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		Reseller Application


	If you are a company and would like to be qualified as a reseller/distributor and receive quantity pricing for your business needs, please fill out the following application form. One of our account managers will contact you as soon as posible.

Contact Information

E-mail *
ReType E-mail *
Password *
ReType Password *
Name *
Title *
Company Name *

Address *
State *
City *
Zip Code *
Country *
Phone *
Fax
URL *
	(e.g. www.mycompanywebsite.com)

How did you heard about VeriTask Software? *

Company Background

Owner/President *
Annual Sales *

Employees *
Year Established *

Nature of your Business

Please, answer yes/no :

Traditional Reseller	No Yes
Internet Reseller	No Yes
Value Added Reseller (VARs)	No Yes
System Consultant	No Yes
Wholesaler	No Yes
Distributor	No Yes

Office Products Store	No Yes
Importer	No Yes
System Integrator	No Yes
Manufacturer	No Yes
OEM / ODM	No Yes
Other

Reseller Agreement

This Reseller Agreement ("Agreement") is between VeriTask, LLC, by and through 
("THE COMPANY") and the VeriTask Authorized Reseller ("THE RESELLER") to provide Developed Products ("THE COMPANY PRODUCTS") to Reseller and Reseller clients on VeriTask's Value Added Resellers ("VAR") program, and establishes the terms and conditions for Reseller's participation in the COMPANY PRODUCTS Reseller Program (the "Program").  Under the Program, THE COMPANY will provide marketing, technical and promotional support to Reseller as specified in this Agreement related to Reseller's purchase and license of the COMPANY PRODUCTS for resale either.

THE COMPANY has developed THE COMPANY PRODUCTS which it markets directly to end users and also markets through intermediaries such as Reseller. Reseller is in the business of remarketing existing software and technology products to end users. Reseller shall not purchase Software for Reseller's own use, or for resale to a sister company having the same effect. Reseller desires to remarket the products, all pursuant to this Agreement.

1.	Reseller Qualification

1.1.	Accounts set up by Reseller are subject to the terms and conditions of service of THE COMPANY VAR Subscription Agreement ("VAR Terms & Conditions"). These VAR Terms & Conditions contain a detailed description of the benefits to a RESELLER of as well as the requirements of a RESELLER under this program. THE RESELLER will not sell COMPANY products without arranging for adequate post-sales support.

2.	Relationships

2.1.	THE RESELLER is an independent contractor and not a partner, joint venture, 
franchisee, agent, or employee of THE COMPANY engaged in purchasing THE COMPANY PRODUCTS for resale to its customers.   THE RESELLER is not an agent or legal representative of THE COMPANY for any purpose, and has no authority to act for, bind or commit THE COMPANY.

2.2.	THE RESELLER has no authority to make any commitment on behalf of THE COMPANY with respect to quantities, delivery, modifications, interfacing capability, 
suitability of software or suitability in specific applications.  THE RESELLER has 
no authority to modify the warranty offered with COMPANY products.  THE RESELLER will indemnify THE COMPANY from liability for any modified warranty or other commitment by THE RESELLER not specifically authorized by THE COMPANY.

2.3.	THE RESELLER will not represent itself in any way that implies THE RESELLER is an agent or branch of THE COMPANY.  THE RESELLER will immediately change or discontinue any representation or business practice found to be misleading or deceptive by THE COMPANY immediately upon notice from THE COMPANY.

2.4.	THE RESELLER shall not represent their relationship with THE COMPANY as anything other than an independent contractor or reseller. As well, THE COMPANY shall not refer to THE RESELLER as anything other than a reseller, independent contractor, consultant, or other designation as expressed by THE RESELLER and agreed upon by THE COMPANY.

2.5.	Upon acceptance of this Agreement by THE COMPANY, THE RESELLER is hereby appointed a nonexclusive reseller of the COMPANY PRODUCTS pursuant to this Agreement. THE RESELLER accepts such appointment and agrees to serve as a reseller of the COMPANY PRODUCTS to end users as provided herein. This Agreement is not exclusive to THE RESELLER, and THE COMPANY reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the COMPANY PRODUCTS and value added versions thereof anywhere in the world.

2.6.	Both THE RESELLER and THE COMPANY are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. THE RESELLER shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of THE COMPANY. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of  and is enforceable by the parties and their respective successors and assigns.

3.	Commission Structure.

3.1.	Commission structure, for the COMPANY PRODUCTS is set forth on Exhibit A and is subject to change at any time, to take effect following at least ten (10) days prior notice by THE COMPANY. Commission structure can not be changed for THE COMPANY PRODUCTS sold and delivered prior to receipt of the change notice.

4.	Product Changes.

4.1.	THE COMPANY has the right to modify, alter, amend or delete features from the COMPANY PRODUCTS at any time at its sole discretion.

4.2.	THE RESELLER may not alter, merge, modify, or adapt COMPANY PRODUCTS in any way including reverse engineering, disassembling or decompiling.

4.3.	Unauthorized reproduction or distribution of THE COMPANY PRODUCTS, or any portion of it, may result in severe civil and criminal penalties, and may be
prosecuted to the maximum extent possible under the law. In the United States,
this type of violation could result in severe criminal, civil and /or monetary consequences.

5.	Confidentiality.

5.1.	This Agreement does not grant any license under any patents or other
intellectual property rights owned or controlled by or licensed to THE COMPANY.
THE RESELLER shall not have any right to manufacture THE COMPANY products.

5.2.	THE RESELLER's rights and obligations under this agreement may not be 
transferred or assigned directly or indirectly without prior written consent of 
THE COMPANY.

6.	Use of THE COMPANY Trademarks

6.1. THE COMPANY hereby grants to THE RESELLER a limited, nonexclusive right to use Developer's regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the PRODUCT. THE RESELLER shall not make or permit alteration or removal of tags, labels, or identifying marks placed by THE COMPANY on or within the software program of any PRODUCT.

6.2.	THE RESELLER acknowledges the following:

6.2.1.	THE COMPANY owns all right, title and interest in the COMPANY PRODUCTS, names and logotypes.

6.2.2.	THE COMPANY is the owner of certain other trademarks and trade names used in connection with certain product lines and software.

6.2.3.	THE RESELLER will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with THE COMPANY.

6.2.4	THE RESELLER recognizes and acknowledges COMPANY's ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of THE RESELLER's use of such marks shall become the property of THE COMPANY.

6.2.5	THE RESELLER further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of Developer or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of THE COMPANY.

6.3.	During the term of this Agreement, THE RESELLER may indicate to the trade and to the public that it is an Authorized THE RESELLER of THE COMPANY PRODUCTS.

With THE COMPANY's prior written approval, THE RESELLER may also use THE COMPANY trademarks and trade names to promote and solicit sales or licensing of the COMPANY PRODUCTS if done so in strict accordance with THE COMPANY's guidelines. THE RESELLER will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.

6.4.	Upon the expiration or earlier termination of this Agreement, the license granted to THE RESELLER in the Licensed Marks shall immediately terminate and discontinue any use of the PRODUCT and THE COMPANY names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a reseller of THE COMPANY products.

7.	Term and Termination

7.1.	This Agreement shall become effective on the date it is signed by 
THE RESELLER. Thereafter this Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement at any time for any or no reason in such party's sole discretion upon at least thirty (30) days prior written notice, or unless it is terminated earlier in accordance with this Agreement.

7.2.	THE COMPANY or THE RESELLER may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

7.3.	THE COMPANY may, from time to time, give THE RESELLER written notice of amendments to this Agreement.  Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

7.4.	Account Cancellations. THE RESELLER must submit a signed statement to THE COMPANY specifying the date of account termination, and it will be erased from THE COMPANY VAR program.

7.5.	Despite the above paragraphs, THE COMAPANY may immediately terminate the Agreement in relation to any or all Products and Services provided by THE COMPANY to THE RESELLER if:

7.5.1	If you are more than 45 days late in payment for any purchase order for our PRODUCT; or

7.5.2	In our sole discretion we deem that you are in breach of this Agreement and have not remedied such breach within 10 days of being notified of such breach by us; or

7.5.3	If a receiver, provisional liquidator, administrator or other like person is appointed over any of your undertakings or assets or if you enter into
arrangement with any of your creditors or any class of your creditors or you
become insolvent or otherwise are unable to pay your debts when they fall due.

7.6.	This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

7.7.	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.

8.	THE RESELLER Programs

8.1.	THE RESELLER shall exert best efforts to market THE COMPANY PRODUCTS products, and shall use all promotional materials supplied by THE COMPANY.  It is THE RESELLER's responsibility to help its customers determine which system configuration would best serve their needs.

8.2.	THE RESELLER shall have sufficient technical knowledge of THE COMPANY PRODUCTS and general software and hardware installation knowledge, to assist their customers correctly.

8.3.	THE COMPANY does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. THE COMPANY specifically reserves the right to modify any of the specifications or features of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.

8.4.	THE RESELLER is expected and encouraged to advertise and promote the sales of THE COMPANY PRODUCTS through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc.  THE COMPANY must approve all such materials that use THE COMPANY's name or trademarks.

9.	Product Warranty

9.1.	With respect to the PRODUCT, THE COMPANY provides technical services to THE RESELLER and THE RESELLER clients on an "as is" basis.

