Duties of Reseller. RESELLER agrees to promote, market, distribute and support the Products as set forth below and agrees, in furtherance of the foregoing:
(a) To identify and contact Customers in person, by telephone or using direct mailings, to demonstrate the Products to Customers and to advise Customers on the selection, use, functionality, specifications and price/performance characteristics of the Products in accordance with the Documentation;
(b) To market and distribute the Products only under License Agreements in accordance with Article 5 hereof;
(c) To provide reasonable "first level" technical assistance to Customers and Licensees concerning the installation, operation and maintenance of the Products;
(d) To distribute corrections and enhancements prepared by CASI to, and new releases of, the Products to Licensees;
(e) To remit promptly all amounts due to CASI pursuant to Section 9.1 hereof;
(f) To maintain records concerning the name, address, contact person, e-mail address, telephone and telefax number of all Customers and Licensees;
(g) To provide CASI with the periodic reports described in Section 9.2 hereof;
(h) To maintain an adequate number of experienced personnel who are properly trained and certified by CASI to promote, license, install, maintain and otherwise support the Products; and
(i) To notify CASI promptly of any Product defects or other unresolved technical problems concerning the installation, use, or performance of the Products.
Duties of Reseller. 7.1 Reseller will at all times during the Term observe and perform the terms and conditions set out in this Agreement;
7.1.1 devote its reasonable commercial efforts to promoting and marketing the Product in the Territory;
7.1.2 conduct its business in a responsible and ethical manner in the Territory and in accordance with all applicable laws, regulations and rules of the Territory, and not do or permit to be done anything that may bring BMI, the Product, the BMI Trademarks and/or the IP Rights into disrepute;
7.1.3 promptly bring to the attention of BMI any complaints it may receive regarding the Product;
7.1.4 not make or give any warranties, guarantees, representations or other commitments in relation to the Product or Services, other than as provided by BMI in writing (including in any Marketing Materials provided by BMI and specified in the Documentation) or approved by BMI in writing;
Duties of Reseller. During the Term of this Agreement:
a. Reseller must facilitate access to and build an interface to the Service.
b. Reseller shall xxxx Customers directly for access to the Service.
c. Reseller will restrict access to the Service by generating passwords only for Customers who have purchased access to the Service through Reseller.
d. Reseller is specifically prohibited from copying, duplicating, saving, storing or keeping, in any form, any data, including resume or candidate information, received through the Service.
e. Reseller will provide first level maintenance and support to Customers, for the Service;
f. Complete all integration and other activities necessary for the Service Launch Date to be within 45 days of the Effective Date.
g. Reseller shall undertake commercially reasonable sales and marketing initiatives, at its own discretion and expense, designed to promote sales of the Service to its customers and prospects.
h. During the Term, Reseller will provide monthly sales reports to ActiveHire containing the number of sales made during the previous month and the total number of Customers. Reports due within 30 days of the month end.
i. Reseller shall make all required payments to ActiveHire in accordance with Section 5 and Attachment B. If Reseller fails to make any payments as required under this Agreement, then ActiveHire may suspend or terminate Customer access to the Service until such accrued payments have been made by Reseller, as long as Reseller has been given written notice of Reseller’s failure to pay, and Reseller has five (5) days to make all payments accrued to date.
j. Except for warranties expressed in this Agreement, ActiveHire assumes no responsibility for the content of the Reseller web site, product or service, and Reseller agrees to indemnify, defend and hold ActiveHire and its officers, directors, shareholders, and employees harmless from and against any third party claims, actions or demands alleging that ActiveHire has any liability to any third party arising from the third party's use of Reseller's web site, products or services. Reseller shall indemnify and hold harmless ActiveHire and its officers, directors, shareholders, and employees from and against any and all loss, damage, liability, cost and expense (including, but not limited to, reasonable attorney fees and other litigation expenses) relating to any third party claim, action, suit, or other proceeding resulting from a breach by Reseller of any one or more of its rep...
