This RESELLER AGREEMENT (this "Agreement") is entered into by and between
SaveInstant Inc., a Calgary, Alberta, Canada based company a principal place of
business at 9 Shawfield Way SW, Calgary, Alberta, Canada T2Y2X9 ("Ewis.ca"), and
the undersigned independent contractor of SaveInstant Inc. ("Reseller").
A. SaveInstant Inc. is engaged in the business of selling consumer electronics
and related products as a distributor representing over 150 manufacturers.
B. SaveInstant Inc. has created and maintains the
DropshipSite.com Product Database, an electronic database of products
available to its customers, including a model number, short description,
a photo, retail price and product purchase price for each such product.
C. SaveInstant Inc.'s DropshipSite.com Product Database can
be accessed through SaveInstant Inc. Internet web site having a uniform
resource locator (URL) of www.DropshipSite.com.
D. Reseller acts as a jobber for SaveInstant Inc. on an independent
E. SaveInstant Inc. desires to provide Reseller with electronic access to
the DropshipSite.com Product Database, through the DropshipSite.com Site, on
the terms and conditions set forth in this Agreement.
Terms and Conditions
For the reasons described above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
SaveInstant Inc. and Reseller hereby agree as follows:
1. Term. The term of this Agreement shall commence on the
date that this Agreement is signed on behalf of Reseller (the "Effective
Date") and shall continue until terminated pursuant to paragraph 13 below.
2. Access to Database, SaveInstant Inc. shall provide Reseller with access to
the SaveInstant Inc. Product Database, to place orders for products described
on the SaveInstant Inc. Product Database, via the
Internet. SaveInstant Inc. hereby grants Reseller a nonexclusive license to
utilize the SaveInstant Inc. Product Database through the SaveInstant Inc.
Site for purposes of sales and marketing. SaveInstant Inc. may allow the
Reseller to interface the SaveInstant Inc. site with the Reseller's
Internet web site.
3. Limitations on Use of Database. Reseller acknowledges
and agrees that SaveInstant Inc. retains ownership of all rights, title and
interest to the SaveInstant Inc. Product Database (including all
photographs or other images included on the SaveInstant Inc. Product
Database). Except as expressly provided herein, Reseller may not sell,
license, sublicense, lease or otherwise transfer all or any portion of the
SaveInstant Inc. Product Database to any person. Reseller further
acknowledges that SaveInstant Inc. has a compilation copyright in the
SaveInstant Inc. Product Database and its contents and that certain content
are separately copyrighted by others. Reseller agrees that it
shall not take any actions that would violate or derogate from any of such
copyrights, except as expressly authorized by this Agreement. Reseller
further agrees not to remove any copyright, trade secret or other
proprietary protection legends or notices from the SaveInstant Inc.
4. Pricing of Products. The price for products described on
the SaveInstant Inc. Product Database shall be SaveInstant Inc.'s standard
wholesale price for such products. SaveInstant Inc. may change such prices
from time to time with or without notice.
5. Purchase of Products. The Reseller agrees to purchase
products for orders received from the SaveInstant Inc. Web exclusively
from SaveInstant Inc..
6. Sale of Products by Reseller. Reseller shall have the
nonexclusive right to sell products purchased from SaveInstant Inc.
anywhere. Reseller shall have sole discretion to determine the price at
which it sells products to its customers. Neither SaveInstant Inc. nor any
of its agents or representatives, shall have any right to control or direct
the details, manners or means by which Reseller sells products to its
7. Initial Fee. SaveInstant Inc. shall not charge an initiation fee or drop ship
fee, start-up fee or any other fee for Resellers wishing to purchase products for
personal or redistribution use.
8. Shipment. At Reseller's request, SaveInstant Inc. shall
drop ship products directly to Reseller's customers. Reseller
will be charged freight for each order shipped. Freight will be prepaid
for all orders. Reseller's will be charged freight in accordance with United Parcel Service
shipping rates and standard practices, as communicated by SaveInstant Inc. to Reseller
in writing from time to time during the term of this Agreement.
9. Returns. All returns of products purchased from SaveInstant Inc. hereunder shall be handled in accordance with SaveInstant Inc.'s
standard practices, as communicated by SaveInstant Inc. to Reseller in
writing from time to time during the term of this Agreement.
10. Disclaimer of Warranties by SaveInstant Inc..
(a) SaveInstant Inc., DOES NOT GUARANTEE OR WARRANT THE ACCURACY OF THE
CONTENTS OF THE SaveInstant Inc. PRODUCT DATABASE, OR MAKE ANY OTHER
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE SaveInstant Inc.
(b) SaveInstant Inc. MAKES NO WARRANTIES, EXPRESSED OR
IMPLIED, WITH RESPECT TO THE PRODUCTS DESCRIBED ON THE SaveInstant Inc.
