Non-exclusive Distributorship Agreement
This Non-exclusive Distributorship Agreement is made, signed and came into force on this day __________________of 20__ by and between:
1 APIVOX AUDITOR ________________________________________________, hereinafter refereed to as "Supplier", and
2. ______________________________________________________, the company ( or individual entrepreneur ) organized and existing under the laws of ________________________________________, having its principal place of business at ________________________________________, which expression shall include all assigns, assignees, licensees and successors in title of the ___________________________________________, hereinafter refereed to as "Distributor",
SUPPLIER AND DISTRIBUTOR ARE REFERRED TO HEREINAFTER EITHER INDIVIDUALLY AS "PARTY" OR COLLECTIVELY AS "PARTIES",
WHEREAS
Supplier develops and manufactures Beekeepers Acoustic Assistant - APIVOX AUDITOR and has the exclusive right to distribute these products in the whole of the territory of the World, and
The Distributor wishes to secure the right to purchase from Supplier and resell the products: APIVOX AUDITOR-B, APIVOX AUDITOR-IS, APIVOX AUDITOR-KR, under the name and mark of Supplier in the territory of _________________________________________(country).
The Parties mutually declare that they have the authority and desire to enter into this Agreement ;
NOW THEREFORE and in consideration of the premises and the mutual covenants set out hereinafter, the Parties agreed as follows:
Article I DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
Section 1.01 Affiliate means any company controlled by, controlling, or under common control with Supplier.
Section 1.02 Agreement means this agreement, and the Appendixes, together with all amendments thereto.
Section 1.03 Competing products means production of various manufacturers of the same applicability, approximately same quality, and included in one price category.
Section 1.04 Customer means any person who purchases Products from Distributor
Section 1.05 Appendix means an Appendix attached to this Agreement.
Section 1.06 Trademark means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Appendix 1.
Article II APPOINTMENT OF DISTRIBUTOR
SECTION 2.01. DISTRIBUTOR'S FUNCTIONS
a) The Distributor sells in its own name and for its own account, in the Territory, the Products supplied by the Supplier.
b) The Distributor agrees to use its best efforts to promote the sale of the Products in the Territory in accordance with the Supplier's policy and shall protect the Supplier's interests with the diligence of a responsible businessman.
c) The Distributor is not entitled to act in the name or on behalf of the Supplier, unless previously and specifically authorized to do so by the latter.
SECTION 2.02. REFERRALS
If Supplier or any Affiliate is contacted by any person or entity inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Supplier shall, or shall cause that Affiliate to, refer such person or entity to Distributor for handling.
SECTION 2.03. RELATIONSHIP OF PARTIES
(a) Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement).
(b) Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.
(c). Supplier has the right to enter into a similar agreement with third parties working on the same area, about which is committed to inform the Distributor.
SECTION 2.04. SALE OF PRODUCTS BY DISTRIBUTOR
(a) Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory.
(b). ) Distributor agrees to be knowledgeable with regard to applicable Products and the Product functions and operation.
(c) Distributor agrees to promote the goodwill of Supplier through diligent servicing of Customer requirements, through the performance as engineering liaison for Purchaser, and through the maintenance of continuing close customer contact in connection therewith.
(d). Distributor agrees to be responsive to all reported customer problems, including potential warranty claims, and act as liaison between Customer and Supplier until issues are satisfactorily resolved.
(e). Distributor agrees making no alteration, modification or addition to the Product and make no representation nor give any warranty or guarantee or pledge Supplier ’s credit in relation to the Products other than as agreed by Supplier, in writing, in advance.
SECTION 2.05. COMPETING PRODUCTS
Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products (Competing Products) during the term of this Agreement or any extensions thereof.
SECTION 2.06. ADVERTISING
a). Distributor shall make all efforts to maximize awareness of potential buyers in his region about products.
(b). Distributor has the right to use all video, audio, photo, and other materials belonging to the Supplier and which are the objects of its copyright, in order to inform Customers about the product selling and advertising by Distributor.
SECTION 2.07. NEW PRODUCTS
(a) If Supplier or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Supplier shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product.
(b) Distributor may request from Supplier distribution rights for that product in the Territory, or any portion thereof, and if so requested, Supplier shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.
(c) If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Supplier or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Supplier shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor
(d) If Supplier or the Affiliate desires to make a better offer to another party, Supplier shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above.
