NON-EXCLUSIVE SOFTWARE RESELLER AGREEMENT
This Non-Exclusive Software Reseller Agreement (this "Agreement") is by and between Bombich Software,
Inc., a Massachusetts corporation having a primary place of business at 63 Greenacre Ave., Longmeadow,
Massachusetts, USA ("Bombich Software") and the company identified, at the address specified, in the
online application ("Reseller"). This Agreement is not effective until, following execution by Reseller,
it is received and accepted by Bombich Software by an electronic approval confirmation letter.
Background. Bombich Software has developed and desires to advertise, promote, market and
distribute the retail version of its Carbon Copy Cloner software products (the "Products"). Reseller
desires to obtain the right to act as an independent Reseller of the Products, with the non-exclusive right to
market, promote and resell the Products.
Agreement. Bombich Software and Reseller agree as follows:
1. APPOINTMENT AS A RESELLER. On the terms and subject to the conditions set forth herein,
Bombich Software appoints Reseller as an independent, non-exclusive authorized reseller of the Products and
Reseller hereby accepts such appointment. Reseller may advertise, promote and resell the Products solely to
third party End Users. For purposes of this Agreement, the term "End User" means a person or entity that
acquires the Products for its own use, rather than for resale or distribution. Reseller may not authorize or
appoint any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties, or allow
its End User customers, to advertise, promote, resell, or distribute the Products. All rights not specifically
granted by Bombich Software hereunder are reserved by Bombich Software. Without limiting the generality of the
foregoing, Bombich Software reserves the right, in its sole discretion and without liability of any kind, to
advertise, promote, market and distribute the Products, and to appoint third parties to advertise, promote,
market and distribute the Products, worldwide; to modify any or all of the Products; and to discontinue the
publication, distribution, sale or licensing of any or all of the Products.
2. LICENSE
2.1 Reseller is hereby authorized to grant End Users a limited, non-exclusive, non-transferable, and non-
assignable license to download, install, and use a single copy of each Product onto a single network server or
workstation for commercial use, or for personal use on unlimited computers owned by a single person within a
household. Reseller may not reproduce or distribute any Product bundled with the products of any other person or
entity and shall not engage in any timesharing, software-as-a- service or service bureau-type distribution of
the Products.
2.2 Reseller shall have no rights to the source code to any Product and shall have no rights to, and shall not,
modify, create derivative works of, translate, disassemble, decompile, reverse assemble, reverse compile,
recompile, make extracts from or attempt to determine the source code of any Products, or permit others to do
so, except to the extent that applicable law does not permit Bombich Software to exclude or limit such rights.
Information to enable the production of software that is interoperable with the Products may be available from
Bombich Software on request. Bombich Software shall be the sole provider of all translated versions and sole
owner of all copyrights in translated versions of the Products.
2.3 No license is granted for any use or reproduction of any Product for which the required Price has not been
paid by Reseller.
3. CONSIDERATION, ORDERS AND DELIVERY. Reseller's initial price ("Price") for Products
shall be as set forth in the Product pricing in the Bombich Software web store (the "Site") subject to
the Reseller Program discount schedule appearing on the Reseller Program landing page ("Reseller
Portal") accessed from the Reseller’s assigned log-in page ("Log-In Page"). Reseller
acknowledges that Bombich Software has the right, at any time and from time to time, to modify any or all of the
Product’s prices by giving at least five days’ notice (which may be by posting to the Log-In Page, Reseller
Portal or by email). Bombich Software shall digitally deliver Products upon acceptance of Reseller's online
order and Reseller's payment in full, except as otherwise mutually agreed in writing. Reseller shall pay for the
Products in U.S. dollars (or other currency accepted by the Bombich Software Reseller Store) in immediately
available funds using a Visa, MasterCard, or American Express Credit Card, or by wire transfer, or in such other
manner as Bombich Software may approve. No Product returns are allowed for any reason, unless Bombich Software,
in its discretion, gives written consent. Reseller shall be responsible for all costs associated with its
performance of this Agreement and shall pay all duty and taxes applicable to Reseller's purchase and sale of
Products. Reseller will indemnify and hold Bombich Software harmless from any obligation to pay any governmental
entity any employer statutory taxes, withholding taxes, social security taxes or other taxes, levies or duties
in connection with Reseller's performance under this Agreement, and from any and all damages, losses,
liabilities and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or
resulting therefrom.
