1. This is a Non-Exclusive Reseller Appointment. Rasterweq Software appoints Reseller as a worldwide, non-exclusive reseller of the Rasterweq Software Products.

2. The Software is the property of Rasterweq Ltd.

3. The Software is protected by local and international copyright laws and treaties. Nobody may install or use the Software unless they have a license with Rasterweq Software. Nobody may resell the software unless they have been approved by Rasterweq Software for the Rasterweq Software Reseller Program.

4. Rasterweq Software's web site http://www.rasterweq.com/affiliates.htm lists Products that can be resold by Reseller, along with list price and Reseller purchase discount. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed on Rasterweq Software web site for resale to their End User customers. Rasterweq Software reserves the right to change the list of Products and price at any time without prior notice.

5. Products prices listed on Rasterweq Software's web site are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Rasterweq Software shall not charge sales tax on sales made to Reseller, since all sales are intended for resale to End Users. Reseller shall be responsible for assessment, collection, remittance, accounting, reporting, and all other such legal responsibilities of sales tax for Reseller's sales to End Users.

6. Reseller shall not purchase Products for Reseller's own use, or for resale to a sister company having the same effect, without express permission of Rasterweq Software.

7. All initial orders must be pre-paid. Before reselling any Rasterweq Software Product, you must pay the Reseller discount price advertised when you obtained it, unless Rasterweq Software has agreed to a different price. All subsequent orders must also be prepaid unless Rasterweq Software approves the use of Reseller’s purchase orders. All purchase orders are subject to approval by Rasterweq Software. Rasterweq Software will use reasonable efforts to promptly approve Reseller’s Purchase Order Request. Rasterweq Software may deny or withdraw its approval of the use of purchase orders at any time in its discretion.

8. Payment for orders placed by purchase order is due thirty (30) days from the date of shipment, unless Rasterweq Software has agreed to extend the payment terms. If Reseller is late in payment 2 consecutive months Rasterweq Software reserves the right to put Reseller on 60 days probation. During the probation period Reseller may not order more Products until all prior invoices are paid.

9. Upon purchase of a Product, Rasterweq Software shall issue any registration codes necessary to unlock that Product for use by the End User. Reseller agrees to use each registration code for exactly one copy of Product sold to the End User, or as otherwise instructed by Rasterweq Software. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, unless otherwise authorized by Rasterweq Software.

10. Reseller may only sell the Products to third parties (End Users). If Reseller, or a sister company, needs the Products for its own use, it shall purchase the Products directly from Rasterweq Software.

11. Reseller agrees that End User shall be bound by the terms of the License Agreement accompanying each Product. Reseller shall have no authority to modify in any way the terms of any License Agreement, nor to make any representations or warranties contrary to the License Agreements. Reseller shall make a good-faith effort to ensure that End User is aware of and complies with all License Agreements.

12. End Users shall be considered primarily to be the customer of Reseller. Rasterweq Software will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Rasterweq Software reserves the right to maintain lists of End Users and contact End User if the need arises.

13. Reseller shall be responsible for all End User customer support, technical support, billing, and collection of payments from End User. If applicable, Reseller shall provide End Users with a local resource for the Product user interface.

14. Reseller agrees to use its best efforts to conduct its business in an ethical manner and shall not conduct its business in a manner that would injure the reputation of Rasterweq Software or the Products, which reputation the parties agree is excellent. Further, Reseller shall avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper.

15. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.

16. Reseller shall indemnify and hold Rasterweq Software harmless from and against any and all claims, losses, or damages that may arise from Reseller's marketing, installation, sale, or support of any Product.

17. Reseller shall be authorized to use certain Rasterweq Software trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by Rasterweq Software to reseller with the express intent of their use for such purposes. Use of such content shall be subject to Rasterweq Software's usage policies, which Rasterweq Software reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which Rasterweq Software shall have the right to prevent Reseller from using if Rasterweq Software finds it to be objectionable or for any other reason. Rasterweq Software shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.

18. Reseller agrees not to divulge commission structures and other related confidential information to third parties.

19. Rasterweq Software reserves the right to refuse Reseller the right to promote Rasterweq Software, Products, or any other affiliation with Rasterweq Software.

20. Rasterweq Software shall not be responsible for Acts of God, acts by third parties, or other events outside Rasterweq Software's reasonable control.

21. Nothing in this Agreement shall prohibit Rasterweq Software from selling Products directly to any customer desired without involvement of any obligation whatsoever to Reseller.

22. Rasterweq Software reserves the right to change the Products that a Reseller is allowed to sell. Should changes occur to the Products that the Reseller is allowed to sell, Rasterweq Software will attempt, but is not obliged to, inform Reseller of such changes by e-mail.

23. Rasterweq Software reserves the right to change any of the Products and prices as it sees fit.

24. Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, or reproduce Products except as provided for in this Agreement. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of Rasterweq Software.

25. Reseller agrees that all of Rasterweq Software's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Rasterweq Software. Reseller shall act merely as a reseller of Products, and shall gain no rights over Rasterweq Software or Products.

26. If you apply for and are accepted for the Rasterweq Software Reseller Program and resell Rasterweq Software, you are indicating your agreement to the terms in this license.

27. If you do not agree to these terms, you may not resell any Rasterweq Software Product.

28. This Agreement shall become effective on the date that the Reseller's application is approved by Rasterweq Software.

29. Once accepted into the Program, this Agreement between Rasterweq Software and Reseller shall remain in force until cancelled by either party; Rasterweq Software may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than thirty (30) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to Rasterweq Software. Upon termination, Reseller must remove all references and links to Rasterweq Software and shall lose all rights granted under this Agreement.

30. Both Rasterweq Software and Reseller agree that this Agreement does not establish an employer-employee relationship between Rasterweq Software and reseller. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense. Reseller shall not be construed to be a legal partner of Rasterweq Software. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

31. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Rasterweq Software.

32. This Agreement constitutes the entire Agreement and understanding between the parties. No term or provisions of this Agreement may be changed, waived, discharged without written approval of Rasterweq Software.

33. If you breach this license, Rasterweq Software may terminate this agreement and/or exercise any other rights it has under law.

34. Rasterweq Software supplies the software as-is without any express warranties, and excludes any implied warranties that can be excluded under law.

35. You accept that the software may or may not work as you, or the End User, intend or suit your, or the End User's, purposes, even if Rasterweq Software was aware of them.

36. You choose to Resell the software based entirely on your own judgment and at your own risk.

37. RASTERWEQ SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. RASTERWEQ SOFTWARE SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS.