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This opportunity registration is valid for 90 days from the date of approval by Channel Manager. Requests to renew may be submitted up to 2 times if opportunity updates have been provided to a STEALTHbits Channel Manager demonstrating that the opportunity is active and progressing.

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STEALTHbits Technologies Reseller Agreement

THIS RESELLER AGREEMENT (the “Agreement”) is by and between STEALTHbits Technologies, Inc. (“STEALTHbits”) and the Reseller set forth below (the “Reseller”), and is effective as of . For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Definitions. Except as otherwise defined herein, the following terms are defined for purposes of this Agreement as follows:
    • End User. “End User” means the individual or entity to whom the Software is licensed pursuant to the terms of an End User License Agreement, the Maintenance Services are provided.
    • End User License Agreement (EULA). “End User License Agreement” means the agreement between STEALTHbits and an End User that sets forth the terms and conditions for the licensing of the Software to the End User (as the same may be changed from time to time by STEALTHbits).
    • Government Official. “Government Official” means any (i) officer or employee of a government or any department, agency or instrumentality thereof (including any state-owned or controlled enterprise) or of a public international organization; or (ii) any person acting for or on behalf of any such government or department, agency or instrumentality.
    • Hardware. “Hardware” means the computer equipment upon which the Software is resident and/or from which the Software is accessed that conforms to the specifications of STEALTHbits (as the same may be changed from time to time).
    • Maintenance Services. “Maintenance Services” means the services and products provided by STEALTHbits to all End Users under End User License Agreements.
    • Political Party or Official. “Political Party or Official” means any political party or official thereof or any candidate for any political office.
    • Restricted Person. “Restricted Person” means any individual or entity included on one or more of: the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, all administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the consolidated list of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; and similar lists of restricted parties maintained by other governmental authorities. Restricted Persons also include individuals or entities that are owned by, controlled by, or acting on behalf of parties included on any of the foregoing lists.
    • Software. “Software” means the package of interrelated computer software programs (as the same may be changed from time to time by STEALTHbits) licensed by STEALTHbits to End Users pursuant to the End User License Agreement commonly known as STEALTHbits Software, including any written or electronic documents, help files, and other textual matter that describes the specifications, functionality, and limitations that is included with such programs.
  2. Engagement. Subject to the terms and conditions of this Agreement (as more fully set forth herein) and the full and faithful performance of Reseller set forth herein, during the term of this Agreement STEALTHbits engages Reseller on a non-exclusive basis and Reseller agrees to (a) market and distribute the Software, Hardware, Maintenance Services, Training, Services, and Installation to End Users on a case by case basis as approved in advance by STEALTHbits (collectively, the “Reseller Services”) solely within the countries that STEALTHbits is authorized to distribute (the “Territory”). Reseller understands and agrees that this engagement is non-exclusive, and STEALTHbits is expressly allowed to engage others, within the Territory and without, to perform or STEALTHbits may itself perform similar services to the Reseller Services. Reseller shall not encumber, transfer, rent, lease, or time-share Software in any service bureau arrangement.
  3. Reseller Obligations.
    • General. Subject to the terms and conditions set forth herein, Reseller agrees to use its best efforts to perform the Reseller Services. Reseller shall conduct itself and ensure that its employees and agents conduct themselves in the performance of the Reseller Services under the highest legal and commercial standards. Reseller agrees: (a) not to disparage the STEALTHbits products or engage in any unethical practices that are detrimental to STEALTHbits or its products or services; (b) to make no false representations about STEALTHbits or its products or services; and (c) to make no representations or warranties beyond or different from those contained in the EULA.
    • Maintenance. Except as provided in this Agreement, Reseller is not authorized and Reseller shall not perform any maintenance or other services for the Hardware or Software on behalf of STEALTHbits.
    • Order Form. Reseller’s documentation with its End User shall include an order form/invoice as provided by STEALTHbits; or if not provided by STEALTHbits, an order form/invoice that shall accurately reflect the legal name of the End User; the date of the transaction between the End User and Reseller; the description of the Hardware; the correct description (including version) of the Software (as well as third party software included therewith); a description of the Maintenance Services; and the correct fees charged the End User by Reseller. Such order form/invoice shall not have any terms concerning the Software, Hardware, or Maintenance Fee except in accordance with this Agreement, the policies and procedures issued by STEALTHbits, or agreed by STEALTHbits in writing in advance.
