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Agreement

RESELLER MASTER AGREEMENT

This Reseller Master Agreement (hereinafter referred to as the "Agreement") is made, entered into and executed 02-Sep-2010 (hereinafter referred to as the "Effective Date")

BETWEEN: -

MindGenies International (hereinafter referred to as "Parent") and you (hereinafter referred to as "Reseller"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Reseller" shall refer to such entity.

(The Parent and the Reseller may be referred to individually as a "Party" and collectively as the "Parties").

WHEREAS the Parent provides various Products and Services;

AND WHEREAS the Reseller wishes to purchase and resell Parent's Products and Services.

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parent and the Reseller, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

(1) "Accounting Currency" refers to the Accounting Currency of the Parent within the ResellerGenie Database

(2) "Advance Account" refers to the credit balance maintained by the Reseller with the Parent.

(3) "Business Day" refers to a working day between Mondays to Friday excluding all Public Holidays.

(4) "Clear Balance" refers to credit in the Advance Account after deducting any accrued liabilities, Locked Funds and debited amounts.

(5) "Confidential Information", as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by Parent to the Reseller under this Agreement, whether written, transmitted, oral, through the Parent Website or otherwise, that is marked as Confidential.

(6) "Customer" refers to the customer of the Order as recorded in the ResellerGenie Database

(7) "Parent Products" refer to all products and services of Parent which it has provided/rendered/sold, or is providing/rendering/selling through this Reseller Program.

(8) "Parent Servers" refer to web servers, Mailing List Servers, Database Servers, ResellerGenie Servers and any other Machines / Servers that Parent or its Service Providers Operate, for the ResellerGenie, the Parent Website, the Parent Mailing Lists, Parent Products and any other operations required to fulfill services and operations of Parent.

(9) "Parent Website" refers to www.mindgenies.com

(10) "ResellerGenie" refers to the set of Servers, Software, Interfaces, Parent Products and API that is provided for use directly or indirectly under this Agreement by the Parent and/or its Service Providers

(11) "ResellerGenie Database" is the collection of data elements stored on the ResellerGenie Servers.

(12) "ResellerGenie Servers" refer to Machines / Servers that Parent or its Service Providers maintain to fulfill services and operations of the ResellerGenie

(13) "ResellerGenie User" refers to the Reseller and any Customer, Sub-Reseller, Agent, Employee, Contractee of the Reseller or any other Legal Entity, that has been provided access to the "ResellerGenie" by the Reseller or through the Reseller's website, directly or indirectly.

(14) "Locked Funds" refers to the amount of funds temporarily debited to the Resellers Advance Account while an Order is being Modified, Deleted, Extended, Cancelled or Processed. "Confirming Locked Funds" refers to the act of permanently debiting this amount to the Reseller's Advance Account. "Canceling Locked Funds" refers to the act of recrediting the amount back to the Reseller's Advance Account.

(15) "Lower Tier Sub-Resellers" - The Reseller may make Parent Products under this agreement available to Sub-Resellers. Further the Reseller agrees that such Sub-Resellers may make Parent Products available to their affiliates, partners, or resellers who may make Parent Products available to their affiliates, partners or resellers and so on (collectively known as "Lower Tier Sub-Resellers").

(16) "Order" refers to a Parent Product purchased directly or indirectly by a Reseller, having a unique Order ID in the ResellerGenie Database.

(17) "Reseller Contact Details" refers to the Contact Details of the Reseller as listed in the ResellerGenie Database

(18) "Reseller Control Panel" refers to the set of Web-based interfaces provided by the Parent and its Service Providers to the Reseller which allows him to Manage Orders, Customers, Lower Tier Resellers

(19) "Reseller Master Agreement" refers to this Agreement.

(20) "Reseller Product Agreement Extension" refers to the latest version of a Specific Reseller Product Agreement Extension as posted in the Reseller Control Panel or on the Parent Website.

(21) "Reseller Transactions" refers singly and cumulatively to credits/debits applied to the Resellers Advance Account.