4. MARKETING AND PROMOTION OF PRODUCTS
4.1 Promotion. Reseller shall use its best efforts to market and promote Products to End Users, such as by: (a)
attendance by Reseller at trade shows, (b) listing the Products in Reseller's product lists and marketing
materials, (c) advertising the Products in trade journals and other appropriate publications, and (d) at Bombich
Software’s request (or with its written approval), translating and distributing Bombich Software's press
releases and other publicity and sales materials in the territory(ies) served by Reseller. Bombich Software
shall be the sole provider of, and sole owner of copyrights in, translated versions of the EULA and marketing
materials; provided, however, that with Bombich Software’s prior written approval Reseller may translate the
EULA and/or marketing materials into language(s) spoken in the territories where it will conduct sales, for
distribution in the territory, at Reseller’s cost and subject to Bombich Software owning all rights, title and
interest in the copyrights to any such translation; in confirmation thereof Reseller hereby assigns to Bombich
Software all copyrights in any translations it makes of the Products, EULA and other Bombich Software materials
(whether or not made with permission).
4.2 Marketing Practices. Reseller will at all times (a) perform hereunder in a professional manner and in
accordance with this Agreement and any guidelines issued by Bombich Software; (b) conduct business in a manner
that reflects favorably at all times on the Products and the good name, goodwill and reputation of Bombich
Software; (c) avoid deceptive, misleading or unethical practices; (d) make no false or misleading representation
with respect to, or disparage, Bombich Software or the Products; and (e) make no representations with respect to
Bombich Software or the Products, including offering any warranties or accepting any liabilities, that are
inconsistent with Bombich Software's end user license agreement and promotional materials for the Products.
4.3 Promotional Materials. Reseller consents to the listing of its business name, address, phone number and web
site addresses in such Bombich Software web sites, product literature and advertising and promotional materials
as Bombich Software may determine in its sole discretion. During the term of this Agreement, Bombich Software
may provide to Reseller promotional materials with respect to Products, which Reseller may not use for any
purpose other than advertising and promoting the Products to End Users. Reseller may not distribute any
Reseller-created promotional materials with respect to Bombich Software or the Products without Bombich
Software’s prior written approval of such materials.
4.4 Permits, Licenses and Compliance with Laws. Reseller will, at its sole cost and expense, obtain all permits
and licenses necessary to perform this Agreement and will comply with all applicable laws, rules and regulations
in doing so, including without limitation all applicable export and import laws. Without limiting the foregoing,
Reseller agrees not to export, re-export or allow the export or re-export of any United States-origin technical
data, software or other commodities or any direct product of that technical data (i) in violation of any export
control laws or regulations of the United States, including but not limited to, the Bureau of Industry and
Security’s Export Administration Regulations and the regulations of the Treasury Department’s Office of Foreign
Assets Control or any other relevant national government authority; (ii) to any country for which an export
license or other governmental approval is required at the time of export, without first obtaining all necessary
export licenses or other approvals; (iii) to any country or national or resident of a country to which trade is
embargoed by the United States; (iv) to any person or firm on any government agencies Restricted Party List,
including, but not limited to the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S
Treasury Department’s list of Specially Designated Nationals; or (v) for use in any sensitive nuclear, chemical
or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or
specific license. If Reseller conducts business outside the US or with non-US customers, Reseller also expressly
agrees to comply with the United States Foreign Corrupt Practices Act, including without limitation, that it and
its employees and agents shall not directly or indirectly make an offer, payment, promise to pay, or authorize
the giving of anything of value for the purpose of influencing an act or decision of an official of any
government.