SECTION 2.08. INFORMATION SUPPORT OF DISTRIBUTOR
(a). Supplier will do everything in its power to clarify the methods of working with the instrument, its advantages and disadvantages.
(b). Supplier will provide to distributor all photo, video and other materials which he has, necessary for better understanding principles of working with the device.
(c). Supplier will promptly respond to all questions of distributor, concerning special features of working with the device.
SECTION 2.09. CONFIDENTIAL INFORMATION
(a). The Parties shall guarantee the confidentiality of documentation, information, knowledge and experience gained from each other.
(b). The Parties will take all necessary measures to prevent full or partial disclosure of the documents, information, in particular correspondence stamped "For Official Use "or introduction to them by third parties.
(c). With the transmitted documents and information will be shared only those persons from the staff of the Parties, which are directly use it in their work.
ARTICLE III TERMS OF PURCHASE AND SALE OF PRODUCTS
SECTION 3.01. PURCHASE OF PRODUCT
(a) Each order for Products submitted by Distributor to Supplier shall be subject to the written form of the order contains in the Appendix 1 to the Agreement.
(b) All orders for Products transmitted by Distributor to Supplier shall be deemed to be accepted by Supplier at the time such orders are received by Supplier to the extent that they are in compliance with the terms of this Agreement, and Supplier shall confirm its receipt and acceptance of each order in written form in 3 working days of receipt of the order.
(с) Distributor makes orders for applications in the form of a group pack of at least three (3) applications in the group at the same time when he make the order for the first time and at least five (5) applications at the same time for all subsequent orders.
SECTION 3.02. PURCHASES FOR RESALE
All Products purchased by Distributor shall be purchased solely for commercial resale, excepting those Products reasonably required by Distributor for advertising and demonstration purposes.
SECTION 3.03. ORDER PROCEDURE AND PAYMENT
Order of the programs by Distributor for the Customers goes according to the following procedure :
(a). The distributor receives from the buyers request in the form specified in the Annex to this agreement. The sections of the form - the program language, country of use of the program, Google Account of the buyer, IMEI or\and Serial Number - are mandatory for correct filling, as they are the keys for generating customized versions of the program for each Customer. If you wrongly specify one of the key parameters, the program will not work. Reinstalling of the programs is not possible. New generation of the personalized version is required.
(b). The Supplier receives the message from the Distributor with Customers data and checks it for completeness and correctness. After that, the Distributor receives confirmation from the Supplier that it is ready for generating customized programs for Customers.
(c). After confirmation, the Distributor transfers money for an appropriate number of applications to the Supplier's bank account, specified in this agreement, using a bank transfer ( at his own expense), or using a credit card.
(d). After receipt of money on it's account , Supplier generates applications individually for each customer and send them all together to the email address of the Distributor. After receiving the software package to email address, Distributor forwards the programs to Customers in the period and dates, specified in each sending.
Section 3.04. CANCELLATION OF ORDERS
Cancellation of orders is impossible, after receipt of money on account of the Supplier.
Section 3.05. PURCHACE PRICE
a) The prices payable by the Distributor shall be 30 euro or equivalent in US Dollars with the discount 33,3% .
b) The Distributor agrees to comply, with the utmost care, the terms of payment agreed upon between the parties.
Section 3.06. PRICE CHANGES
Unless otherwise agreed, prices are subject to change at any time, subject to one month's notice.
Section 3.07. RESALE PRICE
The Distributor is not free to fix the resale prices of the Products. The prices payable by the customers shall be 30 euro or equivalent in US Dollars.
Article IV EXCLUSIVE RIGHTS
Section 4.03. PATENT AND COPYRIGHT
(a). All exclusive property rights on Software Products and the exclusive right to use trademarks owned by the Supplier .
(b). Distributor shall inform Customers about copyrights for purchased products.
(c). Distributor shall notify Supplier in identifying cases of illegal use of Products on the territory of ________________________________________________(country, region).
(d). Distributor have the right to use a trademark without written authorization of Supplier solely for the purpose of advertising and services referred to fulfillment of this Agreement.
Section 4.04. SUPPLIER'S TRADEMARKS AND TRADE NAMES
(a). The Distributor shall use the Supplier's trademarks, trade names or any other symbols. However, the Distributor may do so only for the purpose of identifying and advertising the Products within the scope of this contract and in the Supplier's sole interest.
