Authorized Reseller Agreement

• THIS SYNC2 RESELLER PROGRAM AGREEMENT (THE "AGREEMENT") IS ENTERED INTO BETWEEN YOU (“RESELLER” OR “AUTHORIZED RESELLER") AND ALITTERA LTD INC ("4TEAM CORPORATION" OR “4TEAM”) AND SETS FORTH THE TERMS AND CONDITIONS OF THE SYNC2 RESELLER PROGRAM (THE “PROGRAM” OR “RESELLER PROGRAM”).
  
  ACCEPTANCE:
  
  AUTHORIZED RESELLER AGREES TO AND ACCEPT TERMS BY CLICKING THE “SUBMIT” BUTTON AT THE END OF SIGN IN FORM. IF RESELLER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, RESELLER WILL NOT BE PERMITTED TO RESELL 4TEAM CORPORATION’S CLIENT SOFTWARE APPLICATIONS (“CLIENT SOFTWARE”) THROUGH THE USE OF 4TEAM’S ONLINE RESELLER SYSTEM (“RESELLER SYSTEM”). THIS AGREEMENT IS EFFECTIVE UPON 4TEAM CORPORATION’S ACCEPTANCE OF RESELLERS’ ENROLMENT IN THE RESELLER PROGRAM, EVIDENCED BY EMAIL CONFIRMATION TO RESELLER FROM 4TEAM. 4TEAM CORPORATION RESERVES THE UNRESTRICTED RIGHT TO REFUSE RESELLER’S PARTICIPATION IN THE RESELLER PROGRAM WITHOUT FURTHER EXPLANATIONS.

1. NONEXCLUSIVE AGREEMENT

• Reseller agrees to resell the Client Software to end users (“End User” or “Customer”) in accordance with the terms of this Agreement and the End-User License Agreement at www.4team.biz/eula.aspx (“EULA”). This Agreement is not exclusive to Reseller, and 4Team reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Client Software anywhere in the world.

2. CLIENT SOFTWARE

• 4Team has the right to modify, alter, and update the Client Software at any time at its discretion. Neither party shall obtain any ownership or other interest in the intellectual property of the other by reason of this Agreement.

3. RESELLER OFFERS FOR END USER

• Reseller has the right to sell the Client Software to the End User at any chosen price, Reseller can offer the Client Software to the End User as part of a package deal or can offer the Client Software as a bonus to the End User. In case the Client Software price selected by Reseller to include in the price offer to End User is less than the official Client Software price on 4Team’s website www.4team.biz, and in the eventuality of the Client Software being offered as a Bonus to the End User, Reseller must limit any advertising of this offer to the physical establishment stated in the company information provided upon registration in the Program, and verified by 4Team Corporation staff.

4. RESELLER SYSTEM

• Upon 4Team Corporation’s acceptance of Reseller in the Program, Reseller shall be granted access to the Reseller System by having an account (“Account” or “Reseller Account”) created in the Reseller System.
  The Reseller System is an online system through the use of which, by accessing Reseller’s Account, Reseller can sell Client Software licenses to the End User by creating a customized synchronization profile (“Synchronization Profile”) for the End User for each license of Client Software sold. Furthermore, the Reseller System allows the Reseller to view and manage different aspects of the Program, after signing into the Account. The Reseller System also includes a simplified shopping cart (“End User Shopping Cart”) through which a Customer can pay for the Client Software by himself, while allowing the Reseller who created the Synchronization Profile for the Customer to receive a commission for the sale.
• 4.1 Credit Licenses
  Authorized Reseller can use the Reseller Account to purchase credit licenses (“Credit Licenses”). Credit Licenses are licenses of Client Software purchased by Reseller at discounted price with the intention to sell them to the Customer. Credit Licenses will be displayed only as the number of Credit Licenses available in the Reseller Account and will allow Reseller to create a Synchronization Profile for each of the Credit Licenses available. When a Synchronization Profile is created the number of Credit Licenses will be automatically decreased by one (1) and the new number of Credit Licenses available will be displayed in the Reseller Account.
• 4.2 Pricing and Payment
  The price is reflected on the order and will remain the price regardless of any subsequent price changes by 4Team Corporation. Prices are subject to change without notice, at 4Team’s sole discretion. 4Team Corporation accepts only payments via Credit/Debit card or PayPal. The card or PayPal account will be charged immediately after the order is finalized. On approved credit, the number of Credit Licenses purchased will be displayed in the Reseller Account and the Credit Licenses will be ready for use.

5. COMMISSIONS AND PAYMENT

• In case Reseller creates the Synchronization Profile for the Customer, but the Customer chooses to pay for the Client Software personally, through 4Team’s End User Shopping Cart, Reseller shall receive 50% of the price paid by the Customer through the End User Shopping Cart.
  