(22) "Selling Currency" refers to the Selling Currency of the Parent within the ResellerGenie Database

(23) "Service Providers" refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that Parent or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of Parent Products, ResellerGenie, and any other services and operations of Parent.

(24) "Sub-Reseller" refers to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that is registered as a Sub-Reseller under the Reseller as per the data in the ResellerGenie Database, or who resells Parent Products through the Reseller

2. RESELLER PRODUCT AGREEMENT EXTENSIONS

(1) The Reseller may purchase and resell various Parent Products by executing, in a form and manner prescribed by Parent, one or more Reseller Product Agreement Extensions, which shall then be included as a part of this Agreement.

(2) Any conflicting definitions, terms and conditions in a Reseller Product Agreement Extension shall take precedence over the same definition, terms and conditions in this Agreement, and shall be applied only to that Reseller Product Agreement Extension.

3. OBLIGATIONS OF THE PARENT

(1) Parent shall make available the latest versions of the Reseller Master Agreement, and the Reseller Product Agreement Extensions in the Reseller Control Panel.

(2) Parent will notify the Reseller via email whenever newer versions of any Reseller Master Agreement, or Reseller Product Agreement Extensions are posted in the Reseller Control Panel.

4. OBLIGATIONS OF THE RESELLER

(1) The Reseller shall be responsible for providing customer service, billing support, and technical support to their Sub-Resellers, Lower Tier Sub-Resellers & Customers.

(2) The Reseller acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order, Sub-Reseller, Lower Tier Sub-Reseller or Customer in the ResellerGenie Database, the data element in the ResellerGenie Database records shall prevail.

(3) The Reseller acknowledges that all information of the Customer in the ResellerGenie, including authentication information is accessible to Parent and its Service Providers

(4) The Reseller will not make any changes to any information or configuration of an Order without explicit authorization from the customer of that Order

(5) The Reseller shall comply with all other terms or conditions established by Parent and/or its Service Providers from time to time.

(6) Reseller acknowledges that Parent Products maybe obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Reseller acknowledges and agrees that Parent shall not have any liability associated with any such occasion.

(7) The Reseller agrees that Parent Products under this agreement may be made available to Customers, Sub-Resellers and Lower Tier Sub-Resellers only after they enter into a legally binding agreement which is no less protective of Parent than this Agreement and which contains the requirements contained herein applicable to the Reseller. The Reseller acknowledges and agrees that the Reseller will be responsible for ensuring Customers', Sub-Resellers' and Lower Tier Sub-Resellers' compliance with such applicable terms and conditions and shall be responsible for any liability resulting from Customers', Sub-Resellers' and Lower Tier Sub-Resellers' noncompliance with such terms and conditions.

(8) The Reseller agrees to provide, maintain and update, current, complete and accurate information for all the data elements about the Reseller in the ResellerGenie Database.

(9) During the term of this Agreement and for three years thereafter, Reseller (himself/herself/itself or by its Agent / Authorised Representative) shall maintain the following records relating to its dealings with Parent, Sub-Resellers, Customers, Prospective Customers and/or their Agents or Authorized Representatives: -

(a) In electronic, paper or microfilm form, all written communications with respect to Parent Products.

(b) In electronic form, records of the accounts of all, current / past Orders with the Reseller, including dates and amounts of all payments, discount, credits and refunds.

Reseller shall make these records available for inspection by Parent upon reasonable notice not exceeding 14 days.

5. REPRESENTATIONS AND WARRANTIES

Parent and the Reseller represent and warrant that: -

(1) They each have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;

(2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and Parent in accordance with its terms;

(3) The execution, delivery, and performance of this Agreement and the consummation by Parent and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: -
(a) any provision of law, rule, or regulation;

(b) any order, judgment, or decree;

(d) any agreement or other instrument.

(4) The execution, performance and delivery of this Agreement has been duly authorized by the Reseller and Parent;

(5) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;

The Reseller represents and warrants that:

(a) the Reseller has read and understood every clause of this Agreement

(b) the Reseller has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement; and

6. RIGHTS OF PARENT AND SERVICE PROVIDERS

(1) Parent and Service Providers may change any information, including Authentication Information of the Reseller in the ResellerGenie Database upon receiving authorization from the Reseller or any authorised representatives of the Reseller in any form as maybe prescribed by Parent from time to time.

(2) Parent and Service Providers may provide/send any information in the ResellerGenie Database, about the Reseller, including Authentication information

(a) To the Reseller Contact Details

(b) To any authorised representative, agent, contractee, employee of the Reseller upon receiving authorization in any form as maybe prescribed by Parent from time to time

(3) Parent and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a Parent Product

(4) Parent may provide/send any information in the ResellerGenie Database, about the ResellerGenie Users, Customers, Sub-Resellers and Lower Tier Sub-Resellers including Authentication Information, to the contact details of the ResellerGenie Users, Customers, Sub-Resellers and Lower Tier Sub-Resellers in the ResellerGenie Database, or to the authorised representative, agent, contractee, employee of the corresponding ResellerGenie Users, Customers, Sub-Resellers and Lower Tier Sub-Resellers upon receiving authorization in any form as maybe prescribed by Parent from time to time

(5) Parent reserves the right to change pricing, minimum order levels, and discounts, of any Parent Product , at any time.

(6) Parent reserves the right to introduce promotional marketing schemes for any Parent Product at anytime. Parent make it mandatory upon Reseller and Lower Tier Sub-Resellers to participate in such a promotional marketing scheme provided that the program shall only be mandatory for Reseller and those Lower Tier Sub-Resellers who have signed up for the said Parent Product.

(7) Parent and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. In such case Parent may refund the fees charged for the Order, after deducting any processing charges for the same.

(8) Parent and Service Providers, in their sole discretion, without notice, expressly reserve the right to to fix any bugs in, modify, upgrade, freeze the ResellerGenie, Parent Products and its associated services. Parent in its sole discretion, without notice, expressly reserves the right to modify the content on any page within the ResellerGenie and Parent product interfaces, including but not limited to marketing content, images, html, styles, pricing information and any other information, Reseller acknowledges that actions described in this paragraph may occur without notification or knowledge of the Reseller. Parent will not be held responsible or liable for any such changes under any circumstance.

(9) Parent and Service Providers, in their sole discretion, expressly reserve the right to, without notice or refund, freeze, delete, suspend, deny, cancel, modify, take ownership of or transfer any Order, or to delete, Suspend, freeze, modify ResellerGenie Users' access to ResellerGenie, or to modify, upgrade, suspend, freeze ResellerGenie, in order to recover any Payment from the Reseller for any service rendered by the Parent including services rendered outside the scope of this agreement, or to correct mistakes made by Parent or its Service Providers in processing or executing an Order, or incase of any breach of this agreement, or incase of violation of any Terms listed in all the Appendices, or incase Parent learns of a possibility of breach or violation of this agreement or its appendices which Parent in its sole discretion determines to be appropriate, or incase of Termination of this agreement, or if Parent learns of any such event which Parent reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the Parent Products and the ResellerGenie, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Parent, or to avoid any liability, civil or criminal, on the part of Parent and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Reseller and/or its Customers, Sub-Resellers, Lower Tier Sub-Resellers or any other authorised representatives of the Reseller violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent, anti-spam, or Parent learns of the possibility of any such violation, or upon authorisation from the Reseller in any manner that Parent deems satisfactory, or for any other appropriate reason. The Reseller agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.

(10) Incase of Orders involving web services, Parent and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if an Order has expired, or is suspended, or does not contain valid information to direct it to any destination. Reseller acknowledges that Parent and Service Providers cannot and do not check to see whether such a redirection, infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Reseller, or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Reseller or any third party, or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection.

(11) Parent has the right to rectify any mistakes in the data in the ResellerGenie Database with retrospective effect.

7. TERM OF AGREEMENT AND RENEWAL

The term of this Agreement shall be 2 (TWO) YEARS from the Effective Date and will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter referred to each a "Renewal Term" and cumulatively the "Term"). The Term shall continue until the earlier to occur of the following:

(1) The Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and

(2) The Reseller elects not to renew at the end of the Initial Term or any Renewal Term by giving written notice 30 days in advance of the completion of such term.

8. TERMINATION OF AGREEMENT

(1) Either Party may terminate this Agreement and/or any Reseller Product Agreement Extension at any time by

(a) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.

(2) Parent may Terminate this Agreement and/or any Reseller Product Agreement Extension by notifying the Reseller in writing, as of the date specified in such notice of termination under the following circumstances

(a) In the event that the Reseller or an Agent / Employee / Authorized Representative of the Reseller materially breaches any term of this Agreement and/or any Reseller Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder

(b) There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Reseller's Application to Parent and/or any material accompanying the application.

(d) With immediate effect if : -

                               --   the Reseller is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent reasonably deems as the substantive equivalent of any of these; or
                                --   the Reseller is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.
                                --   as provided for in Appendix 'A' and Appendix 'C'
                                --   if Any officer or director of the Reseller is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent deems as the substantive equivalent of any of these;

(3) Reseller may Terminate this Agreement and/or any Reseller Product Agreement Extension by notifying Parent in writing, as of the date of receipt of such notice, in the event that the Reseller does not agree with any revision to the Agreement or any Reseller Product Agreement Extension made as per Section 15 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND RESELLER Product Agreement EXTENSIONS) within 30 days of such revision.

(4) Any Product Agreement Extension shall terminate with immediate effect in the event that

(a) Parent ceases to sell the particular Parent Product covered under that Product Agreement Extension

(b) Parents contract with Service Provider for the particular Parent Product terminates or expires without renewal

(5) Effect of Termination of this Agreement

(a) Parent shall suspend ResellerGenie Users' access to the ResellerGenie, Parent Servers and all Parent Products and Services, under this agreement and all Reseller Product Agreement Extensions, immediately upon receiving Termination notice from the Reseller or upon learning of any event, which Parent reasonably determines, would lead to Termination of the Agreement.

(b) Upon expiration or termination of this Agreement, all Reseller Product Agreement Extensions signed by the Reseller shall deemed to have been Terminated with immediate effect

(c) Upon expiration or termination of this Agreement, Parent may complete the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination, provided that the Reseller's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Reseller for these Orders will be reversed

(6) Effect of Termination of any Reseller Product Agreement Extension

(a) Parent may suspend ResellerGenie Users' access to applicable Parent Products and Services , and the ResellerGenie immediately upon receiving Termination notice from the Reseller or upon learning of any event, which Parent reasonably determines, would lead to Termination of any Reseller Product Agreement Extension

(b) Upon expiration or termination of any Reseller Product Agreement Extension, Parent may complete the processing of all Orders, of that Parent Product, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination, provided that Parent is in a position to fulfill these Orders, and the Reseller's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Reseller for these Orders will be reversed

(c) Parent may transfer all Orders falling under the purview of the specific Reseller Product Agreement Extension to another Reseller or Parent.

(7) Any pending balance due from the Reseller at the time of termination of this Agreement or any Reseller Product Agreement Extension will be immediately payable.

(8) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Reseller Product Agreement Extension in accordance with its terms, unless specified otherwise.The Reseller however shall be liable for any damage arising from any breach by it of this Agreement or any Reseller Product Agreement Extension.

9. FEES / ADVANCES / RENEWALS

(1) Reseller shall pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix 'C'

(2) Parent will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Reseller Control Panel or on the Parent Website and during the Ordering Process. Parent has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on posting of the revision in the Reseller Control Panel or on the Parent Website or on notification to the Reseller via email to the Reseller.

(3) Reseller acknowledges that it is the Reseller's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Reseller, and not as a binding commitment, we may notify the Reseller of any expiring Orders, via an email message sent to the contact information associated with the Reseller in the ResellerGenie database. Should renewal fees go unpaid for an Order, the Order will expire.

(4) Reseller acknowledges that after expiration of the term of an Order, Reseller has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Parent. Parent and Service Providers may make any modifications to said Order or any information associated with said Order. Parent and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. Parent and Service Providers may choose to monetize such requests in any fashion at their sole discretion. Parent and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. Parent and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion. Parent and Service Providers may choose to transfer the ownership of the Order to any third party in their sole discretion. Reseller acknowledges that Parent and Service Providers shall not liable to Reseller or any third party for any action performed under this clause.