Duties of Reseller. 3.1 Either party shall solicit subscribers to the Paging Service from persons other than persons or entities currently receiving Paging Service pursuant to arrangements with the other party or any other reseller for the other party. However, either party can enter into agreements for and provide Paging Services to the other party's subscribers if such subscribers initiate the solicitation. If Reseller solicits and resells Paging Service to any subscriber already receiving Paging Service from ANP or another reseller, then, in addition
Duties of Reseller. 5.01 Reseller shall use reasonable sales and marketing efforts to promote the sales of Company’s Products. Reseller represents and warrants that it is familiar with the Internet and the Products and that it is presently qualified to promote the sale and provide sales support for such Products.
5.02 Reseller shall follow such procedures and use such contracts and forms in placing orders with Company as Company requests, and as Company may request from time to time in its sole discretion.
5.03 Upon notification by Customer or Reseller of any damages to or unconformities of Products, Company shall repair or replace the Products in accordance with its standard warranty policy attached hereto in Schedule C (“Warranty”).
5.04 Reseller shall be solely liable for the payment of any sales tax, use tax, occupational tax or any other taxes assessed or duties levied, imposed or collected by any governmental authority arising from the sale or storage of Products purchased by Reseller.
5.05 Upon execution of this Agreement, the Reseller shall pay the Company a $50,000 deposit towards the Reseller’s commitment to purchase up to $500,000 of demo units (“Demo Units”) within 120 days of this signed Agreement. The $50,000 deposit shall be credited to the Reseller toward the order and purchase of the Demo Units. In the event that the Reseller does not place an order for the Demo Units within 120 days of this agreement, Company shall retain the $50,000 deposit with no recourse to the Reseller. The Reseller also agrees to clearly identify, within sixty (60) days of the execution of Agreement, the Demo Units to be purchased to allow the Company to begin the design engineering prior to the 120 day period. Each Demo Unit shall be manufactured by Company in accordance with industry specifications as submitted by Reseller in writing. Reseller shall (1) at the time Reseller places the order for the Demo Units, pay Company a down payment of 25% of the purchase price of the Demo Units via wire transfer to a bank account designated by Company and pay the remainder of the purchase price in full when Reseller is notified by the Company that the Demo Units are ready for delivery; or (2) issue a Letter of Credit issued by a prime bank to Company for the full amount of the purchase price payable at the time that Reseller is notified by the Company that the Demo Units are ready for delivery. Failure of the Reseller to purchase the $500,000 of demo units within the above allotted time frame wi...
Duties of Reseller. 3.1 Reseller is solely responsible for establishing its customer charges and billing its customers for international direct dial telephone services provided via the facilities, and for all applicable taxes associated therewith.
3.2 Reseller will pay all of its own operating expenses, and other expenses including applicable taxes and fees.
3.3 Reseller will be responsible for the payment of all sums owed to A.T. Net pursuant to this Agreement regardless of whether Reseller has been paid for such charges by its customers. Reseller acknowledges that A.T. Net will not be liable for any losses or damages suffered by Reseller or any of its customers in connection with the incurrence of such charges.
Duties of Reseller. 2.1 RESELLER agrees to offer for sale to or lease by its customers a package which includes POS equipment, and credit card merchant accounts to be provided exclusively by USMS for the term of this agreement.
2.2 RESELLER will perform the following functions to facilitate all sales: - Initiate contact to prospects and provide information regarding the merchant account program. - Complete a one page "Quick Application" and order form with all of the customer's information. - Properly and completely disclose all fees and charges to the customer. - Promptly submit quick applications and payment information to USMS for processing. - Ensure that RESELLER representatives are properly and ethically representing all products and services provided by USMS and IntelliPAY.
2.3 RESELLER agrees that commissions to RESELLER shall be advanced within 5 business days of completion of funding to USMS, however such commission shall not be deemed as fully earned until RESELLER'S client has executed client's first electronically debited lease payment-in the event of a lease. RESELLER authorizes USMS to reverse commissions to RESELLER in the amount equal to the amount of commission received by RESELLER in the event that USMS must refund to the leasing company funding for any sale in which the client has not made client's first electronic lease payment.
