(tab between entry fields for faster navigation)
Electronic Software Distribution Agreement
This Agreement is made and entered into as of by and between DeveloperPLUS , a Tennessee located at 4524 Bruhin Road, Suite 1, Knoxville, TN 37912 ("Electronic Reseller") and ("Publisher").
Declarations
NOW THEREFORE the parties hereby agree as follows:
1. DEFINITIONS.
2. LICENSE.
3. DISTRIBUTION BY ELECTRONIC RESELLER.
4. ELECTRONIC RESELLER MARKETING OBLIGATIONS.
Reverse Engineering. Electronic Reseller agrees not to: (i) disassemble, de-compile or otherwise reverse engineer the Software or otherwise attempt to learn the source code, structure, algorithms, or ideas underlying the Software; or (ii) take any action contrary to Publisher's End-User License Agreement except as allowed under this Agreement.
5. PUBLISHER'S DELIVERY OBLIGATIONS.
6. PUBLISHER'S SUPPORT OBLIGATIONS.
7. PUBLISHER'S WARRANTIES. Publisher represents and warrants to Electronic Reseller that:
8. ELECTRONIC RESELLER WARRANTIES.
9. PAYMENTS.
10. PUBLISHER TRADEMARKS.
11. INDEMNIFICATION.
Publisher will defend, indemnify, and hold harmless Electronic Reseller and its officers, directors, employees, agents and consultants from and against any and all liabilities, losses, damages, costs, and expenses (including legal fees and expenses) associated with (i) any breach by Publisher of any of its representations, warranties or covenants in this Agreement; (ii) any claim or liability relating to the content, quality or performance of the Software or any warranty, return, support, maintenance or other obligations related to the Software; or (iii) any claim or action brought against Electronic Reseller for actual or alleged infringement or misappropriation of any patent, copyright, trademark, service mark, trade secret, or other proprietary rights of any third party, provided that, in the case of (ii) or (iii), Electronic Reseller promptly notifies Publisher in writing of the claim and allows publisher to control, and reasonably cooperates with Publisher with respect to, the defense and all related settlement negotiations. Publisher shall have no liability for any settlement or compromise made without its consent and no settlement or compromise shall be made without Electronic Reseller's consent, not to be unreasonably withheld. Without limiting the foregoing, upon notice of an alleged infringement or misappropriation, or if in the Publisher's opinion such a claim is likely, Publisher shall have the right, at its option, to obtain the right for Electronic Reseller to continue to exercise the rights granted under this Agreement, substitute other software with substantially similar operating capabilities, functionality, and performance, or modify the Software such that it is no longer infringing without the loss of the Software's current operating capabilities, functionality, and performance. In the event that none of the above options is reasonably available, in Publisher's sole opinion, Publisher may terminate this Agreement.
12. LIMITATION OF LIABILITY.
ANY LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 11, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OF A PARTY), INTENDED CONDUCT OR OTHERWISE, SHALL BE LIMITED TO THE PARTY'S ACTUAL DIRECT DAMAGES. EXCEPT AS PROVIDED IN SECTION 11, THE AMOUNT OF DAMAGES RECOVERABLE RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED, IN THE AGGREGATE, THE ROYALTY PAID BY ELECTRONIC RESELLER TO PUBLISHER DURING THE IMMEDIATELY PRECEDING 12 MONTHS. EXCEPT AS PROVIDED IN SECTION 11, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. TERM AND TERMINATION.
Term. This Agreement will continue in effect for one (1) year from the date hereof ("Initial Term"). Upon expiration of the Initial Term and each Renewal Term thereafter, this Agreement will be automatically renewed for an additional one (1) year term ("Renewal Term") unless terminated by either party upon ninety (90) days' notice prior to the expiration of the Initial Term or any Renewal Term.
14. GENERAL PROVISIONS.
Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
DeveloperPLUS
4524 Bruhin Road, Suite 1
Knoxville, TN 37912 USA
(as of date received, verified and logged)
Exhibit A - Account Type, Publisher Information, Product Requirements, Suggestions and Addendums
Account Type (detailed explanations available upon request)
Indicate your account type by selecting below:
Unit rates and account options are current as of 01-Apr-2003. Rates and options are subject to change without notice or acknowledgement.
Publisher Information
You have already enrolled using the online form but there are two additional pieces of information needed to finalize your account.
Product Requirements
Specific requirements are listed below and must be adhered to as defined. Failure to do so will significantly delay the processing of this agreement.
If you have any questions concerning the requirements listed, contact DeveloperPLUS prior to product submission.
Product Addendum (1st product only, subsequent products are submitted using a separate form)
Each product submitted must include a separate addendum as described herein. All items listed below are required unless indicated by italics.
Product Description and Classification (Enter, select and check all that are applicable)
DeveloperPLUS offers online fulfillment using a secure download mechanism to prevent unauthorized retrieval of purchases.
Click here for details.
A delivery statement must be provided for publisher product delivery.
IN WITNESS WHEREOF, the Publisher has executed this Exhibit A and associated product addendum to the Electronic Software Distribution Agreement between DeveloperPLUS and Publisher, which shall replace, supersede or be placed in addition to any previously executed Exhibit A or associated product addendums for the Software Product listed above.
This form should only be submitted once.
This form is only used to complete your account and add your first item. Once this form has been processed you will receive notification of account status and the appropriate links to facilitate ordering from your website.
dp ESD1, 04/01/2003