(5) Parent at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.

(6) Parent makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL PARENT, SERVICE PROVIDERS, OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE RESELLER FOR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF PARENT AND/OR SERVICE PROVIDERS, OR CONTRACTORS OR THIRD PARTY BENEFICIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:

(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;

(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;

(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;

(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;

(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;

(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.

If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against Parent by the Reseller, then in no event will the liability of Parent exceed actual amount paid by the Reseller for the Order in question minus direct expenses incurred with respect to the Order in question.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARENT RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO PARENT BY THE RESELLER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

11. INDEMNIFICATION

(1) The Reseller, at its own expense, will indemnify, defend and hold harmless, Parent, Service Providers and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers against any claim, suit, action, or other proceeding brought against Parent and/or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Parent Products provided hereunder or use of the Parent Products, including without limitation:-

(a) arising out of any breach by the Reseller of this Agreement

(b) relating to any product or service of the Reseller, Sub-Resellers, Lower Tier Sub-Resellers;

(c) relating to any actions of the Reseller, or the Reseller's employees, contractees, agents, Customers, Sub-Resellers, Lower Tier Sub-Resellers or any other party affiliated with the Reseller directly or indirectly;

(d) relating to any agreement and Terms and Conditions with any Customer of the Reseller, Sub-Resellers, Lower Tier Sub-Resellers;

(e) relating to the Reseller's, Sub-Resellers, or Lower Tier Sub-Resellers Business, including, but not limited to, the advertising, application process, systems and other processes, fees charged, billing practices and customer services provided

(f) relating to or arising out of any Order or use of any Order

(g) relating to any action of Parent as permitted by this Agreement

(h) relating to any action of Parent carried out on behalf of Reseller as described in this Agreement

However, that in any such case Parent may serve the Reseller with notice of any such claim and upon the Reseller's written request, Parent will provide to the Reseller all available information and assistance reasonably necessary for the Reseller to defend such claim, provided that the Reseller reimburses Parent for its actual costs.

(2) The Reseller will not enter into any settlement or compromise of any such indemnifiable claim without Parent's prior written consent, which shall not be unreasonably withheld.

(3) The Reseller will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Parent in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

12. INTELLECTUAL PROPERTY & EMPLOYMENT

Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.

Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Parent to the Reseller, or by any disclosure of any Confidential Information to the Reseller under this Agreement.

Reseller shall further ensure Reseller does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Reseller acknowledges that Parent cannot and does not check to see whether any services or the use of the services by the Reseller under this Agreement, infringes legal rights of others.

Reseller acknowledges that

(1) Reseller and its subsidiaries;

(2) and shareholders, employees, directors, officers, agents, contractors, of Reseller and its subsidiaries

(3) and any entity/company that Reseller or its subsidiaries or shareholders, employees, directors, officers, agents, contractors, of Reseller and its subsidiaries have invested in or have any form of interest or control in, or work for, or contract with,

shall not, directly or indirectly, knowingly or unknowingly, employ, make, or seek to make any offer of employment to Parent staff during the term of this Agreement and for a period of twelve (24) months following termination of same.

13. OWNERSHIP AND USE OF DATA

(1) Reseller agrees and acknowledges that Parent owns all data, compilation, collective and similar rights, title and interests worldwide in the ResellerGenie Database, and all information and derivative works generated from the ResellerGenie Database.

(2) Parent and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Parent or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.

14. DELAYS OR OMISSIONS; WAIVERS

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.

15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND RESELLER PRODUCT AGREEMENT EXTENSIONS

(1) During the period of this Agreement, Reseller agrees that Parent may: -

(a) revise the terms and conditions of; and

(b) change the services provided
under this Agreement, or any Reseller Product Agreement Extension.

(2) Any such revision or change will be binding and effective immediately on posting of the revision in the Reseller Control Panel or on the Parent Website or on notification to the Reseller via email.

