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This Limited Reseller Agreement ("AGREEMENT") is between you (both the individual reselling SpaceClaim for Rhino and the company on behalf of which you are entering into this Agreement) ("RESELLER") and SpaceClaim Corporation ("SPACECLAIM"), with its principal office located at 150 Baker Ave Ext., Concord, MA 01742 USA.
Limitations. This AGREEMENT entitles the RESELLER to sell SpaceClaim for Rhino only. RESELLER is not authorized to sell, advertise, and/or market any other product and/or service provided by SpaceClaim under this AGREEMENT. RESELLER may request to become a full service Value Added Reseller (“VAR”) by contacting the appropriate local authorized agent or sales representative.
RESELLER Responsibilities. RESELLER agrees to sell products at the suggested local End User Price, defined as follows: North America, South America, Africa, Middle East, Asia (excluding Japan), and Australia: $895 (USD); Japan: ¥198,000 (YEN); Europe: 895€ (EUR).
No Right of Return. Reseller understands that all purchases are final.
Ownership. The Products are protected by copyright laws of the United States and international treaty provisions. Title to, and ownership of, and all proprietary rights in, the Products and each copy thereof shall remain at all times with SPACECLAIM or its third party licensors. RESELLER may not (i) sell, transfer, lend or otherwise make available, or disclose to third parties, any Product, or (ii) remove or alter any copyright or other proprietary notice contained therein.
Trademarks. SPACECLAIM grants to RESELLER a license to use the Trademarks solely in connection with RESELLER’s permitted marketing of the Products.
Compliance with Laws. RESELLER shall obtain all registrations, licenses and permits required to perform its obligations under this Agreement, pay all taxes and fees due in connection therewith and comply with all applicable laws, rules, regulations and orders relating to its performance under this Agreement, including without limitation, the export control laws and regulations of the United States and of each other relevant jurisdiction concerning the exporting, importing and re-exporting of computer software (“Export Control Laws”).
Indemnification. RESELLER shall indemnify, defend, and hold harmless SPACECLAIM against any losses, damages, or expenses, including attorneys’ fees and costs, incurred by SPACECLAIM as a result of any third party suit, proceeding, claim or other legal action based on a claim that RESELLER has breached any obligation under this Agreement.
Support. RESELLER shall be responsible for providing the following support to its End Users: assistance in the installation of Software; training in the use of the Software; and all direct first level email and telephone technical support, on an as-needed basis consistent with industry practices. SPACECLAIM shall have no responsibility to provide directly to any End User any technical support of any kind.
SPACECLAIM Limited Warranty. SPACECLAIM warrants solely to RESELLER that (i) SPACECLAIM has the right to enter into this Agreement, and (ii) SPACECLAIM has the right to grant to RESELLER the rights granted herein. SPACECLAIM HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Without limiting the foregoing, SPACECLAIM does not warrant that the Products will meet the requirements of any End User or that the Software will operate without interruption or be error free.
End User Warranty. The warranties described extend only to RESELLER, and not to any End User or any other person or entity. RESELLER acknowledges that SPACECLAIM shall have no liability to End Users for warranties which may be extended by RESELLER to End Users, and all rights that such End Users may have under such warranties shall be solely against RESELLER.
Limited Liability:
IN NO EVENT WILL SPACECLAIM BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF SPACECLAIM HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
RESELLER AGREES THAT THE MAXIMUM LIABILITY OF SPACECLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL FEES RECEIVED BY SPACECLAIM FROM RESELLER FOR THE IMMEDIATELY PRECEEDING TWELVE-MONTH PERIOD.
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