PRODUCT DATABASE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitations of Liability. IN NO EVENT SHALL SaveInstant Inc. BE LIABLE TO RESELLER OR TO ANY THIRD PARTY FOR LOST PROFITS, LOST
SAVINGS, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT
OF (X) ANY PERSON'S USE OF OR INABILITY TO USE THE PRODUCTS PURCHASED BY
RESELLER FROM SaveInstant Inc., (Y) THE INABILITY OF RESELLER OR ANY THIRD
PARTY TO ACCESS THE SaveInstant Inc. PRODUCT DATABASE, OR (Z) THE
INACCURACY OF ANY INFORMATION CONTAINED IN THE SaveInstant Inc. PRODUCT
DATABASE, EVEN IF SaveInstant Inc., HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Assignment of Manufacturer's Warranties. SaveInstant Inc.
hereby assigns to Reseller all assignable warranties with respect to the
products purchased by Reseller made to SaveInstant Inc. by the supplier or
manufacturer of such products. In the event that any products purchased by
Reseller from SaveInstant Inc. do not conform to any such warranties,
SaveInstant Inc. shall provide Reseller with reasonable assistance in making
a claim against such supplier or manufacturer to either replace any
nonconforming products or to credit the purchase price to the Reseller.
13. Termination of Agreement.
(a) Either party hereto may terminate this Agreement upon
thirty (30) days prior written notice delivered to the other party.
(b) Either party hereto may terminate this Agreement by
written notice to the other if the other party breaches or is in default of
any material obligation hereunder and has not cured such default or breach
within ten (10) days after receipt of a written notice of default or breach
specifying the nature of such default or breach in reasonable detail.
(c) SaveInstant Inc. may terminate this Agreement by written
notice to Reseller if Reseller fails to pay for products or Services ordered from
SaveInstant Inc. within the terms of SaveInstant Inc.'s invoices for such
products. Reactivation fee of US$19.95 shall be applicable in case subscription payment is cancelled or fails
due to insufficient funds, website
shall also be disabled until subscription payment is reactivated.
(d) Either party hereto may immediately terminate this
Agreement by written notice to the other if the other party becomes
insolvent, makes a general assignment for the benefit of creditors, files a
voluntary petition of bankruptcy, suffers or permits the appointment of a
receiver for its business or assets, or becomes subject to any proceeding
under any bankruptcy or insolvency law, whether domestic or foreign, or has
wound up or liquidated, voluntarily or otherwise. In the event that any of
the above events occur with respect to a party, such party shall immediately
notify the other party of its occurrence.
(e) The termination of this Agreement for any reason shall not
affect the right of either party to seek damages from the other party with
respect to the events giving rise to the termination of this Agreement.
(f) Upon the termination of this Agreement for any reason,
all rights of Reseller with respect to the SaveInstant Inc. Product
Database shall terminate, and Reseller shall delete the contents of the
SaveInstant Inc. Product Database from any web site, hard drive, server or
other computer storage device under its control.
14. Taxes. Reseller shall be solely responsible for (I)
determining the appropriate types and amounts of taxes to be collected and
remitted with respect to each sale of products to its customers (regardless
of whether SaveInstant Inc. drop ships such products directly to Reseller's
customer), and (ii) calculating, collecting, and remitting all such taxes.
Distributor represents and warrants that it shall ensure the proper and
timely fulfillment of all such tax obligations and agrees to indemnify,
defend and hold harmless SaveInstant Inc. and its officers, directors,
shareholders, employees, agents and affiliates, and their respective
successors and assigns, from, against and in respect of, any liability,
loss, cost, damage, expense or payment, including reasonable attorneys' fees
and expenses, incurred or suffered by such person as a result of Reseller's
failure to comply with the requirements of this paragraph 14. The provisions
of the preceding sentence shall survive the termination of this Agreement
for any reason.
15. General Provisions.
(a) Amendment. This Agreement may be amended or altered only
by the mutual written agreement of SaveInstant Inc. and Reseller.
(b) Governing Law; Venue. This Agreement shall be subject to,
construed in accordance with, and governed by, the laws of the Province of
Alberta. Each party consents and agrees that Provincial Court of Calgary, Alberta, Canada
shall be the exclusive, proper, and convenient venue for any legal
proceeding in federal or provincial court relating to this Agreement.
(c) Notice. Any notice given to any party pursuant to this
Agreement shall be in writing and shall be deemed given when delivered by
personal delivery or sent by registered or certified mail, return receipt
requested, to SaveInstant Inc. at the address listed above, or to Reseller
at the address listed on the signature page to this Agreement. From time to
time any party may change the address to which notice is to be sent pursuant
hereto by sending a notice of such change in conformity with the foregoing
requirements to the other party.
(d) Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties to this Agreement and their
respective successors and assigns. Reseller shall not have the right to
assign, delegate or otherwise transfer any duty or obligation to be
performed by it hereunder to any person or entity, without the prior written
consent of SaveInstant Inc., which consent shall not be unreasonably
(e) Integration. This Agreement supersedes all prior
negotiations, agreements and understandings between the parties with respect
to the subject matter hereof.
(f) Sever ability. In the event that any court of competent
jurisdiction shall determine that any provision of this Agreement is
invalid, such determination shall not affect the validity of any other
provision of this Agreement, which shall remain in full force and effect and
which shall be construed as to be valid under applicable law.
(g) Authorization. SaveInstant Inc. and Reseller each hereby
represent and warrant to the other that the undersigned officer of such
party has the power and authority to execute and deliver this Agreement and
that the execution and delivery of this Agreement by the undersigned officer
of such party has been duly authorized by all necessary action on the part
of such party.
||I have read and Agree to the above AGREEMENT.