(3) The Reseller agrees to review the Reseller Control Panel and the Parent Website including the agreements, periodically, to be aware of any such revisions

(4) If the Reseller does not agree with any revision, the Reseller may terminate the Agreement or Reseller Product Agreement Extension according to Section 8(3) of this Agreement

(5) Reseller agrees that, continuing use of the services under this Agreement or the Reseller Product Agreement Extension following notice of any revision, will constitute as an acceptance of any such revisions or changes

(6) The Reseller shall execute, if required by Parent, in a form and manner prescribed by Parent, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Reseller Product Agreement Extension

(7) It will be the Reseller's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Reseller's Agents / Authorised Representatives.

16. CONFIDENTIALITY

All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'.

17. PUBLICITY

The Reseller shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Parent's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and receiving prior written consent.

The Reseller gives Parent the right to recommend / suggest the Reseller's name and details to Customers / Visitors to the Parent Website, and Prospective Customers and use the Resellers name in marketing / promotional material with regards to Parent Products.

18. TAXES

The Reseller shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the Parent Products.

19. FORCE MAJEURE

Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.

20. ASSIGNMENT / SUBLICENSE

Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Reseller shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of the Parent.

21. DISCLAIMER

THE RESELLERGENIE, PARENT SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.

PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.

PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, RESELLERGENIE OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH RESELLERGENIE OR PARENT SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE RESELLERGENIE/PARENT SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY PARENT AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE RESELLERGENIE WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER

PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.

FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE RESELLERGENIE, RESELLERGENIE SERVERS, PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

22. JURISDICTION & ATTORNEY'S FEES

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Parent is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Parent is incorporated. Parent reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Reseller is situated as per the laws of that Country/State/District.

If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.

23. MISCELLANEOUS

(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.

(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.

(4) Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23(3), 23(4), 23(6), 23(10), 24(2) and all Sections of Appendix A, and all Sections of Appendix B, and Sections 1(5), 1(6), 1(7), 2(5), 3, 4 of Appendix C and any Sections covered separately under a Survival clause in any Reseller Product Agreement Extension shall survive.

(5) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), including any Sub-Reseller, Lower Tier Sub-Reseller Agent, Customer, and Prospective Customer with any remedy, claim, and cause of action or privilege against Parent.

(6) The Reseller and Parent and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Reseller will have no authority to make or accept any offers or representations on our, or our Service Providers', behalf. Reseller will not make any statement, whether on his Website or otherwise, that reasonably would contradict anything in this Agreement.

(7) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.

(8) Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

(9) Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Reseller Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

(10) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.

(11) This agreement may be executed in counterparts.

(12) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.

(13) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Parent

24. BREACH

In the event that Parent suspects breach of any of the terms and conditions of this Agreement:

(1) Parent can immediately, without any notification and without assigning any reasons, suspend / terminate ResellerGenie Users' access to all Parent Products and Services and the ResellerGenie.

(2) Reseller will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.

25. NOTICE

(1) Any notice or other communication required or permitted to be delivered to Parent under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered when delivered to the legal contact address specified in the Reseller Control Panel or on the Parent Website, by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.

(2) Any notice or other communication required or permitted to be delivered to the Reseller under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, given and received when delivered to contact address of the Reseller in the ResellerGenie Database.

(3) Any notice or other communication to be delivered to any party via email under this agreement shall be deemed to have been properly delivered if sent in case of Parent to its Legal Contact mentioned in the Reseller Control Panel or on the Parent Website and in case of the Reseller to the Reseller's email address in the ResellerGenie Database.

(4) Other than those notices mentioned in this agreement, Parent is NOT required to communicate with the Reseller in any respect about services provided under this agreement. As a convenience to the Reseller, Parent may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Parent at anytime.

APPENDIX 'A'

TERMS AND CONDITIONS OF ResellerGenie USAGE

This Appendix A covers the terms of access to the ResellerGenie. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.

1. ACCESS TO ResellerGenie

(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend ResellerGenie Users' access to the ResellerGenie in the event of significant degradation of the ResellerGenie, or at any time Parent may deem necessary.