(b). The Distributor agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Supplier (or which are confusingly similar to the Supplier's), in the Territory or elsewhere.
(c). The Distributor's right to use the Supplier's trademarks, trade names or symbols, as provided for under the first paragraph of this Article, shall cease immediately upon the expiration or termination, for any reason, of the present contract. This does not preclude the Distributor's right to sell the Products in stock at the date of expiration of the contract which bear the Supplier's trademarks.
(d). The Distributor shall notify the Supplier of any infringement in the Territory of the Supplier's trademarks, trade names or symbols, or other industrial property rights, that comes to the Distributor's attention.
Article V DISCALMERS , NO WARRANTIES
(a). THE PROGRAM APIVOX AUDITOR AND ALL MATERIALS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUPPLIER ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PROGRAM AND ALL MATERIALS, INCLUDING BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SUPPLIER ENTITIES DO NOT WARRANT THAT THE PROGRAM APIVOX AUDITOR OR ANY PART THEREOF, OR ANY MATERIALS OFFERED THROUGH THE PROGRAM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PROGRAM WILL CREATE ANY WARRANTY . YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OFTHE PROGRAM, YOUR DEALINGS WITH OTHER PROGRAM USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR SMARTPHONE USED IN CONNECTION WITH THE PROGRAM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PROGRAM OR ITS DOWNLOAD.
(b). THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Article VI LIMITATION OF LIABILITY
IN NO EVENT WILL THE SUPPLIER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PROGRAM APIVOX AUDITOR OR ANY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SUPPLIER ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE PROGRAM APIVOX AUDITOR (INCLUDING ANY MATERIALS AVAILABLE THROUGH THE PROGRAM) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS, IF ANY, YOU HAVE PAID TO SUPPLIER FOR THE PROGRAM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Article VII TERM AND TERMINATION
(a). Subject to earlier termination as provided herein, this Agreement is effective as of the date of signature of this Agreement by both parties and remains in effect for twelve (12) months.
(b). This Agreement may be terminated without cause prior to the completion of the term specified above:
Section 7.01. FORCE MAJEURE
Neither party shall be liable to the other party hereunder for nonperformance or delay in the performance of any of the terms and conditions of this Agreement if such nonperformance or delay is caused by circumstances beyond its control.
SECTION 7.02. DISPUTE RESOLUTIONS
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
SECTION 7.03. AUTHENTIC TEXT
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, but, in making proof of this Agreement, it shall not be necessary to produce or account for all such counterparts.
Article IX SIGNATURES OF THE PARTIES
"Supplier", ________________________________________________ ______________
________________________________________________________________________
name and legal data
Date _________________Signature_________________________________________
"Distributor", ________________________________________________ ______________
_________________________________________________________________________
name and legal data
Date _________________Signature___________________________________________
It is required to sign each page of the agreement
Appendix 1
FORM OF PURCHASE ORDER FOR CLIENT
Name * _________________________________________________________________
State *____________________________
Region *__________________________
Application language *
English \ German \ French \ Spanish
App type to buy *
APIVOX AUDITOR - B \ APIVOX AUDITOR - IS \ APIVOX AUDITOR - KR
Google account name ( [email protected]) * ___________________ _______________
IMEI\MEID\ESN for smartphones SN\SNID for tablets without sim cards. use GETIMEI app. to find it correctly ! At least one of the following fields must be filled.
1) IMEI ___________________________
2) MEID___________________________
3) ESN ___________________________
4) Serial Number ____________________
User Licence Agreement confirmation. *
I have read and understood the User License Agreement. I agree with all the terms and restrictions. Clicking on this check box , I accept this User Licence Agreement and agree to fulfill it
The application is made with the usage of maximum possible levels of individualization and involves data which you submit to identify you uniquely as a user of the program. In addition the program includes special levels of protection and personalization. Thus in the case of unauthorized usage of the program or hacking, you will be liable as a person who has transferred his copy of the software for illegal activities.
I understand and accept the following conditions*
My smartphone or tablet have Android OS 4,5 or higher
I have Google account and gmail and it is filled correctly
I wrote the exact area in which the application will be downloaded and used
I wrote correct data of my device, on which I will install Apivox Auditor app.