    • End-User License Agreement. STEALTHbits requires that each End User agree to an End User License Agreement prior to use of the Software by signing an EULA Acknowledgement Form in the form attached hereto as Exhibit “A” or other format and version and as specified by STEALTHbits from time to time. Reseller shall not accept the End User License Agreement on behalf of the End User, and Reseller shall take no action that will cause nor shall Reseller by its acts or omission knowingly allow an End-User to violate the terms, conditions, or limitations of the End User License Agreement applicable to the End User, and Reseller shall make no agreement that contradicts or otherwise conflicts with the same.
    • Enforcement of End User Agreements. Reseller agrees that it will provide reasonable assistance, including but not limited to, such information as STEALTHbits may request, to enable STEALTHbits to enforce its agreements with the End Users. Reseller shall immediately inform STEALTHbits in writing of any End User actual or suspected activity that is in breach of an End User License Agreement of which Reseller becomes aware. In the event of any breach of the EULA or this Agreement or failure to pay for services rendered by STEALTHbits, STEALTHbits may contact the End User directly to facilitate a resolution to the breach or otherwise enforce its rights under the End User License Agreement.
    • Anti-Corruption.
      • Reseller represents and warrants that it and its directors, partners, principals, officers, and employees are familiar with the requirements of applicable local anti-bribery laws, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act (“Anti-corruption Laws”) and that none of them has violated, or shall violate, any Anti-corruption Laws. In particular, neither Reseller nor any of its directors, partners, principals, officers, or employees has offered, made, promised to make, authorized, or ratified, and Reseller agrees that it shall not (and shall cause its directors, partners, principals, officers and employees not to) offer, make, promise to make, authorize, or ratify, whether in connection with the transactions contemplated by this Agreement or any other transaction involving STEALTHbits, any payment of money or gift of anything of value, directly or indirectly:
        • to any Government Official or to any Political Party or Official; or
        • to any person or entity when such offer, payment, transfer, or promise would violate the laws of the country in which made or the laws of any other jurisdiction; or
        • to any other person or entity while knowing that any portion of those payments or transfers will be offered, made, or promised, directly or indirectly, to the persons referred to in clause (i) or (ii) above in order to obtain or retain business for or with, or to direct business to any person or to secure any improper advantage.
      • Reseller represents and warrants that neither it nor any of its officers, directors, partners, principals, shareholders, or employees is a Government Official or Political Official or a member of the immediate family of any such Government Official or Political Official.
      • Reseller represents and warrants that neither it nor any of its affiliates, directors, partners, principals, officers, employees and agents is a Restricted Person; (ii) is the government of a Restricted Country; or (iii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, any Restricted Person or Restricted Country.
      • In relation to its activities with or on behalf of STEALTHbits, neither the Reseller nor any of its affiliates, directors, partners, principals, officers, employees and agents directly or indirectly has engaged or will engage in any business or dealings with any Restricted Person or Restricted Country.
      • Any compensation provided by STEALTHbits to the Reseller is for the Reseller’s sole benefit and will not be used by the Reseller for any illegal purpose or be transferred or assigned to any Restricted Person or Restricted Country. STEALTHbits reserves the right to audit Reseller’s compliance with this section.
  4. STEALTHbits Obligations.
    • Joint Marketing and Co-Marketing. STEALTHbits may provide Reseller with marketing materials as reasonably requested by Reseller in the performance of the Reseller Services. STEALTHbits personnel will be reasonably available to assist Reseller sales personnel in the performance of the Reseller Services to Reseller’s End-User prospects, such assistance to be provided to Reseller upon reasonable request and subject to the sole discretion of STEALTHbits with regard to travel expense and End User prospect’s geographic location.
    • Trademarks and Copyrights. Reseller shall not attach any additional marks, logos, trademarks, or trade designations to the Software, Hardware, or documents and materials used in association with the Maintenance Services, and Reseller agrees not to use the Marks in association with any other product or service other than the Software, Hardware, and Maintenance Services. Notwithstanding anything herein to the contrary, Reseller shall not use the Marks as its name (corporate or otherwise), and Reseller shall clearly indicate to the public, including potential End-Users, that it is not STEALTHbits. Reseller shall not register any Internet domain names that incorporate any Mark and shall immediately, upon the request of STEALTHbits, assign to STEALTHbits Reseller’s rights to any such domain names. All use of the Marks by Reseller shall inure to the sole benefit of STEALTHbits.
  5. Reseller Deal Registration.
    • Reseller must register each prospective customer by completing a STEALTHbits registration thereby identifying the prospective customer, contact person, address and telephone number. STEALTHbits will either approve or decline the registration, in writing within forty-eight (48) hours. Prospects that have been registered and approved by STEALTHbits, will be honored for ninety (90) days as a customer of the Reseller. If the registered deal has not closed at the end of the ninety (90) day period, but has continuous Reseller/prospect activity moving the prospect toward a finalized deal, then Reseller can request another ninety (90) day extension. This must be approved by STEALTHbits. Prospective customers must be registered by the Reseller with STEALTHbits to be eligible for program discounts. Reseller will provide the End User Software Sale price to STEALTHbits upon closure of a sale including STEALTHbits products.
  6. Price and Payment.
    • Price. Reseller will have the ability to purchase and resell STEALTHbits products to accounts with standard pricing according to the Reseller Discounts identified as “Exhibit B”. In the event that non-standard pricing is required, STEALTHbits Channel Management will have final approval on the Reseller Purchase Price for STEALTHbits products.
    • Payment. Reseller will pay STEALTHbits the fees and other expenses for the licensing of Software to End Users, Maintenance fees, and any other charges under this agreement, within thirty (30) days of invoice and, unless Reseller provides appropriate resale certificates, shall be responsible for all taxes, withholding, duties and other governmental assessments, including without limitation, sales, VAT and use taxes. STEALTHbits may elect to cancel professional services and software maintenance ordered for End User Customers if full payment has not been received from Reseller.
    • End-User Payments. Reseller shall remain obligated to STEALTHbits for any payments due hereunder regardless of whether an End User has breached its payment obligations to Reseller or Reseller has breached its contractual obligations to End User. Reseller acknowledges that although STEALTHbits may suggest retail prices for the sale of the Hardware, the license fee for the Software, or the Maintenance Fees, Reseller has sole discretion for the prices it charges the End User for these items. Nothing contained in this Agreement shall be deemed a representation or warranty by STEALTHbits that the use of the suggested prices of STEALTHbits shall produce, increase, or optimize profits. Reseller understands and agrees that Reseller shall have no right to and STEALTHbits shall have no obligation to pay Reseller for any renewal or subsequent fees paid by an End User directly to STEALTHbits, including but not limited to, future or recurring Maintenance Fees for the Maintenance Services or license fees for the Software, after the of expiration or termination of this Agreement for any reason.
    • Taxes. All pricing and fees under this Agreement are exclusive of taxes. Except for taxes based on the net income of STEALTHbits, Reseller shall pay any federal, state, county, local or other governmental taxes, fees or duties now or hereafter imposed on the licensing, export, use or possession of the Software, Hardware, or any other transaction contemplated by this Agreement, including but not limited to, taxes due and owing on amounts due or collected from End Users to Reseller. Notwithstanding anything in this Agreement to the contrary, if, under any applicable law, Reseller is required to withhold tax or any other amount from any payment to STEALTHBITS, the amount due to STEALTHbits shall be increased to the amount STEALTHbits would have received if no withholding had been required.
    • Record Keeping. Reseller agrees to maintain detailed records relating to the distribution and sale/licensing of the Hardware, Software, and Maintenance Fees. Reseller shall maintain these records during the course of this Agreement, and for a period of two (2) years following its expiration or termination for any reason.
    • Not-For-Resale. During the term of this Agreement, STEALTHbits may license Reseller term license on-premise or Cloud licenses of the Software of STEALTHbits for the sole purpose of End User demonstration or Reseller’s internal use. Such licenses shall be subject to the standard EULA of STEALTHbits and shall be for the number of licenses and time period as set forth on the applicable Order From provided by STEALTHbits to Reseller. The term of any such licenses shall automatically terminate upon the expiration or termination of this Agreement.
  7. Ownership and Proprietary Rights.
    • Confidential Information. Reseller, on its own behalf and on behalf of its employees, officers, directors, agents, and affiliates, during the term of this Agreement and thereafter, covenants and agrees that it will not use, disclose, divulge, disseminate or otherwise make available to any third party any Confidential Information or otherwise make use of any Confidential Information, without the prior written consent of STEALTHbits except as expressly allowed herein. For purposes hereof, “Confidential Information” shall mean the terms of this Agreement, the aspects of the Software (including but not limited to, drawings, source code, techniques, algorithms, and processes), Hardware configuration and components, the provision of Maintenance Services, all other agreements between STEALTHbits and Reseller, any business proposals submitted by STEALTHbits, the agreements and terms between STEALTHbits and an End User, and such information provided to Reseller that is of a nature generally considered confidential in the Software or Hardware marketplace or marked or made known to be “Confidential” (or words of like effect). Reseller recognizes and acknowledges that the use or disclosure of Confidential Information in a manner inconsistent with the provisions of this Agreement shall cause STEALTHbits and/or its licensors immeasurable damage for which adequate remedy at law may not be available. STEALTHbits shall therefore be entitled to obtain injunctive and other equitable relief for the breach or threatened breach of this section, without the requirement to post bond. The rights under this section shall be cumulative of all other rights of STEALTHbits.
    • Ownership. All right, title, and interest in and to the Software, including, without limitation, the media on which the same are furnished to Reseller, are and shall remain the sole and exclusive property of STEALTHbits and/or its licensors, and constitute valuable proprietary property of STEALTHbits and/or its licensors. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Hardware, Software, Maintenance Services, and other items provided to Reseller shall remain vested in STEALTHbits and/or its licensors. Reseller acknowledges that no right, title, or interest in or to the Software, Updates, or Maintenance Services is granted pursuant to this Agreement, and no such assertion shall be made by Reseller. Reseller shall not use, copy, modify, enhance, service bureau, rent, merge, reverse engineer, reverse assemble, decompile, reverse compile, disassemble, translate, make extras, or in any way alter the Software, Updates, Hardware, or Maintenance Services, separate the Software into its component parts/modules or any copy, adaptation, transcription, or merged portion thereof or otherwise attempt to derive source code therefrom except as expressly authorized by STEALTHbits, and then only for purposes of performing the Reseller Services. Reseller shall not permit any person to remove any proprietary or other legend or restrictive notice contained or included in any material provided by STEALTHbits, and Reseller shall not permit any person to reproduce or copy any such material except as specifically provided in this Agreement. Reseller agrees to maintain any and all of STEALTHbits’ or its licensors’ copyright and other notices on the Software (and Updates) and shall reproduce such notices on any and all permitted copies, in whole or in part, thereof. Reseller will have an appropriate agreement with each of its employees having access to Confidential Information sufficient to enable Reseller to comply with the terms of this Agreement.
    • Unauthorized Use or Copying. Except as expressly permitted under this Agreement, Reseller shall not copy, modify, upgrade, or reproduce the Software in any way, nor shall it permit third parties to do so. Reseller shall immediately notify STEALTHbits of any unauthorized use of the Software, or Hardware and fully cooperate with STEALTHbits in any action relating to enforcement of the proprietary rights of STEALTHbits.
  8. Representations and Warranties.
    • Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE, HARDWARE, AND MAINTENANCE SERVICES ARE PROVIDED TO RESELLER ON AN “AS IS” BASIS ONLY, AND STEALTHBITS MAKES NO OTHER PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, REGARDING OR RELATING TO THE SAME, OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO RESELLER PURSUANT TO THIS AGREEMENT OR OTHERWISE. TO THE EXTENT ALLOWED BY LAW, STEALTHBITS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO SAID MATERIALS OR THE USE THEREOF. STEALTHBITS DOES NOT WARRANT OR REPRESENT THAT THE OPERATION OF THE SOFTWARE, HARDWARE, OR MAINTENANCE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE, HARDWARE, OR MAINTENANCE SERVICES, ARE CORRECTABLE OR WILL BE CORRECTED. STEALTHBITS SHALL HAVE NO RESPONSIBILITIES OR LIABILITY FOR INCORRECT DATA OR INFORMATION INPUTED INTO THE SOFTWARE, OR HARDWARE OR FOR ERRORS IN OUTPUT, CALCULATIONS, OR RESULTS CAUSED BY THE SAME OR BY THIRD PARTY SOFTWARE. STEALTHBITS DOES NOT WARRANT THAT THERE ARE NO DISCREPANCIES BETWEEN THE SOFTWARE AND ITS DOCUMENTATION. RESELLER UNDERSTANDS THAT ANY WARRANTIES MADE BY STEALTHBITS TO THE END USER ARE MADE DIRECTLY TO THE END USER AND NOT TO RESELLER, AND RESELLER SHALL HAVE NO RIGHTS TO SUCH WARRANTIES.
    • Acknowledgements by Reseller. Reseller acknowledges and agrees that: (a) Reseller has not received or relied upon any guarantee, expressed or implied, about the revenues, profits, or success of the business venture contemplated by this Agreement; (b) No representations have been made by STEALTHbits or by its officers, directors, shareholders, employees, or agents, that are contrary to the terms of this Agreement; and (c) Reseller does not have authority to and will not make any representations or warranties on behalf of STEALTHbits and Reseller will bear all of the costs, expenses, and risks arising out of or related to any warranties made on its own behalf or without the prior, written authorization of STEALTHbits.
    • Reseller’s Representations. Reseller represents and warrants that it: (i) has full authority to enter into this Agreement and is not bound by any contractual or legal restrictions from fulfilling its obligations hereunder; and (ii) will comply with all applicable laws and regulations in the course of performing under this Agreement. In the event that Reseller must obtain permits, approvals or registrations to fulfill its obligations hereunder, all fees and costs associated with such permits, approvals or registrations shall be borne solely by Reseller.
  9. Indemnity. Reseller shall hold harmless, and at its expense, indemnify STEALTHbits, its officers, directors, shareholders, agents, and employees (collectively the “STEALTHbits Parties”) from, and defend the STEALTHbits Parties against, any damages, losses, liability (including settlements and judgments) or reasonable expenses (including attorneys’ fees and expenses) arising out of or relating to this Agreement, including but not limited to, any claim relating to Reseller’s advertising, promotion, resale, distribution, storage or transportation of the Hardware, Software, Maintenance Services, or the provision of Reseller Services, but excluding advertising, promotion, resale information, documentation, and service provided to the Reseller by STEALTHbits that are used strictly in conformity with the instructions and policies of STEALTHbits.
  10. Limitation of Liability. THE STEALTHBITS PARTIES AND RESELLER SHALL NOT BE LIABLE FOR, NOR SHALL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR FOR ANY OTHER REASON, WHETHER SUCH DAMAGES ARE IN THE NATURE OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE STEALTHBITS PARTIES’ OR RESELLER’S AGGREGATE LIABILITY TO THE OTHER PARTY EXCEED THE AMOUNTS PAID BY RESELLER TO STEALTHBITS DURING THE THEN-CURRENT TERM. THESE LIMITATIONS SHALL NOT APPLY TO PAYMENTS FOR PRODUCTS OR SERVICES PURCHASED FROM STEALTHBITS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
  11. Term and Termination.
    • Expiration. Unless earlier terminated as provided herein, this Agreement shall commence on the Effective Date and shall continue until the end of the current calendar year (the “Initial Term”). Thereafter, this Agreement will automatically renew for subsequent renewal terms of one (1) year each (a “Renewal Term”) unless either party notifies the other party in writing of its intention not to renew this Agreement.
    • Termination for Default. This Agreement may be terminated (in whole or in part) by a party under any of the following conditions:
      • if the other party shall be finally declared insolvent or bankrupt by a court of competent jurisdiction, or if a petition is filed in any court and not dismissed in ninety (90) days to declare the other party bankrupt, or for a reorganization under the bankruptcy law or any similar statute, or if a trustee in bankruptcy or a receiver or similar entity is appointed for the other party;
      • if the other party commits a material breach of this agreement which is not cured by the other party within ten (10) days after written notice of such breach is given by the non-breaching party;
      • if Reseller breaches it obligations under Section 7, which such termination shall be immediate and without notice to Reseller; or
      • any license between STEALTHbits and its licensor related to the Hardware, Software, or Maintenance Services terminates or expires, in which case the termination of this Agreement or such portion dealing with the affected Hardware, Software, or Maintenance Services shall terminate immediately upon notice to Reseller.
    • Termination for Convenience. Either party may terminate this Agreement with or without cause upon thirty (30) days written notice to the other party.
    • Duties Upon Termination.
      • Upon the written request of STEALTHbits or upon the termination or expiration of this Agreement, Reseller shall, within five (5) days, return to STEALTHbits all Software, Confidential Information, promotional materials, marketing literature, written information and reports pertaining to the Software, Hardware, or Maintenance Services that have been supplied by STEALTHbits, and all copies (paper, electronic, or otherwise) and abstracts of the same. In the alternative, Reseller may destroy all such materials and certify to STEALTHbits of such destruction within the five (5) day period.
      • Upon termination or expiration of this Agreement for any reason, any amounts owed to STEALTHbits under this Agreement before such termination or expiration will be immediately due and payable, all licensed rights granted in this Agreement will immediately cease to exist, and Reseller must promptly discontinue all further use of the Marks and all further use of the licensed Software.
      • EULAs granted by Reseller with this Agreement will survive the expiration or termination of this Agreement in accordance with their terms and STEALTHbits may assume the rights and obligations of Reseller under any then current and in force EULA.
    • Rights Upon Termination. Upon the expiration or sooner termination of this Agreement for any reason whatsoever, Reseller shall have no further right to continue the Reseller Services. Furthermore, each of the parties hereby waives any claim against the other for loss or damage of any kind (including, without limitation, damages or other compensation for unjust enrichment, loss of prospective profits, reimbursement for expenditures or investments made or commitments entered into or goodwill) because of failure of the parties to extend the term hereof upon expiration of this Agreement or because of any failure of the parties, for whatever reason, upon expiration hereof to make a similar agreement relating to the Reseller Services. This provision shall not be deemed a waiver by either party of any rights regarding a default or other breach of this Agreement. Reseller acknowledges and agrees that any amounts which may be spent by Reseller in the performance of this Agreement shall be spent and incurred voluntarily by Reseller with the knowledge that this Agreement may be terminated as provided herein, and thus Reseller shall make no claim against STEALTHbits, and STEALTHbits shall not be liable for any investment or expenditures incurred by Reseller in anticipation of the continuance of this Agreement.
  12. General.
    • Force Majeure. STEALTHbits shall not be liable for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of God or any other causes beyond its reasonable control.
    • Governing Law, Jurisdiction and Venue. This Agreement shall be construed in accordance with the laws of the State of New Jersey, applicable to contracts entered into and solely performed therein, without regard to that body of law pertaining to conflicts of law, and expressly excluding (i) the United Nations Convention on Contracts for the International Sale of Goods (ii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Except as necessary to obtain injunctive relief, Reseller irrevocably submits to the exclusive jurisdiction of the state and federal courts in the state of New Jersey and irrevocably waives all defenses relating to this jurisdiction. The parties confirm that this EULA and all related documentation are and will be drafted in English.
    • Entire Agreement. This Agreement, including the Exhibits attached hereto, constitute the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals or agreement, both oral and written, negotiations, representations, writings and all other communications between the parties. This Agreement may not be released, discharged, or modified except by an instrument in writing signed by the parties.
    • Independent Contractors/Relationship. It is expressly agreed that STEALTHbits and Reseller are acting hereunder as independent contractors and not as employer/employee or partners. Under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. Reseller expressly acknowledge that Reseller has no right to use the Marks for its business and that Reseller is not required to pay any fees or required purchases to STEALTHbits for the privilege of the rights granted hereunder.