(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the ResellerGenie from time to time.

(3) Access to the ResellerGenie is controlled by authentication information provided by Parent. Parent is not responsible for any action in the ResellerGenie that takes place using this authentication information whether authorized or not.

(4) Parent is not responsible for any action in the ResellerGenie by a ResellerGenie User

(5) ResellerGenie User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the ResellerGenie including, without Limitation temporary / permanent slow down of the ResellerGenie, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the ResellerGenie and architecture needed to continue operation thereof.

(6) ResellerGenie User will not send or cause the sending of repeated unreasonable network requests to the ResellerGenie or establish repeated unreasonable connections to the ResellerGenie. Parent will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.

(7) ResellerGenie User will take reasonable measures and precautions to ensure secrecy of authentication information.

(8) ResellerGenie User will take reasonable precautions to protect ResellerGenie Data from misuse, unauthorized access or disclosure, alteration, or destruction.

(9) Parent shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.

(10) Parent shall not be liable for any damages due to downtime or interruption of ResellerGenie for any duration and any cause whatsoever.

(11) Parent shall have the right to temporarily or permanently suspend access of a ResellerGenie User to the ResellerGenie if Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the ResellerGenie, or learns of any possible misuse that has occurred, or will occur with respect to a ResellerGenie User.

(12) Parent and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, ResellerGenie

2. Terms of USAGE OF ResellerGenie

(1) Reseller, or its contractors, employees, directors, officers, representatives, agents and affiliates and ResellerGenie Users, either directly or indirectly, shall not use or permit use of the ResellerGenie, directly or indirectly, in violation of any country, state or local rule, regulation or law, or for any unlawful purpose, or to promote adult-oriented or "offensive" material, or related to any unsolicited bulk e-mail directly or indirectly (such as by referencing an ResellerGenie provided service within a spam email or as a reply back address), or related to ANY unsolicited marketing efforts offline or online, directly or indirectly, or in a manner injurious to Parent, Service Providers or other Resellers, Customers and ResellerGenie Users, or their reputation, including but not limited to the following -

(a) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)

(b) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)

(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider

(4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware")

(5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of software.

(6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Parent.

(7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere.

(8) Using ResellerGenie services to point to or otherwise direct traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate.

(9) Using ResellerGenie directly or indirectly for any of the below activities activities:

(a) Transmitting Unsolicited Commercial e-mail (UCE)

(b) Transmitting bulk e-mail

(d) Posting bulk Usenet/newsgroup articles

(e) Denial of Service attacks of any kind

(f) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Parent in its sole discretion

(g) Copyright or trademark infringement

(h) Unlawful or illegal activities of any kind

(i) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)

(10) Causing lossage or creating service degradation for other users whether intentional or inadvertent.

(11) Parent in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.

(12) Data in the ResellerGenie Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent: -

(a) To perform services contemplated under this agreement; and

(b) To communicate with the Sub-Reseller, Lower Tier Sub-Reseller or Customer of an Order with respect to the Order, Support thereof, or any other matter pertaining to Parent or its services

(a) Data in the ResellerGenie Database cannot specifically be used for any purpose listed below :-

-- Mass Mailing or SPAM; and
-- Selling the data

APPENDIX 'B'

CONFIDENTIALITY

The Resellers use and disclosure of Confidential Information disclosed hereunder are subject to the following terms and conditions: -

(1) With respect to the Confidential Information, the Reseller agrees that:

(a) The Reseller shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent.

(b) The Reseller shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Reseller is a corporation, partnership, or similar entity, disclosure is permitted to the Reseller's officers and employees who have a demonstrable need to know such Confidential Information, provided the Reseller shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and

(c) The Reseller shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent.

(2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Reseller with respect to information that:

(a) is disclosed with Parent's prior written approval; or

(b) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or

(d) is independently developed by the Reseller without use of the Confidential Information; or

(e) is made generally available by Parent without restriction on disclosure.