I agree to purchase the application "as is"
Customer _______________________________________________________
Date _________________Signature __________________________
Stamp or signature of Dealer ________________________________________
1 APIVOX AUDITOR ________________________________________________, hereinafter refereed to as "Supplier", and
2. ______________________________________________________, the company ( or individual entrepreneur ) organized and existing under the laws of ________________________________________, having its principal place of business at ________________________________________, which expression shall include all assigns, assignees, licensees and successors in title of the ___________________________________________, hereinafter refereed to as "Distributor",
SUPPLIER AND DISTRIBUTOR ARE REFERRED TO HEREINAFTER EITHER INDIVIDUALLY AS "PARTY" OR COLLECTIVELY AS "PARTIES",
WHEREAS
Supplier develops and manufactures Beekeepers Acoustic Assistant - APIVOX AUDITOR and has the exclusive right to distribute these products in the whole of the territory of the World, and
The Distributor wishes to secure the right to purchase from Supplier and resell the products: APIVOX AUDITOR-B, APIVOX AUDITOR-IS, APIVOX AUDITOR-KR, under the name and mark of Supplier in the territory of _________________________________________(country).
The Parties mutually declare that they have the authority and desire to enter into this Agreement ;
NOW THEREFORE and in consideration of the premises and the mutual covenants set out hereinafter, the Parties agreed as follows:
Article I DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
Section 1.01 Affiliate means any company controlled by, controlling, or under common control with Supplier.
Section 1.02 Agreement means this agreement, and the Appendixes, together with all amendments thereto.
Section 1.03 Competing products means production of various manufacturers of the same applicability, approximately same quality, and included in one price category.
Section 1.04 Customer means any person who purchases Products from Distributor
Section 1.05 Appendix means an Appendix attached to this Agreement.
Section 1.06 Trademark means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Appendix 1.
Article II APPOINTMENT OF DISTRIBUTOR
SECTION 2.01. DISTRIBUTOR'S FUNCTIONS
a) The Distributor sells in its own name and for its own account, in the Territory, the Products supplied by the Supplier.
b) The Distributor agrees to use its best efforts to promote the sale of the Products in the Territory in accordance with the Supplier's policy and shall protect the Supplier's interests with the diligence of a responsible businessman.
c) The Distributor is not entitled to act in the name or on behalf of the Supplier, unless previously and specifically authorized to do so by the latter.
SECTION 2.02. REFERRALS
If Supplier or any Affiliate is contacted by any person or entity inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Supplier shall, or shall cause that Affiliate to, refer such person or entity to Distributor for handling.
SECTION 2.03. RELATIONSHIP OF PARTIES
(a) Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement).
(b) Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.
(c). Supplier has the right to enter into a similar agreement with third parties working on the same area, about which is committed to inform the Distributor.
SECTION 2.04. SALE OF PRODUCTS BY DISTRIBUTOR
(a) Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory.
(b). ) Distributor agrees to be knowledgeable with regard to applicable Products and the Product functions and operation.
(c) Distributor agrees to promote the goodwill of Supplier through diligent servicing of Customer requirements, through the performance as engineering liaison for Purchaser, and through the maintenance of continuing close customer contact in connection therewith.
(d). Distributor agrees to be responsive to all reported customer problems, including potential warranty claims, and act as liaison between Customer and Supplier until issues are satisfactorily resolved.
(e). Distributor agrees making no alteration, modification or addition to the Product and make no representation nor give any warranty or guarantee or pledge Supplier ’s credit in relation to the Products other than as agreed by Supplier, in writing, in advance.
SECTION 2.05. COMPETING PRODUCTS
Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products (Competing Products) during the term of this Agreement or any extensions thereof.
SECTION 2.06. ADVERTISING
a). Distributor shall make all efforts to maximize awareness of potential buyers in his region about products.
(b). Distributor has the right to use all video, audio, photo, and other materials belonging to the Supplier and which are the objects of its copyright, in order to inform Customers about the product selling and advertising by Distributor.
SECTION 2.07. NEW PRODUCTS
(a) If Supplier or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Supplier shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product.
(b) Distributor may request from Supplier distribution rights for that product in the Territory, or any portion thereof, and if so requested, Supplier shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products.
(c) If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Supplier or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Supplier shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor
(d) If Supplier or the Affiliate desires to make a better offer to another party, Supplier shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above.
SECTION 2.08. INFORMATION SUPPORT OF DISTRIBUTOR
(a). Supplier will do everything in its power to clarify the methods of working with the instrument, its advantages and disadvantages.