9.2.	The warranty and software license terms and conditions will be specified in each PRODUCT License Agreement. 
 
9.3.	 THE COMPANY assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from THE RESELLER or THE RESELLER clients' use of the Products, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service.

9.4.	Accordingly, THE COMPANY SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, WHETHER OR NOT FORSEEABLE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE PRODUCTS OR THE FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY PARTY'S NEGLIGENCE. THE RESELLER ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM THIS AGREEMENT. Termination of this Agreement shall be THE RESELLER's sole and exclusive remedy for any and all damages or injury.

9.5.	THE COMPANY'S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10.	Marketing

10.1.	Resellers may use THE COMPANY Authorized THE RESELLER Logos on their web site and on advertisements. To maintain the quality of THE COMPANY advertising and promotional materials, Resellers must submit a copy of any such web pages or advertisements for approval prior to publication. THE COMPANY will review use of logo and notify Resellers of approval within five business days of submission.

10.2.	Although THE COMPANY has a policy of not monitoring or policing the content you place on your servers, when questionable material comes to COMPANY's attention, THE COMPANY reserves the right to remove without notice any permissions for content that, in COMPANY's sole opinion, may result in a violation of any federal, state, common or international laws or regulations or that may be offensive to THE COMPANY or to other users.

10.3.	Resellers are free to promote and link to THE COMPANY website using banners, buttons, text links, letters of recommendation to newsletter subscribers, client base, or off-line advertising. THE COMPANY abhors SPAM! ANY and ALL instances or unsolicited bulk e-mail, newsgroup spamming or self propagating pop-up banner pages brought to the attention of THE COMPANY will result in INSTANT TERMINATION of your reseller account and forfeiture of any and all outstanding commissions.

11.	Billing and Reseller Discounts

11.1.	THE COMPANY will bill THE RESELLER by credit card for all PRODUCTS, before shipping the PRODUCTS to THE RESELLER. Other terms may be extended solely at the discretion of THE COMPANY. THE RESELLER is responsible for billing THE RESELLER's clients. THE RESELLER is solely responsible for income, taxes and expenses related to this Agreement.

11.2.	THE COMPANY reserves the right to change the:

11.2.1	List prices at any time with notice to THE RESELLER and;

11.2.2	Discount structure at any time with thirty (30) days advance  notice to THE RESELLER.

11.3.	Regardless of any disclosure made by THE RESELLER to THE COMPANY or Distributor of an ultimate destination of THE COMPANY PRODUCT products, THE RESELLER shall not export, either directly or indirectly, any documentation of THE COMPANY PRODUCS, or system incorporating such THE COMPANY PRODUCTS without first obtaining a license as required by the United States Government.

12.	Limitation of Liability

12.1.	THE COMPANY makes no warranties, representations or conditions with regard to THE RESELLER program or any product or service sold hereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade.

12.2.	UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL THE COMPANY BE LIABLE TO THE RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

13.	Compliance with Laws

13.1.	THE RESELLER agrees to comply with all laws and regulations that are applicable to the business that THE RESELLER transacts.  THE RESELLER agrees to indemnify and hold THE COMPANY harmless for all liability or damages caused by THE RESELLER's failure to comply with the terms of this provision.

13.2.	In the event that THE RESELLER elects to sell THE COMPANY products or services to the U.S. Government, THE RESELLER does so solely at its own option and risk, and agrees not to obligate THE COMPANY as a subcontractor or otherwise to the U.S. Government. THE RESELLER remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. THE COMPANY makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

13.3.	This Agreement shall be construed and enforced in accordance with the laws of the state of Texas. Texas' law governs this Agreement without consideration to that body of law referred to as "conflicts of laws".
 
14.	Miscellaneous

14.1. If any provisions of this Agreement are deemed invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. COMPANY's failure to enforce any provision of this Agreement shall not constitute or be construed as a waiver of that provision or of the right to enforce it at a later time.
 
14.2. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control.  If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement.
 
14.3. THE COMPANY and THE RESELLER will attempt to settle any claim or controversy arising out of it through mediation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

14.4. Continued use of THE COMPANY technical services constitutes continued acceptance of this Agreement, including any and all modified terms.

I agree with the reseller agreement and hereby certify that the information that I have provided above is accurate, complete and represents a concise and correct description of my company and its dealings. I understand that this information will be used by Veritask, LLC to determine elegibility for inclusion in their "Authorized Reseller" program. I also understand that Veritask, LLC will keep the information that is provided in this form confidential and will not distribute this information to any third party.

* Completion of this application does not imply that you have been accepted as a Veritask, LLC Authorized Reseller/Distributor.