms and conditions
specified hereunder:
Legal Relationship
1. It is hereby declared that Reseller
shall buy the Products as an independent contractor and shall
sell the same on its own account and at its own risk. Reseller
is not an agent of Uniblue and may not, in any respect, represent
Uniblue or otherwise enter into any agreement or commitment
on its behalf.
Reseller's Activities
2. Reseller shall promote the Products
and shall not act in a way which may prevent the sale of the
Products.
3. Reseller may appoint third parties
as intermediaries, agents or sub-resellers of the Products,
provided that any such appointment must be notified in writing
to Uniblue 30 days in advance. The Reseller shall be vicariously
liable for the acts of third parties appointed by it under this
clause and shall be obliged to cause the same third parties
to abide by the provisions of this Agreement. In no case, shall
Uniblue be held responsible for the actions of the Reseller
or any third party appointed by it.
4. Reseller shall be bound to provide
first online support to end customers and users of the Products,
hereinafter the "End Users".
5. Reseller shall be bound to independently
ensure that the Products conform with all the laws in force
in the Territory, including but not limited to labelling requirements
and safety regulations.
Supply of Products
6. Reseller prices may be amended from
time to time by Uniblue by giving thirty (30) days prior written
notice to Reseller.
Partner Benefits
7. Provided that the Partner is in compliance
this Agreement, the Partner will be eligible to receive an array
of benefits that Uniblue may generally offer to all partners,
hereinafter "Benefits" from time to time during the
term of this Agreement. A description of the Benefits offered
to all partners is posted on Uniblue's partner website. Uniblue
may, at any time in its sole discretion, amend or cancel any
Benefits or the entire Benefits Program.
Warranty Disclaimer
8. ALL BENEFITS ARE PROVIDED TO THE PARTNER "AS
IS". UNIBLUE MAKES NO WARRANTIES OF ANY KIND WITH RESPECT
TO ANY BENEFITS, UNIBLUE PRODUCTS, OR SUPPORT PLANS, AND SPECIFICALLY
DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS.
Advertising and Merchandising
9. Uniblue may, at any time, request
Reseller to send to it, within thirty (30) days from such request,
for its prior written approval, the advertising and sales promotion
programme and material developed by Reseller in relation to
the Products.
Intellectual Property Rights
10. This Agreement shall not confer on
Reseller any patent rights and other intellectual property rights,
which rights shall remain vested in Uniblue. Uniblue is however,
hereby granting to the Reseller, who accepts a limited license
to market and distribute the Products. Reseller may not use
the Products for its own business and/ or modify, translate,
disassemble, decompile, reverse engineer, create derivative
works of the Products or by any means attempt to discover and
obtain the source code for the Products.
11. Reseller has no right to and shall
not remove or change any trade mark, trade name, sign or other
mark on any Product or its packing or make any alterations in
the construction or design in the Products or any of them.
12. Uniblue assumes no liability or responsibility,
whether express or implied, for the Product's infringement of
present or future patents or intellectual property rights belonging
to third parties.
13. Reseller shall immediately inform
Uniblue of any infringement or suspected infringement of Uniblue's
patents or other intellectual property rights and/or the End
User Agreement supplied together with the Product. In the event
that Uniblue decides, at its own discretion, to defend such
right, the Reseller shall be obliged to assist Uniblue in such
an action, provided that any costs shall be borne by Uniblue.
Limitation of Liability
14. IN NO EVENT WILL UNIBLUE BE LIABLE FOR ANY
INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF PROFITS) ARISING FROM OR RELATING TO THIS
AGREEMENT, THE BENEFITS, UNIBLUE PRODUCTS, OR SUPPORT PLANS,
EVEN IF UNIBLUE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF, SUCH DAMAGES. UNIBLUE'S TOTAL LIABILITY ARISING FROM OR
RELATING TO THIS AGREEMENT, THE BENEFITS, UNIBLUE PRODUCTS,
OR SUPPORT PLANS, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT,
OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED ONE HUNDRED DOLLARS
($100). THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE
THE LIMIT. THE RESELLER SHOULD IN NOW WAY ALTER OR MODIFY THE
WARRANTY DISCLAIMER AND LIABILITY LIMITATIONS CLAUSES IN THE
END USER AGREEMENT.
Guarantee
15. Uniblue shall honour the warranties
specified in the End User Agreement supplied with the Product/s.
Any other warranties in relation to the Products, including
those implied by law, are hereby excluded.
Delivery
16. Uniblue shall endeavour to ship the
Products ordered by Reseller within one month from the date
on which Uniblue receives a written order from Reseller; provided
that Uniblue shall not be held to be in breach of this clause
if the Products are not shipped to Reseller within the stipulated
time because of a shortage in the Product/s ordered or because
of any other reason beyond the control of Uniblue.
17. Products to be delivered electronically
shall be so delivered within two weeks from the date of order,
unless delivery within such a period is impossible in virtue
of a cause independent of Uniblue's will and control.
Term and Termination
18. This Agreement shall remain in force
for a period of one year, starting on the Effective Date, and
shall be automatically renewed for further periods of twelve
(12) months each unless either party gives to the other one
month's prior written notice that it does not intend to renew
the same.
19. Either party may terminate this Agreement
by giving to the other party thirty (30) days' written notice
of its intention to terminate, without prejudice to the rights
of any of the parties to any outstanding fees or monies due
under this Agreement.
Confidentiality
20. The parties undertake not to disclose
to third parties any information obtained by them in pursuance
of this Agreement, unless such party is obliged to do so by
law or a competent authority or by the stock exchange rules
or such disclosure is necessary so that that party can perform
its obligations under this Agreement. Failure by any of the
parties to respect this clause shall render it liable to minimum
pre-liquidated damages of one thousand US dollars to the other
party.
Assignment
21. Assignment by Reseller of the whole
of this Agreement shall be permitted subject to the written
consent of Uniblue. Uniblue shall have the right to assign all
or any of its rights and obligations under this Agreement to
a successor company in conjunction with an asset transfer undertaken
in a restructuring of Uniblue 's business. Where the Reseller
is a limited liability company any change in the current shareholding
of the company affecting the holders of more than fifty per
cent (50%) of the equity and/or voting power in the same, will
be considered an assignment for the purposes of this Agreement.
Entire Agreement and Amendment
22. This Agreement constitutes the entire
understanding between the parties in relation to the Products
and may only be amended by an instrument in writing duly entered
into by both parties.
Notices
23. Any notices or other communication
between the parties with respect to this Agreement shall only
be considered to have been validly made when they are written
in English and shall be considered to have been received by
the other party when;
- Delivered by an e-mail, on the day that the
sender receives a faxed copy signed by the receiver;
- Delivered by fax;
- Delivered by hand;
- Delivered by registered mail.
Enforceability
24. If any provision of this Agreement
is found unenforceable, such provision shall be changed and
interpreted in a way to accomplish the objectives of such provision
to the greatest extent possible and the remaining provisions
shall continue to be in force and have full effect.
Indemnification
25. Reseller shall defend, indemnify
and hold Uniblue harmless from any or all claims, losses, damages,
debts, settlements, costs, expenses and liabilities arising
from the marketing and/or the distribution of the Products.
Governing Law and Disputes
26. This Agreement shall be governed
by and construed in accordance with Maltese law. Any disputes
arising in relation to this Agreement shall be settled by arbitration
in accordance with the rules of the Malta Arbitration Centre.
Appendix 1
1. The "Products" are :
1.1 SpeedUpMyPc
1.2 WinTasks Professional
1.3 WinBackup
1.4 Bundle ( SpeedUpMyPC, WinTasks Pro and WinBackup)
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