(b). Supplier will provide to distributor all photo, video and other materials which he has, necessary for better understanding principles of working with the device.
(c). Supplier will promptly respond to all questions of distributor, concerning special features of working with the device.
SECTION 2.09. CONFIDENTIAL INFORMATION
(a). The Parties shall guarantee the confidentiality of documentation, information, knowledge and experience gained from each other.
(b). The Parties will take all necessary measures to prevent full or partial disclosure of the documents, information, in particular correspondence stamped "For Official Use "or introduction to them by third parties.
(c). With the transmitted documents and information will be shared only those persons from the staff of the Parties, which are directly use it in their work.
ARTICLE III TERMS OF PURCHASE AND SALE OF PRODUCTS
SECTION 3.01. PURCHASE OF PRODUCT
(a) Each order for Products submitted by Distributor to Supplier shall be subject to the written form of the order contains in the Appendix 1 to the Agreement.
(b) All orders for Products transmitted by Distributor to Supplier shall be deemed to be accepted by Supplier at the time such orders are received by Supplier to the extent that they are in compliance with the terms of this Agreement, and Supplier shall confirm its receipt and acceptance of each order in written form in 3 working days of receipt of the order.
(с) Distributor makes orders for applications in the form of a group pack of at least three (3) applications in the group at the same time when he make the order for the first time and at least five (5) applications at the same time for all subsequent orders.
SECTION 3.02. PURCHASES FOR RESALE
All Products purchased by Distributor shall be purchased solely for commercial resale, excepting those Products reasonably required by Distributor for advertising and demonstration purposes.
SECTION 3.03. ORDER PROCEDURE AND PAYMENT
Order of the programs by Distributor for the Customers goes according to the following procedure :
(a). The distributor receives from the buyers request in the form specified in the Annex to this agreement. The sections of the form - the program language, country of use of the program, Google Account of the buyer, IMEI or\and Serial Number - are mandatory for correct filling, as they are the keys for generating customized versions of the program for each Customer. If you wrongly specify one of the key parameters, the program will not work. Reinstalling of the programs is not possible. New generation of the personalized version is required.
(b). The Supplier receives the message from the Distributor with Customers data and checks it for completeness and correctness. After that, the Distributor receives confirmation from the Supplier that it is ready for generating customized programs for Customers.
(c). After confirmation, the Distributor transfers money for an appropriate number of applications to the Supplier's bank account, specified in this agreement, using a bank transfer ( at his own expense), or using a credit card.
(d). After receipt of money on it's account , Supplier generates applications individually for each customer and send them all together to the email address of the Distributor. After receiving the software package to email address, Distributor forwards the programs to Customers in the period and dates, specified in each sending.
Section 3.04. CANCELLATION OF ORDERS
Cancellation of orders is impossible, after receipt of money on account of the Supplier.
Section 3.05. PURCHACE PRICE
a) The prices payable by the Distributor shall be 30 euro or equivalent in US Dollars with the discount 33,3% .
b) The Distributor agrees to comply, with the utmost care, the terms of payment agreed upon between the parties.
Section 3.06. PRICE CHANGES
Unless otherwise agreed, prices are subject to change at any time, subject to one month's notice.
Section 3.07. RESALE PRICE
The Distributor is not free to fix the resale prices of the Products. The prices payable by the customers shall be 30 euro or equivalent in US Dollars.
Article IV EXCLUSIVE RIGHTS
Section 4.03. PATENT AND COPYRIGHT
(a). All exclusive property rights on Software Products and the exclusive right to use trademarks owned by the Supplier .
(b). Distributor shall inform Customers about copyrights for purchased products.
(c). Distributor shall notify Supplier in identifying cases of illegal use of Products on the territory of ________________________________________________(country, region).
(d). Distributor have the right to use a trademark without written authorization of Supplier solely for the purpose of advertising and services referred to fulfillment of this Agreement.
Section 4.04. SUPPLIER'S TRADEMARKS AND TRADE NAMES
(a). The Distributor shall use the Supplier's trademarks, trade names or any other symbols. However, the Distributor may do so only for the purpose of identifying and advertising the Products within the scope of this contract and in the Supplier's sole interest.
(b). The Distributor agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Supplier (or which are confusingly similar to the Supplier's), in the Territory or elsewhere.