  In case a Customer who purchased the Client Software through Reseller shall purchase from 4Team website one or more upgrades for the Client Software, Reseller shall receive 50% of the price paid by the Customer for the upgrade(s), provided the Reseller is still active in the Reseller Program.
  
  In case Reseller refers the Customer to 4Team, Reseller shall receive 20% of the value of 4Team products purchased by the customer that has been referred.
  
  All payments will be made to Reseller within 5 business days following the end of each month, during which the total amount owed to Reseller equals or is greater than $100. 4Team Corporation may amend the commission rate at any time, upon 60 days notice to Reseller. All commissions shall be paid in US dollars. In case payment to Reseller has not been made on time, Reseller must contact 4Team customer support and report the problem. Payment to Reseller will be made during up to 10 business days from the date when the problem was reported. 4Team reserves the right to make payments to the Reseller using only the payment methods available in the Reseller System, from which the Reseller can choose. 4Team Corporation can charge a fee when making a payment to the Reseller according to the following conditions:
  PayPal - no fee charged;
  Check - 4Team charges $5;
  Wire Transfer - 4Team Charges $10;
  ACH - 4Team charges $10;
  
  
  Reseller also has ability to choose convert his commission (“Account Balance”) to Sync2 license packages. Account Balance will be immediately converted and transferred to Resellers Account. 5% discount on Sync2 license packages applies when using Account Balance as the payment method.

6. BONUSES

• 6.1 General Bonuses
  Reseller can receive bonuses (“Bonuses”) from 4Team in the form of Credit Licenses added to the Reseller Account without having purchased the Credit Licenses. Reseller may receive Bonuses from 4Team for fulfilling various conditions, such as offering feedback or referring customers to 4Team products. The conditions under which 4Team Corporation offers Bonuses to Reseller are subject to change without notice, at 4Team’s sole discretion, and will be displayed in the Reseller Account. Any Bonuses that the Reseller is entitled to receive, for fulfilling the conditions under which 4Team offers Bonuses, will be transferred to the Reseller Account after approval from 4Team’s staff, in maximum 10 business days from fulfilling the conditions to receive Bonuses. If any Bonuses earned by Reseller have not been transferred in time, Reseller must contact 4Team customer support and report the problem and in this case the Bonuses will be transferred to the Reseller Account in maximum 5 business days from the date when the problem was reported.
• 6.2 Performance Bonuses
  Reseller can receive a performance bonus (“Performance Bonus”) from 4Team, in the form of Credit Licenses added to the Reseller Account without having purchased the Credit Licenses, for fulfilling various performance conditions (“Performance Conditions”). The Performance Conditions under which 4Team Corporation offers Performance Bonus to Reseller are subject to change without notice, at 4Team’s sole discretion, and will be displayed in the Reseller Account. Any Performance Bonus that the Reseller is entitled to receive, for fulfilling the Performance Conditions, will be transferred to the Reseller Account after approval from 4Team’s staff, in maximum 10 business days from fulfilling the Performance Conditions. If a Performance Bonus earned by Reseller has not been transferred in time, Reseller must contact 4Team customer support and report the problem and in this case the Performance Bonus will be transferred to the Reseller Account in maximum 5 business days from the date when the problem was reported.
  After receiving a Performance Bonus, in case Reseller does not continue to meet at least the same level of performance, fulfilling at least the same Performance Conditions again in the period immediately after the Performance Bonus was transferred to the Reseller Account, 4Team reserves the right to take back the last Performance Bonus offered to the Reseller, or any remaining Credit Licenses from the Reseller account up to the number of Credit Licenses that was transferred to the Reseller Account as Performance Bonus. A Performance Bonus can only be offered once during a calendar year.

7. REFUNDS

• Any Customer who purchased the Client Software from the Reseller is entitled to a complete refund for a period of 30 days from the date of the purchase, according to the following terms:

• In case the Customer paid for the Client Software directly to the Reseller, when the Customer asks for a refund after deactivating and uninstalling the Client Software from the computer within the refund period, 4Team Corporation will review the refund request and after approval from 4Team staff, the Reseller will have the Credit License added back to the Reseller account in order to offer the refund to the Customer.
• In case the Customer paid for the Client Software to 4Team Corporation through the End User Shopping Cart, when the Customer asks for a refund after deactivating and uninstalling the Client Software from the computer within the refund period, 4Team Corporation will handle the refund request completely, according to 4Team Corporation’s standard procedure for refunds, and the Reseller will only be informed of the status of the refund in the Reseller Account. On approval of Customer’s refund request by 4Team staff, Reseller will have the commission received for the refunded license taken back from the Reseller Account.
• Credit Licenses that are purchased or received as Bonus by Reseller through Sync2 Reseller Program webpage are not refundable if unused.

• Reseller will be able to view the status of any refund requests of his customers in the Reseller Account and may receive notifications from 4Team Corporation with updates regarding any refunds approved, disapproved or refund requests made. In case 4Team suspects any illegal or improper activity leading to refund requests, 4Team Corporation reserves the right to disapprove such requests and may take further actions to stop the improper activity.

8. PROGRAM QUALIFICATIONS

• 8.1 Performance Condition
  In order to stay in the Program a performance condition (the “Performance Condition”) must be fulfilled on a regular basis. The Performance Condition states that a reseller must sell a minimum number of ten (10) licenses of Client Software during each ninety (90) days period (“Qualifying Period”).
• 8.2 Paid Performance Condition
  In case an Authorized Reseller does not fulfil the Performance Condition to stay in the Program, Reseller can continue to take part in the Program by using a secondary performance condition (“Paid Performance Condition”). The Paid Performance Condition states that a reseller can stay in the Program for another Qualifying Period, without having fulfilled the Performance Condition, by purchasing a number of twenty (20) Credit Licenses through the Reseller System before the end of the Qualifying Period.
• 8.3 Qualifying Periods
  Reseller’s Qualifying Period starts on the date of acceptance in the Reseller Program and lasts for ninety (90) days. At the end of every Qualifying Period a new Qualifying Period starts immediately. Reseller’s performance will be evaluated by 4Team Corporation at the end of every Qualifying Period and 4Team has the right to terminate the Agreement with the Authorized Reseller or limit in any way Reseller’s access to the Reseller System in case Reseller failed to meet the Performance Condition or the Paid Performance Condition during the Qualifying Period. In case Reseller has remaining Credit Licenses which were purchased through the Reseller System but did not fulfil the Performance Condition or Paid Performance Condition to stay in the Program, 4Team has the right to terminate the Agreement with the Authorized Reseller but will give the Reseller limited access to the Reseller Account in order to sell the remaining Credit Licenses for a period of 12 months starting from the day when the Agreement was terminated by 4Team and/or Reseller’s access to the Reseller Account was limited in any way by 4Team Corporation.

9. PRIVACY AND SAFETY

• 9.1 Reseller Privacy and Safety
  4Team Corporation guarantees that the personal information provided by Reseller upon registration and by use of the Reseller System will be used only to asses if Reseller meets the requirements to be accepted in the Program, to send official information concerning 4Team products and services, to contact Reseller when necessary and to make payments to the Reseller when necessary. 4Team Corporation guarantees that information about Reseller’s credit/debit card will not be stored, even if such information was provided through the use of the Reseller System. Reseller’s data will not be used for any other purposes or handed over to any third party.
• 9.2 End User Privacy and Safety
  By letting the Customer install 4Team products and services, 4Team Corporation guarantees that no other information about the Customer will be accumulated and used, except for information which is officially submitted to 4Team by Reseller through the use of the Reseller System. 4Team Corporation guarantees that information about Customer’s credit/debit card, PayPal account or Google account will not be stored, even if such information was provided through the use of the Reseller System. 4Team guarantees that the End User’s information provided by Reseller to 4Team through the use of the Reseller System will be used only to send official information concerning 4Team products and services and to contact the End User when necessary. End User’s data will not be used for any other purposes or handed over to any third party.

10. REGISTRATION

• 10.1 Reseller Registration
  The information provided by Reseller upon registration for the Reseller Program must be accurate and complete. Furthermore, if Reseller’s registration information changes, Reseller is required to inform 4Team about these changes by updating this information through the Reseller System or, in case such information cannot be updated through the Reseller System, by contacting 4Team Corporation directly.
• 10.2 End User Registration by Reseller
  The End User information entered by Reseller in the Reseller System when selling the Client Software must be accurate and complete. Furthermore, if End User’s registration information changes and Reseller is informed about it, then it is required to inform 4Team about these changes by updating Customer’s information through the Reseller System.

11. CONFIDENTIALITY

• In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or received by the receiving party from a third party, which was not subject to similar confidentiality obligations to the disclosing party; or (iii) is independently developed by the receiving party, without breaching the confidentiality obligations of this Agreement.

12. RELATIONSHIP OF THE PARTIES

• Nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to act for or on behalf of the other, except as expressly provided for in this Agreement. Each party acknowledges and agrees that it is not authorized to bind the other party to any contract or agreement of any nature whatsoever.

13. 4TEAM MARKS

• 4Team hereby grants to Reseller a limited, nonexclusive right to use 4Team’s regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the Client Software. Reseller will not use 4Team’s trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Reseller which indicates Reseller is an authorized reseller of 4Team) in Reseller's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Reseller and 4Team. Upon the expiration or earlier termination of this Agreement, the license granted to Reseller in the Licensed Marks shall immediately terminate and Reseller shall immediately cease and desist all use of the Licensed Marks
• Reseller recognizes and acknowledges 4Team’ ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Reseller's use of such marks shall become the property of 4Team. Reseller further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of 4Team or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of 4Team.