4.5 Privacy/Data Collection. Reseller will at all times during the term of this Agreement maintain appropriate
technical and organizational measures to protect any confidential or private End User data that it collects,
accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure,
processing or alteration. Reseller will act on any instructions Bombich Software may issue in relation to the
collection, use, disclosure and processing of any such End User data, but in all instances in accordance with
all applicable laws, rules and regulations.
4.6 Reporting. Reseller will report on its sales of Products to End Users on a quarterly basis and will respond
to Bombich Software’s reasonable requests for information on sales.
4.7 Support. Reseller shall have no obligation to provide maintenance or support of Products to End Users,
unless expressly agreed by both parties.
5. RESALE OF PRODUCTS. Bombich Software shall provide copies of its EULA to Reseller. Reseller
shall promptly review such agreements and advise Bombich Software as to what revisions, if any, should be made
to these agreements to ensure that the versions used in their local geographic region(s) comply with local law
and that Bombich Software has protection concerning proprietary rights, warranty disclaimers and limitations of
liability under such local law that are at least equivalent to the protection provided by U.S. federal law and
the laws of Massachusetts, USA. Reseller may charge End Users for Products at prices determined in its sole
discretion, provided that Reseller may not advertise prices that are below Bombich Software’s suggested retail
prices. Reseller may distribute Products by sale of a Physical Package or Electronic Redemption Code, provided
that in each case End Users will be required to agree to the terms of the EULA. For purposes of this Agreement,
a "Physical Package" means physical media containing a particular Product or printed Redemption Code; an
"Electronic Redemption Code" is a code distributed via email to customers that can be used to create a
personalized customer license via the Bombich Software Redemption website. PLEASE NOTE: REDEMPTION CODES ARE
IMMEDIATELY ACTIVE UPON PURCHASE FROM BOMBICH SOFTWARE WEB STORE.
6. OWNERSHIP. As between Bombich Software and Reseller, all right, title and interest in and to
the Products and associated Bombich Software promotional materials and documentation, including without
limitation all copyrights, patents, trademarks, service marks, trade secrets and other intellectual property
rights are and will remain the property of Bombich Software; such items may only be used by Reseller as
expressly permitted hereunder and Reseller shall not remove, alter or otherwise modify any copyright, trademark
or other notices of proprietary rights contained in such items.
7. CONFIDENTIAL INFORMATION
7.1 Definition. "Confidential Information" includes: (a) the Products; (b) any personally identifiable
data or information regarding any End User; (c) any and all information disclosed by Bombich Software to
Reseller, in whatever format, that is either identified as or would reasonably be understood to be confidential
and/or proprietary; (d) any notes, extracts, analyses or materials prepared by Reseller which are copies of or
derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise
understood; and (e) the terms and conditions of this Agreement. "Confidential Information" does not include
information received from Bombich Software that Reseller can clearly establish by written evidence: (x) is or
becomes known to Reseller from a third party without an obligation to maintain its confidentiality; (y) is or
becomes generally known to the public through no act or omission of Reseller; or (z) is independently developed
by Reseller without the use of Confidential Information.
7.2 Reseller's Obligations. Reseller will make no use of Confidential Information for any purpose except as
expressly authorized by this Agreement. Except as expressly provided in this Agreement, Reseller will not
disclose Confidential Information to any third party and will protect and treat all Confidential Information
with the same degree of care it uses to protect its own confidential information of like importance, but in no
event less than reasonable care. Except as expressly provided in this Agreement, Reseller will not use, make or
have made any copies of Confidential Information, in whole or in part, without the prior written authorization
of Bombich Software. In the event that Reseller is required to disclose Confidential Information pursuant to
law, Reseller will notify Bombich Software of the required disclosure with sufficient time for Bombich Software
to seek relief, will cooperate with Bombich Software in taking appropriate protective measures, and will make
such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.
8. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE TO THE END USER IN
THE APPLICABLE BOMBICH SOFTWARE END USER LICENSE AGREEMENT, BOMBICH SOFTWARE MAKES NO OTHER WARRANTIES RELATING
TO THE PRODUCTS, EXPRESS OR IMPLIED, AND DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND
NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PRODUCTS
OR THE MEDIA ON WHICH PRODUCTS ARE SUPPLIED. RESELLER WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF
BOMBICH SOFTWARE.
9. LIMITATION OF LIABILITY. BOMBICH SOFTWARE'S AGGREGATE LIABILITY TO RESELLER UNDER THIS
AGREEMENT, WHETHER FOR BREACH, IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE PAID BY RESELLER FOR THE COPY OF
THE PRODUCT WHICH GIVES RISE TO THE CLAIM. IN NO EVENT WILL BOMBICH SOFTWARE BE LIABLE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
(INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BOMBICH SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
10. INDEMNIFICATION BY RESELLER. Reseller will indemnify, defend and hold harmless Bombich
Software from and against any and all claims made or actions brought by any third party, and related damages and
expenses (including reasonable attorneys' fees and costs of litigation), resulting from any acts or omissions of
Reseller in connection with this Agreement, Reseller's negligence, misconduct or breach of this Agreement, or
Reseller's misrepresentations relating to Bombich Software, the Products or this Agreement, regardless of the
form of action. Reseller will be solely responsible for any claims, warranties or representations made by
Reseller or Reseller's representatives or agents which differ from the warranties provided by Bombich Software
in the applicable EULA.
11. INFRINGEMENT. Bombich Software agrees to defend or, at its option, settle any claim or
action against Reseller to the extent arising from a third party claim that a permitted use of a Product by End
Users infringes any U.S. patent or copyright, provided Bombich Software has control of such defense or
settlement negotiations and Reseller gives Bombich Software prompt notice of any such claim and provides
reasonable assistance in its defense. In the event of such a claim of infringement, Bombich Software, at its
option, may modify the Products to avoid infringement, provide Reseller with substitute Products reasonably
satisfactory to Reseller to replace those affected Products then in Reseller's inventory or revoke the sale to
Reseller (including terminating the licenses granted) with respect to such Products and refund the entire price
paid for Products not sold to End Users or, for Products sold to End Users, refund a pro rata portion of the
sales price received by Bombich Software therefor based on an assumed 5-year useful life. However, Bombich
Software has no obligation or liability for any claim based on a modification of a Product by a person other
than Bombich Software; or for claims based on the combination, operation, or use of a Product with any other
software, data, or apparatus; or for claims arising from any contribution, design or instructions of Reseller;
or if the infringement arises out of Reseller's activities after Bombich Software has notified Reseller that
Bombich Software believes such activities will result in such infringement. The foregoing states the entire
liability of Bombich Software with respect to infringement of intellectual property rights.
12. BOMBICH SOFTWARE TRADEMARKS. "Bombich Software Trademarks" means all names, marks,
logos, designs, trade dress and other brand designations used by Bombich Software in connection with its
products and services. In performing its obligations hereunder, Reseller may refer to the Products by the
associated Bombich Software Trademarks, provided that such reference is not misleading and complies with any
guidelines issued by Bombich Software. Reseller shall not, during the term of this Agreement or thereafter, use,
adopt or seek to register the Bombich Software Trademarks, or any confusingly similar trademarks or trade names,
in any jurisdiction. Reseller shall not challenge, or assist others in challenging, the validity or ownership of
any Bombich Software Trademarks. Reseller is granted no right, title or license to, or interest in, any Bombich
Software Trademarks. Reseller acknowledges and agrees that any use of the Bombich Software Trademarks by
Reseller will inure to the sole benefit of Bombich Software. If Reseller acquires any rights in any Bombich
Software Trademarks by operation of law or otherwise, it will immediately, at no cost or expense to Bombich
Software, assign such rights to Bombich Software along with all associated goodwill. Upon termination of this
Agreement Reseller will cease all further uses of the Bombich Software Trademarks, except those which the law
permits to be made by any unrelated third party.