(c). The Distributor's right to use the Supplier's trademarks, trade names or symbols, as provided for under the first paragraph of this Article, shall cease immediately upon the expiration or termination, for any reason, of the present contract. This does not preclude the Distributor's right to sell the Products in stock at the date of expiration of the contract which bear the Supplier's trademarks.
(d). The Distributor shall notify the Supplier of any infringement in the Territory of the Supplier's trademarks, trade names or symbols, or other industrial property rights, that comes to the Distributor's attention.
Article V DISCALMERS , NO WARRANTIES
(a). THE PROGRAM APIVOX AUDITOR AND ALL MATERIALS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. SUPPLIER ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PROGRAM AND ALL MATERIALS, INCLUDING BUT NOT LIMITED TO: (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SUPPLIER ENTITIES DO NOT WARRANT THAT THE PROGRAM APIVOX AUDITOR OR ANY PART THEREOF, OR ANY MATERIALS OFFERED THROUGH THE PROGRAM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PROGRAM WILL CREATE ANY WARRANTY . YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OFTHE PROGRAM, YOUR DEALINGS WITH OTHER PROGRAM USERS, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT YOU USE THE PROGRAM AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR SMARTPHONE USED IN CONNECTION WITH THE PROGRAM) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE PROGRAM OR ITS DOWNLOAD.
(b). THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Article VI LIMITATION OF LIABILITY
IN NO EVENT WILL THE SUPPLIER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PROGRAM APIVOX AUDITOR OR ANY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SUPPLIER ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE PROGRAM APIVOX AUDITOR (INCLUDING ANY MATERIALS AVAILABLE THROUGH THE PROGRAM) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS, IF ANY, YOU HAVE PAID TO SUPPLIER FOR THE PROGRAM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Article VII TERM AND TERMINATION
(a). Subject to earlier termination as provided herein, this Agreement is effective as of the date of signature of this Agreement by both parties and remains in effect for twelve (12) months.
(b). This Agreement may be terminated without cause prior to the completion of the term specified above:
- By mutual written consent of the parties;
- By either party, upon not less than thirty (30) days notice in writing.
Section 7.01. FORCE MAJEURE
Neither party shall be liable to the other party hereunder for nonperformance or delay in the performance of any of the terms and conditions of this Agreement if such nonperformance or delay is caused by circumstances beyond its control.
SECTION 7.02. DISPUTE RESOLUTIONS
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
SECTION 7.03. AUTHENTIC TEXT
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes, but, in making proof of this Agreement, it shall not be necessary to produce or account for all such counterparts.
Article IX SIGNATURES OF THE PARTIES
"Supplier", ________________________________________________ ______________
________________________________________________________________________
name and legal data
Date _________________Signature_________________________________________
"Distributor", ________________________________________________ ______________
_________________________________________________________________________
name and legal data
Date _________________Signature___________________________________________
It is required to sign each page of the agreement
Appendix 1
FORM OF PURCHASE ORDER FOR CLIENT
Name * _________________________________________________________________
State *____________________________
Region *__________________________
Application language *
English \ German \ French \ Spanish
App type to buy *
APIVOX AUDITOR - B \ APIVOX AUDITOR - IS \ APIVOX AUDITOR - KR
Google account name ( [email protected]) * ___________________ _______________
IMEI\MEID\ESN for smartphones SN\SNID for tablets without sim cards. use GETIMEI app. to find it correctly ! At least one of the following fields must be filled.
1) IMEI ___________________________
2) MEID___________________________
3) ESN ___________________________
4) Serial Number ____________________
User Licence Agreement confirmation. *
I have read and understood the User License Agreement. I agree with all the terms and restrictions. Clicking on this check box , I accept this User Licence Agreement and agree to fulfill it
The application is made with the usage of maximum possible levels of individualization and involves data which you submit to identify you uniquely as a user of the program. In addition the program includes special levels of protection and personalization. Thus in the case of unauthorized usage of the program or hacking, you will be liable as a person who has transferred his copy of the software for illegal activities.
I understand and accept the following conditions*
My smartphone or tablet have Android OS 4,5 or higher
I have Google account and gmail and it is filled correctly
I wrote the exact area in which the application will be downloaded and used
I wrote correct data of my device, on which I will install Apivox Auditor app.
I agree to purchase the application "as is"
Customer _______________________________________________________
Date _________________Signature __________________________
Stamp or signature of Dealer ________________________________________