    • Notice. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile, or otherwise delivered by hand or by a nationally-recognized overnight courier, properly addressed to the party for whom intended at the address set forth below or at such other address or facsimile number as such party shall have furnished to the other by notice given in accordance with this provision. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (a) in the case of personal delivery, when actually delivered, (b) if delivery is by telecopier, on the date of such delivery as evidence by the sender's facsimile machine-generated confirmation report, (c) in the case of a nationally-recognized overnight courier on the date of delivery (or refusal) as shown on the courier's receipt, and (d) in the case of mailing, on the date of receipt (or refusal) shown on the return receipt.
    • Assignment. This Agreement may not be assigned by Reseller nor shall Reseller assign or sublicense its rights hereunder without the prior written permission of STEALTHbits, which such permission may be granted or denied in the sole and absolute discretion of STEALTHbits. However, STEALTHbits shall be free to assign or sublicense all of its rights and obligations hereunder.
    • Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.
    • Waiver. No waiver by either party of any breach of any provisions hereof shall constitute a continuing or permanent waiver of any term of this Agreement unless expressly made in writing signed by such party.
    • Survival. The following Sections and subsections of this Agreement shall survive its expiration or termination: 7, 8, 9, 10, 11 and 12 and such other provisions which,by their nature, would survive termination of this Agreement.
    • Non-Exclusive. Nothing in this Agreement shall be deemed to preclude STEALTHbits from providing Software, Hardware, Maintenance Services, or selling, distributing, or licensing the same, as it deems appropriate, or from appointing others to do so, to any organization or individual.
    • Public Relations. Subject to the other terms of this Agreement, Reseller agrees to allow STEALTHbits to use Reseller’s name, logo, and a brief description of Reseller’s business operations in marketing and public relations’ materials such as press releases, advertising, printed collateral, and/or Web site copy (collectively, “Copy”). STEALTHbits is hereby allowed to refer to Reseller as a STEALTHbits reseller in such Copy.
    • Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
    • Non-solicitation. During the Term of this Agreement and continuing through the first anniversary of the termination of this Agreement, Reseller (or its affiliates, subsidiaries, partners, third parties) will not actively solicit to employ or employ any employee of STEALTHbits, its affiliates or business partners, without STEALTHbits’ written consent. However, “actively solicit to employ or employ” will not be deemed to include general recruitment through advertising or postings addressed to the general public.

STEALTHbits Domestic Reseller Discounts - Exhibit B

Registered Opportunity Discounts
Software Perpetual License Sales 30%
Software Subscription License Sales 20%
  1. Reseller pricing is based on the discounts (as set forth above) off the current STEALTHbits List Price for the products for a registered opportunity at the time of sale.
  2. Registered Opportunity indicates a Reseller has registered the opportunity and it has been approved by STEALTHbits Channel Management pursuant to STEALTHbits registration policy. Closure of a registered opportunity is complete when a Reseller provides the End User Software Sales price to STEALTHbits (Sect. 5).
  3. Fulfilment Discounts: Resellers are eligible for discounts when there is an opportunity sourced by STEALTHbits whereby a Reseller’s involvement is requested by STEALTHbits from a sales assistance aspect to complete a transaction which requires minimal participation on the part of the Reseller. Fulfilment discounts to be negotiated per engagement.

STEALTHbits International Reseller Discounts - Exhibit B

Partner Tier Annual Revenue Goal Product Discount
Gold (2 certified SE’s) >$350,000 30%
Silver(1 certified SE’s) >$150,000 20%
Bronze <$150,000 10%
  1. Reseller pricing is based on the discounts (as set forth above) off the current STEALTHbits List Price for the products for a registered opportunity at the time of sale.
  2. Product: For purposes of this schedule, Product is meant to include Perpetual Licenses, Subscription Licenses and Pre-Paid Maintenance and Support.
  3. Registered Opportunity indicates a Reseller has registered the opportunity and it has been approved by STEALTHbits Channel Management pursuant to STEALTHbits registration policy. Closure of a registered opportunity is completed when a Reseller provides the End User Software Sales price to STEALTHbits of the resold STEALTHbits products (Sect. 5).
  4. Fulfilment Discounts: Resellers are eligible for discounts when there is an opportunity sourced by STEALTHbits whereby a Reseller’s involvement is requested by STEALTHbits from a sales assistance aspect to complete a transaction which requires minimal participation on the part of the Reseller. Fulfilment discounts to be negotiated per engagement.