14. TERM AND TERMINATION

• This Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement under the following terms:
  
  In case 4Team Corporation decides to terminate this Agreement with the Reseller, 4Team shall give notice to the Reseller upon at least ten (10) Business Days prior written notice sent by email to the Reseller. During this period, after receiving the notice from 4Team Corporation and before the end of the ten (10) days period, Reseller may still fulfil the Paid Performance Condition in order to continue to stay in the Program. If at the end of the ten (10) days period Reseller did not take any actions to stay in the Program, 4Team can terminate the Agreement with the Reseller immediately.
  
  In case Reseller decides to terminate this Agreement with 4Team Corporation, Reseller shall use the ‘Close Account’ option from the Reseller Account to inform 4Team of its desire to terminate this Agreement effective immediately. This action must be approved by 4Team staff before permanently closing the Reseller Account.
• In the event of any other breach of this Agreement, then 4Team Corporation may provide notice to Reseller and if such breach is not cured within 3 Business Days following such notice, the Agreement may be terminated immediately by 4Team Corporation.
• In case Reseller has remaining Credit Licenses which were purchased through the Reseller System but did not fulfil the Performance Condition or Paid Performance Condition to stay in the Program, 4Team has the right to terminate the Agreement with the Authorized Reseller but will give the Reseller limited access to the Reseller Account in order to sell the remaining Credit Licenses for a period of 12 months starting from the day when the Agreement was terminated by 4Team and/or Reseller’s access to the Reseller Account was limited in any way by 4Team Corporation.

15. LIMITATION OF LIABILITY

• IN NO EVENT SHALL 4TEAM CORPORATION HAVE ANY LIABILITY TO RESELLER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR EXPENSES ARISING OUT OF THIS AGREEMENT WHATSOEVER (INCLUDING BUT NOT LIMITED TO ANY DAMAGES OR EXPENSES FOR ANY: LOSS OF USE; LOST PROFITS; LOST BUSINESS; LOST OPPORTUNITY, LOST DATA; COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND, BUSINESS INTERRUPTION) WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EXPENSE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16. INDEMNITY

• RESELLER HEREBY AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS 4TEAM CORPORATION AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, LICENSORS AND DISTRIBUTORS AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, SUITS, LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LAWYER’S FEES AND OTHER LITIGATION EXPENSES) INCURRED BY 4TEAM, ARISING OUT OF OR RELATING TO (A) RESELLER’S VIOLATION OR BREACH OF ANY TERM, CONDITION, REPRESENTATION OR WARRANTY OF THIS AGREEMENT; (B) RESELLER’S USE OF THE “CLIENT SOFTWARE”; OR (C) RESELLER ‘S VIOLATION, ALLEGED VIOLATION, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT (INCLUDING, WITHOUT LIMITATION, TRADEMARK, COPYRIGHT, PATENT, TRADE SECRETS) OR NON-PROPRIETARY RIGHT OF A THIRD PARTY (INCLUDING, WITHOUT LIMITATION, DEFAMATION, LIBEL, VIOLATION OF PRIVACY OR PUBLICITY). RESELLER HEREBY ACKNOWLEDGES AND AGREES THAT THIS INDEMNITY SHALL BE DEEMED TO APPLY TO, AND EXIST FOR THE BENEFIT OF, ANY SUPPLIER AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS, LICENSORS AND DISTRIBUTORS.

17. NOTICE

• Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by email;
  
  If to 4Team Corporation:
  
  Email: reseller@4teamcorp.com

18. SEVERABILITY

• If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

19. GOVERNING LAW

• This Agreement shall be interpreted under the laws of the State of Florida.

20. MISCELLANEOUS

• Assignment. This Agreement may not be assigned by Reseller without 4Team Corporation’s prior written consent.
  
  Modification. This Agreement may not be modified except by a written instrument signed by Reseller and 4Team Corporation.
  
  Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior written or oral agreement including any prior reseller or referral agreement or understanding with respect to the subject matter thereof.

21. HEADINGS

• Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IF RESELLER AGREES TO THE TERMS OF THIS AGREEMENT, CLICK "I AGREE." BY CLICKING "I AGREE," YOU REPRESENT AND WARRANT THAT: (A) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON RESELLER'S BEHALF AND TO BIND RESELLER TO THE TERMS OF THIS AGREEMENT; (B) RESELLER HAS THE FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (C) THIS AGREEMENT AND THE PERFORMANCE OF RESELLER’S OBLIGATIONS UNDER THIS AGREEMENT DO NOT VIOLATE ANY THIRD-PARTY AGREEMENT TO WHICH RESELLER IS A PARTY.