2.4 RESELLER acknowledges that USMS is obligated to adhere to the rules and regulations as set forth by VISA, Mastercard, American Express, Discover, any acquiring banks, credit card processors as well as federal, state and local laws, RESELLER agrees that it will abide by any rules, and regulations, or instructions concerning these rules and regulations as presented to RESELLER by USMS. RESELLER agrees not to publish any advertisement offering USMS' credit card processing which has not been authorized in writing by USMS.
2.5 RESELLER agrees that USMS may, at its sole discretion, select any vendors and service providers needed to fulfill its functions of this agreement.
2.6 RESELLER acknowledges that USMS shall put forth time, effort and monetary expense towards the success and fulfillment of this program. Such shall include, but not be limited to acquisition and training of additional personnel, operational costs, and investment in marketing and materials. RESELLER acknowledges that violation of exclusivity by RESELLER, or termination of this agreement prior to the end of its term may cause monetary losses to USMS to which RESELL...
Duties of Reseller. Reseller shall use reasonable efforts to solicit orders from all potential clients. Reseller shall be under no obligation to sell or market exclusively the services of Appointment-Plus.
Duties of Reseller. 8.1 Reseller shall use, and shall permit others to use, the Product only in a manner permitted and intended by this Reseller Agreement. Any other use of Product either by Reseller or permitted by Reseller shall constitute a material breach.
8.2 Reseller shall keep ANDA informed as to any problems encountered with the Products and any resolutions arrived at for those problems, and to promptly communicate any and all modifications, design changes or improvements of the Products suggested by any customer, employee or agent of Reseller.
8.3 Reseller shall NOT modify, disassemble, decompile, or otherwise reverse engineer the Product or Plugs or otherwise attempt to learn the structure, algorithms or ideas underlying the Product or Plugs.
8.4 Reseller shall NOT infringe on the copyright, patent or any other proprietary right of any third party.
8.5 Reseller shall NOT distribute in electronic form any content which violates any law or regulation or to which ANDA has raised any objection.
Duties of Reseller. (a) Reseller shall use its best efforts to secure subscriptions to the Service by Subscribers in the Territory. A Marketing Plan describing some of the steps Reseller will take to promote the Service is annexed as Exhibit A hereto. If Exhibit A is not completed within this Agreement, Reseller shall propose a Marketing Plan within 30 days hereof and shall implement such plan, subject to any reasonable adjustments to the plan requested by Artera. Reseller shall be responsible for all costs and expenses incurred in securing orders for, distributing, promoting and marketing the Service. In performing under this Agreement, Reseller shall at all times act in accordance with this Agreement, with guidelines and procedures furnished to Reseller by Artera, with customary commercial practices and with applicable law.
(b) Reseller shall maintain a Web site and establish on it Service information page(s), with links to allow prospective Subscribers to purchase a subscription to the Service online via download of the Service's End User software. Reseller may also allow prospective residential Subscribers to initiate a Free Trial of the Service. Reseller shall offer to provide the End User software to Subscribers, upon their request, by sending the End User a CD containing such software. Artera shall provide Reseller with master CDs containing the End User software, but the cost of producing CDs from the master and sending CDs to Subscribers shall be borne by Reseller.
(c) Reseller shall provide to Artera such information as is required to enable Artera to (i) establish Reseller's business management account within the CRM System, (ii) provide the necessary templates regarding the Service for use on Reseller's Web site, (iii) provide customized wizards for any Free Trials Reseller offers on its Web site, (iv) coordinate links to the Service's on-line knowledge base for support and (v) coordinate additional links between Reseller's Web site and the Service's Web site as appropriate.
(d) As a condition to subscribing to the Service, Reseller shall require that all Subscribers agree to Artera's Terms of Service for the Service (the "Terms of Service"). Artera shall have the right to modify the Terms of Service from time to time. Except for the Terms of Service, all agreements relating to Subscribers' use of the Service shall be between Reseller and the respective Subscribers. Reseller shall have no authority to bind or obligate Artera under any subscription agreement or oth...
