Cayo Software Reseller Agreement

Cayo Software Reseller Agreement Reseller Company Name: Contact Email Address: Phone: Website: Coverage Area: This agreement is between Cayo Software, LLC an Ohio Limited Liability Corporation (the VENDOR ) and the reseller named above (the RESELLER ) and establishes the terms and conditions for the RESELLER s participation in VENDOR s 2014 Partner Program (the PROGRAM ). Under the PROGRAM, VENDOR provides marketing and promotional support to the RESELLER as specified in this agreement related to the RESELLER s purchase and resale of the VENDOR products. 1. RESELLER Qualifications 1.1 The RESELLER shall have an adequately staffed sales and operational force, commensurate to the obligations under this agreement. 2 Relationships 2.1 The RESELLER is an independent contractor engaged in purchasing the VENDOR products for resale to RESELLER s customers. The RESELLER is not an agent or legal representative of the VENDOR for any purpose and has no authority to act for, bind or commit the VENDOR. 2.2 The RESELLER has no authority to make any commitment on behalf of the VENDOR with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. The RESELLER has no authority to modify the warranty offered with the VENDOR products. The RESELLER will indemnify the VENDOR from liability for any modified warranty or other commitment by the RESELLER not specifically authorized by the VENDOR. 2.3 The RESELLER will not represent itself in any way that implies the RESELLER is an agent or branch of the VENDOR. The RESELLER will immediately change or discontinue any representation or business practice, found to be misleading or deceptive by the VENDOR immediately upon notice from the VENDOR. 3 Term, Limitations, Termination 3.1 The term of this agreement is from the date both RESELLER and VENDOR sign this agreement until December 31 st of the same calendar year. The Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated early in accordance with this agreement. 3.2 The VENDOR or the RESELLER may terminate this agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon ten (10) days written notice, except that neither the expiration nor

earlier termination of this Agreement shall release either party from any obligations which has accrued as of the date of termination. 3.3 The parties may, from time to time, amend this Agreement. Any such amendment shall be in written and signed by authorized representative of both parties. 3.4 Upon expiration, non-renewal or termination of this Agreement, all interests accrued marketing funds (if any) will automatically lapse. 4 Reseller Programs 4.1 MARGIN provided to the RESELLER by the VENDOR is, for a sale to the end user customer (licensee) are: 4.1.1 10% on all PASS-THROUGH sales 4.1.2 25% for the first, second and third RESELLER sales 4.1.3 40% for the fourth RESELLER sale and for subsequent sales. 4.2 PASS-THROUGH sales are defined as those sales in which the end customer contacted and received a quote from VENDOR initially and for whatever reason, needs to be purchased through the RESELLER. RESELLER sales are defined as those sales where the RESELLER initiated contact with the end customer and manages the sale to the end customer. 4.3 MARGIN is calculated based upon the sale price of the product to the end customer. 4.4 The MARGIN schedule applies to the term of this Agreement and can be reviewed and renegotiated at the Agreement s term end. 4.5 The RESELLER shall exert reasonable efforts to market the VENDOR products, and is able to use promotional materials supplied by the VENDOR. 4.6 The VENDOR does not represent that it will continue to manufacture any particular item or model or product indefinitely or even for any specific period of time. The VENDOR specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product form the market, and/or to cease manufacturing or supporting it. 4.7 The RESELLER may advertise and promote the sales of the VENDOR products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. The VENDOR must approval all original materials that use the VENDOR name or trademarks (aside from modifying the existing VENDOR supplied template materials). 4.8 In order to avoid possible conflicts and misunderstandings, the RESELLER must register all leads with the VENDOR before qualifying them. This is to provide a centralized coordination of sales by the VENDOR and all their partners and prevent possible sales strategy errors including competition between partners. 4.9 Recommended prices and final amounts. VENDOR recommends prices for its products, but RESELLER has the right to set higher prices. However, RESLLER MARGIN will remain calculated as described in items 4.3 5 Indemnification 5.1 The RESELLER shall indemnify and hold harmless the VENDOR from and against any and all liability, suites, claims, actions, proceedings, losses, damages, judgments and costs (including reasonable attorney s fees) (each, a Claim ) from End-Customers, end-users and any other third parties to the extent that such Claim directly or indirectly arises out of or is in relation to (i) any unauthorized representation, warranty or covenant made by the RESELLER under this Agreement or during the course of the marketing or other promotion of the VENDOR s products or

services, or (ii) acts or omissions of the RESELLER or any documentation, services or any other items furnished by the RESELLER. The RESELLER s obligations under this section are conditional upon the its being given (i) prompt written notice of each such Claim by the VENDOR and (ii) the right to control and direct the investigation, defense and settlement of each such Claim. 5.2 The VENDOR shall indemnify and hold harmless the RESELLER from and against any and all Claims to the extent that such Claim arises out of or is in relation to any allegation that the Software infringes the patent, copyright or other proprietary right of any third part, provided that the VENDOR has no liability for any Claim based upon (i) user of other than current release of the Software, (ii) the RESELLER s or End Customer s user of the Software in any manner for which it was not intended, or (iii) alterations, modifications or improvements to the Software not made by the VENDOR, and provided that the VENDOR has been given (i) prompt written notice in writing of each Claim from the RESELLER and (ii) the right to control and direct the investigation, defense and settlement of each Claim. If any of the Software is, in the VENDOR s opinion, likely to or does become the subject of a Claim for infringement of a third party s proprietary rights, VENDOR, at its sole option, may (i) obtain the right for the RESELLER or End Customer to continue to use the Software, (ii) substitute equivalent software, or (iii) modify the Software so as to make it non-infringing. 5.3 Each party shall indemnify and hold harmless the other party against any and all Claims arising out of or in connection with its own negligent actions or omissions in any way related to this Agreement. 6 Limitation of Liability 6.1 Limitation of Liability. In no event shall either party be liable for any indirect, special or consequential damages (including but not limited to loss of anticipated profits) in connection with or arising out of this Agreement or the furnishing, functions or use of the Software or any item or service provided by either party, weather arising out of contract or tort, including without limitation, negligence, or any other cause of action even if both parties had been advised of the possibility of such damages. In no event shall the liability of either party under this Agreement exceed the fees paid by either party to the other for the Software and services pursuant to this Agreement in the 12 month period preceding any payment hereunder. 7 Use of VENDOR Trademarks 7.1 The RESELLER acknowledges the following: 7.1.1 The VENDOR owns all rights, titles and interest in the VENDOR names and logotypes. 7.1.2 The VENDOR is the owner of certain other trademarks and trade names used in connection with certain product lines and software. 7.1.3 The RESELLER will acquire no interest in any such trademarks or trade names by the virtual of this Agreement, its activities under it, or any relationship with the VENDOR. 7.2 During the term of this Agreement, the RESELLER may indicate to the trade and public that it is an Authorized RESELLER of the VENDOR products. The RESELLER may also use the VENDOR trademarks and trade names to promote and solicit sales or licensing of the VENDOR products if done so in strict accordance with the VENDOR guidelines. The RESELLER will not adopt or user such trademarks or trade name, or any confusing word or symbol, as part of its company name or allow such marks or names to be used by others. 7.3 At the expiration or termination of this Agreement, the RESELLER shall immediately discontinue any and all user of the VENDOR name or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a reseller of the VENDOR products. 8 Software License Terms

8.1 The VENDOR provides suggested license prices to the RESELLER for each product. 9 Proprietary Information 9.1 The VENDOR and RESELLER shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph due diligence means the same precaution or standard of care which the party uses to safeguard its own proprietary data, but in no event less that reasonable care. The provisions of this Section shall survive for five (5) years beyond the expiration, non-renewal or termination of this Agreement. 9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to the VENDOR. The RESELLER shall not have any right to manufacture the VENDOR products. 10 Compliance with Laws 10.1 The parties agree to comply with all laws and regulations that are applicable to the business that they transact. Each party agrees to indemnify and hold the other harmless for all liability or damages caused by the indemnifying party s failure to comply with the terms of this provision. 11 Government Contract Conditions 11.1 In the event that the RESELLER elects to sell VENDOR products or service to the U.S. Government or any other Government entity, the RESELLER does so solely at its own option and risk. The RESELLER remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government or any other Government entity. The VENDOR makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statues or regulations. 12 Miscellaneous 12.1 Notices under this Agreement must be sent by telegram, telecopy or registered or certified mail to the appropriate party at its address slated on the first page of this agreement (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it. 12.2 The VENDOR may publish the information about the RESELLER on the VENDOR s website and any other media for public access. 12.3 This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communication between the parties regarding the subject, and it may not be modified or waived expect in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. The VENDOR and the RESELLER will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction. 12.4 This Agreement shall be interpreted under the laws of the State of Ohio, United States. Both parties agree that all controversies pertaining to the agreement shall be brought to the courts in the State of Ohio, United States. 12.5 The date of the Agreement shall be the date of the last signature below.

VENDOR AGREED TO AND ACCEPTED BY: RESELLER AGREED TO AND ACCEPTED BY: Cayo Software, LLC Signature: Print Name: Title: Email Address: Signature: Print Name: Date: Email Address: Notification Address Notification Address Attention: Cayo Software, LLC Attention: Street Address: 470 Olde Worthington RD Suite 200 Street Address: City, State, Postal Code: Columbus, Ohio 43082 City, State, Postal Code: Phone Number: +1 614-423-6718 Phone Number: Fax Number: +1 614-212-4517 Fax Number