(3) In the event the Reseller is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Reseller will promptly notify Parent in writing prior to making any such disclosure in order to facilitate Parent seeking a protective order or other appropriate remedy from the proper authority, at the Reseller's expense. Reseller agrees to cooperate with Parent in seeking such order or other remedy. Reseller further agrees that if Parent is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required.

(4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Reseller's possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Reseller will certify in writing of the Agreement, to Parent Reseller's compliance with this provision.

(5) In the event of any termination of any Reseller Product Agreement Extensions, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, pertaining to that Parent Product and the Reseller Product Agreement Extension in the Reseller's possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of the Reseller Product Agreement Extension, the Reseller will certify in writing, to Parent, Reseller's compliance with this provision.

(6) The Reseller shall provide full voluntary disclosure to Parent of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.

(7) The Resellers duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.

(8) The Reseller agrees that Parent shall be entitled to seek all available legal and equitable remedies for the breach by the Reseller of all of these clauses in Appendix 'B' - CONFIDENTIALITY at the cost of the Reseller.

APPENDIX 'C'

PAYMENT TERMS AND CONDITIONS

1. ADVANCE ACCOUNT

(1) Prior to purchasing any Parent Products, the Reseller shall maintain an Advance Account with Parent.

(2) As and when, the Reseller purchases Parent Products, the Reseller's Advance Account balance shall be reduced as per the then current pricing of that Parent Product as mentioned in the Reseller Control Panel or on the Parent Website or during the ordering process.

(3) Parent shall maintain a record of Reseller's Advance Account balance, which shall be accessible by the Reseller. If the Reseller's Advance Account balance is insufficient for processing any Order then that Order shall not be processed.

(4) The Advance Account will maintain the Reseller Credit in both the Accounting Currency and Selling Currency of the Parent's choice. Parent has the right to modify the currency at anytime.

(5) Any negative balance in the Reseller's Advance Account will be immediately payable. If a Reseller does not remedy a negative balance in their account within 24 hours, Parent has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Parent shall continue to have the right to initiate any legal proceedings against the Reseller to recover any negative balance in the Reseller's Advance Account.

(6) Parent shall have the right to set-off any payment received from the Reseller, or Sub-Reseller, or Lower Tier Sub-Reseller, or Customer against any negative balance in the Reseller's Advance Account.

(7) Any discrepancy, mistake, error in the credit / debit / amount in the Reseller Transactions / Advance Account maybe corrected by Parent at anytime

2. PAYMENT TERMS

(1) Parent will accept payments from the Reseller only by means specified in the Reseller Control Panel

(2) Parent will credit all payments received to the Resellers Advance Account after deducting all bank charges, processing charges and any other charges which Parent may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by Parent through a reasonable source. The exchange rate determined by Parent shall be undisputable.

(3) A processing charge will be deducted on all Credit Card Transactions. This processing charge will be at the discretion of Parent, and will be mentioned in the Reseller Control Panel or on the Parent Website.

(4) It is the Reseller's responsibility to provide the Reseller Username to Parent to be credited for the payment. The absence of the Reseller Username along with reasonable information will delay the corresponding credit to the Advance Account.

(5) In the event that the Reseller charges back a payment made via Credit Card or the payment instrument sent by the Reseller bounces due to Lack of Funds or any other Reason, then

(4) Parent may immediately suspend ResellerGenie Users' access to the ResellerGenie

(5) Parent has the right to terminate this agreement with immediate effect and without any notice.

(6) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Reseller, or Sub-Resellers or Lower Tier Sub-Resellers or Customers as well as stop / suspend / delete / transfer any Orders currently being processed.

(7) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Sub-Resellers or Lower Tier Sub-Resellers or Customers of the Reseller to any other Reseller, or under Parent's account.

(8) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.

(9) Any negative balance in the Resellers Advance Account shall become immediately payable

(10) Parent shall have the right to initiate any legal proceedings against the Reseller to recover any such liabilities.

3. PRICING TERMS

(1) All pricing in this Agreement as well as every Reseller Product Agreement Extension refers to the price at which the Reseller may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.

(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Reseller.

4. REFUNDS AND REIMBURSEMENT TERMS

(1) The reseller cannot request a refund of the payment made towards his reseller account.

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