13. RELATIONSHIP OF PARTIES. This Agreement does not constitute either party the agent of the
other, or create a partnership, joint venture or similar relationship between the parties, and neither party
will have the power to obligate the other in any manner whatsoever. Reseller acknowledges and agrees that its
relationship with Bombich Software is that of an independent contractor, and Reseller will not act in a manner
that expresses or implies a relationship other than that of an independent contractor. Bombich Software and
Reseller acknowledge and agree that: (a) Reseller is permitted to promote and sell products and services of
companies other than Bombich Software; (b) Reseller is not required to promote Bombich Software products or
services exclusively; and (c) Reseller’s decision to devote all or some of its business efforts to the products
or services of any particular company is solely in the discretion of Reseller.
14. TERM AND TERMINATION
14.1 Term. This Agreement shall be effective for a term of one year from the Effective Date. It shall be
automatically extended for further one-year terms unless either party gives written notice to the other at least
60 days before the expiration of the initial or any renewal term of the party's intent not to renew.
14.2 Termination. Notwithstanding anything in this Agreement to the contrary, after the first (annual) term
Bombich Software may terminate this Agreement without cause and without liability upon 60 days' prior written
notice to Reseller. Either party may terminate this Agreement for any material breach of the Agreement that is
not cured to the non-breaching party's satisfaction within 10 days of written notice that specifies the breach.
14.3 Effect of Termination. Upon termination of this Agreement, Reseller will cease all advertising, marketing
and resale of the Products. Termination of this Agreement will not affect either party's rights or obligations
with respect to Products distributed by Reseller prior to the effective date of the termination.
14.4 No Liability for Termination. Neither party will be liable for any damages suffered by the other party that
arise out of the termination of this Agreement in accordance with this Section 14. Reseller acknowledges and
agrees that Bombich Software is not responsible for Reseller's dependence on revenues hereunder, and Reseller
agrees to release, hold harmless and indemnify Bombich Software from any and all claims and liabilities relating
to Reseller's revenues, financial forecasts or economic value that may result from any termination by Bombich
Software of this Agreement as permitted hereunder.
14.5 Survival. Expiration or termination of this Agreement will not relieve either party from its obligations
arising hereunder prior to such expiration or termination. Rights and obligations which by their nature should
survive (specifically including obligations under Section 7, 10, 11 and 12) will remain in effect after
termination or expiration of this Agreement.
15. ASSIGNMENT. Neither this Agreement nor any rights or obligations of Reseller hereunder
shall be assignable or transferable by Reseller, in whole or in part, by operation of law or otherwise, without
the prior written consent of Bombich Software and any attempt to do so will be void ab initio and will be
considered a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their permitted successors and assigns.
16. NOTICES. Any notices or other communications required or permitted hereunder shall be in
writing and (i) personally delivered at the principal business addresses designated at the beginning of this
Agreement, or (ii) mailed by registered or certified mail, return receipt requested, postage prepaid, or (iii)
delivered by domestic or international courier, at the address set forth above or to such other address or
addresses as either party may hereafter furnish to the other party by notice. Notwithstanding the foregoing,
Bombich Software may give notice of changes in Prices, Product descriptions, order procedures, delivery
procedures and other routine events and procedures by way of email or by posting notices to the Bombich Software
Reseller Store.
17. FORCE MAJEURE. Neither party shall be liable for failure or delay in performance of any of
its obligations hereunder (except the payment of money as and when due) if such delay or failure to perform is
caused by circumstances beyond its control. Reseller shall be required to accept any delayed shipment or
delivery made within a reasonable time.
18. GOVERNING LAWS; ATTORNEYS' FEES. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. The parties agree that any
legal action or proceeding with respect to this Agreement may be initiated only in the federal or state courts
located in the Commonwealth of Massachusetts. By execution and delivery of this Agreement, the parties submit to
and accept with regard to any such action or proceeding the exclusive jurisdiction of such courts. If any legal
action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and
expenses in addition to any other relief to which such prevailing party may be entitled. THIS AGREEMENT WILL NOT
BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR BY THE
PROVISIONS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.
19. EQUITABLE RELIEF. Reseller acknowledges that any breach or threatened breach of this
Agreement involving an unauthorized use of Confidential Information or Bombich Software intellectual property
will result in irreparable harm to Bombich Software for which damages would not be an adequate remedy, and
therefore, in addition to its rights and remedies otherwise available at law, Bombich Software will be entitled
to seek injunctive or other equitable relief, as appropriate, and Reseller hereby waives the right to require
Bombich Software to post a bond. If Bombich Software seeks injunctive or other equitable relief in the event of
a breach or threatened breach of this Agreement by Reseller involving an unauthorized use of Confidential
Information or Bombich Software intellectual property, Reseller agrees that it will not allege in any such
proceeding that Bombich Software’s remedy at law is adequate. If Bombich Software seeks any equitable remedies,
it will not be precluded or prevented from seeking remedies at law, nor will Bombich Software be deemed to have
made an election of remedies.
20. DISPUTE RESOLUTION. Except for the right of either party to seek injunctions or other
equitable relief, any and all claims, disputes or controversies arising under, resulting from, or related to
this Agreement ("Dispute"), excluding any Dispute relating to the validity or infringement of any
intellectual property right, shall be resolved by negotiation, mediation and, if necessary, arbitration, as
follows. The party raising such Dispute shall promptly advise the other party in writing describing in
reasonable detail the nature of such Dispute ("Notice of Dispute"). The senior management of the parties
shall negotiate in good faith to resolve the Dispute; but if they have not done so within thirty (30) days, the
parties shall submit the Dispute to mediation. Within five (5) business days after the end of such thirty days,
each party shall select for itself a representative having authority to bind such party and so advise the other
party. Within ten (10) business days thereafter, the party against whom the Dispute is raised shall select a
mediation organization in the areas of Boston or Springfield, Massachusetts, USA, and shall notify the other
party thereof in writing, the mediation to be scheduled on a date within thirty (30) days thereafter. The
parties shall enter into good faith mediation, and each party shall bear its own costs and an equal share of the
costs of the mediator and the mediation organization. The parties shall hold in confidence the content and
result of the mediation. If the representatives of the parties shall not have been able to resolve the Dispute
within fifteen (15) business days after such mediation hearing, then any and all Disputes shall be resolved by
final and binding arbitration in Boston or Springfield, Massachusetts under the then current procedural rules of
the American Arbitration Association. All proceedings shall be conducted in the English language. The
arbitrators shall have no power to modify the terms or conditions of this Agreement, nor to award punitive
damages. Any award rendered in such arbitration may be enforced by either party in any Court of competent
jurisdiction.
21. ENTIRE AGREEMENT; WAIVER. This Agreement constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersedes and terminates all other prior
commitments, arrangements or understandings, both oral and written, between the parties with respect thereto.
This Agreement may not be modified or amended except by an instrument in writing executed by each of the
parties, except that Bombich Software may modify this Agreement at any time with 10 days’ notice provided on the
Site and/or to Reseller’s last known email address; Reseller agrees that its continued sale of the Product after
the effective date of the amendment will be deemed its acceptance of the terms of the modified Agreement. If
Reseller does not accept the modified Agreement, it must notify Bombich Software and may not purchase more
Products; if it has Products in inventory, the parties will negotiate an equitable solution in good faith, which
may (but need not) include Bombich Software repurchasing the inventory or letting sales proceed under the prior
Agreement. None of the provisions of this Agreement shall be deemed to have been waived by any act or
acquiescence on the part of either party, or its agents or employees, but may be waived only by an instrument in
writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion
shall constitute a waiver of any other provision or of the same provision on another occasion.
IN WITNESS WHEREOF, by clicking on the agree box in the reseller online application the undersigned parties have
entered into this Agreement as of the date it is approved by Bombich Software by issuing an electronic approval
confirmation letter (the "Effective Date").