Sample Business Contracts

Reseller Agreement - Artera Group Inc. and Spyder Technologies Group LLC

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                         ARTERA TURBO RESELLER AGREEMENT
        (for the United States, Canada, South America & Central America)

Reseller Agreement,  dated as of September 1, 2003 ("Agreement")  between Artera
Group,  Inc., a Delaware  corporation having a principal place of business at 20
Ketchum Street,  Westport,  CT 06880 ("Artera"),  and Spyder Technologies Group,
LLC,  a  Connecticut  limited  liability  company  having a  principal  place of
business at 40 Kellogg Hill Road,  Weston,  CT 06883, a primary telephone number
of 203-858-1915,  a Federal employer  identification  number of 32-0027124 and a
primary World Wide Web site address of ("Reseller").

In consideration of the mutual promises contained in this Agreement,  Artera and
Reseller hereby agree as follows:

1.   Definitions.  As used herein,  the following  words shall have the meanings
     indicated below:

     (a)  CRM System. The Service's customer relations  management system which,
          among other things, allows authentication of Service subscriptions.

     (b)  End User.  A client  computer of an  individual  user,  configured  to
          utilize the Service under a subscription via Reseller.  In the case of
          a residential Subscriber,  the End User is also the Subscriber. In the
          case of a Small Business or Government Entity Subscriber, the End User
          is the client  computer of the  individual  user of the Service rather
          than the subscribing business or entity itself.

     (c)  Free Trial.  A short-term  Service  subscription  for which no Service
          Fees  are  due,  designed  to  allow  a  prospective   Subscriber  the
          opportunity to try out the Service.

     (d)  Government Entity. A Federal,  state, local or other governmental unit
          or authority, or a department, division or segment thereof.

     (e)  Service.  Artera's "Artera Turbo" service,  as configured from time to
          time, including its software.

     (f)  Service Fees. The fees payable by the Subscriber for its  subscription
          to the Service, excluding sales, use, VAT, excise and similar taxes.

     (g)  Small Business. A business or other  organizational  entity (excluding
          Government  Entities) that (i) does not have and use more than 250 End
          User personal  computers and (ii) does not sell,  distribute or market
          the Service.

     (h)  Subscriber.  A residential  individual,  Small  Business or Government
          Entity in the Territory  that  subscribes to the Service via Reseller.
          In the case of a  residential  Subscriber,  the  Subscriber is the End
          User. In the case of a Small Business or Government Entity Subscriber,
          the Subscriber is the  subscribing  business or entity rather than any
          individual client computer or user within that business or entity.

     (i)  Territory.  The United  States,  Canada,  South  America  and  Central
          America  (not  including  Puerto  Rico,  the  Caribbean  and  Southern
          Atlantic Islands).

2.   Duties of Reseller.

     (a)  Reseller  shall use its best  efforts to secure  subscriptions  to the
          Service by Subscribers in the Territory.  A Marketing Plan  describing
          some of the steps Reseller will take to promote the Service is annexed
          as  Exhibit  A  hereto.  If  Exhibit A is not  completed  within  this
          Agreement,  Reseller  shall  propose a  Marketing  Plan within 30 days
          hereof  and shall


          implement such plan, subject to any reasonable adjustments to the plan
          requested by Artera.  Reseller shall be responsible  for all costs and
          expenses incurred in securing orders for, distributing,  promoting and
          marketing the Service.  In performing  under this Agreement,  Reseller
          shall  at all  times  act in  accordance  with  this  Agreement,  with
          guidelines  and  procedures  furnished  to  Reseller  by Artera,  with
          customary commercial practices and with applicable law.

     (b)  Reseller  shall  maintain  a Web  site  and  establish  on it  Service
          information  page(s),  with links to allow prospective  Subscribers to
          purchase a  subscription  to the  Service  online via  download of the
          Service's  End User  software.  Reseller  may also  allow  prospective
          residential  Subscribers  to  initiate  a Free  Trial of the  Service.
          Reseller shall offer to provide the End User software to  Subscribers,
          upon their  request,  by  sending  the End User a CD  containing  such
          software. Artera shall provide Reseller with master CDs containing the
          End User  software,  but the cost of producing CDs from the master and
          sending CDs to Subscribers shall be borne by Reseller.

     (c)  Reseller  shall provide to Artera such  information  as is required to
          enable Artera to (i) establish  Reseller's business management account
          within the CRM System,  (ii) provide the necessary templates regarding
          the Service for use on Reseller's Web site,  (iii) provide  customized
          wizards  for any Free  Trials  Reseller  offers on its Web site,  (iv)
          coordinate links to the Service's  on-line  knowledge base for support
          and (v) coordinate  additional  links between  Reseller's Web site and
          the Service's Web site as appropriate.

     (d)  As a condition to subscribing  to the Service,  Reseller shall require
          that all  Subscribers  agree to  Artera's  Terms  of  Service  for the
          Service  (the  "Terms of  Service").  Artera  shall  have the right to
          modify the Terms of Service from time to time. Except for the Terms of
          Service,  all agreements  relating to Subscribers'  use of the Service
          shall be between  Reseller and the  respective  Subscribers.  Reseller
          shall  have  no  authority  to  bind  or  obligate  Artera  under  any
          subscription  agreement or  otherwise  (including  representations  or
          warranties  regarding the Service),  and shall not represent to anyone
          that it has such authority.

     (e)  During  the  term  of  this   Agreement,   Reseller  shall  not  sell,
          distribute,  market,  represent, deal with or have any interest in any
          service or product that competes with the Service.

     (f)  Reseller  shall give Artera prompt written notice of any change in any
          of  Reseller's  data  set  forth  in the  recital  paragraph  of  this

3.   Royalty.  Artera shall be entitled to receive a royalty (the "Royalty") for
     each  calendar  month (or part thereof) of each Service  subscription  by a
     Subscriber.  The Royalty shall be  calculated on a per End User basis.  The
     amount or formula of the Royalty is set forth in Exhibit B hereto.

4.   Support.  Reseller shall provide level 1 support for the Service  ("Level 1
     Support"),  which  consists  of being  the  initial  point of  contact  for
     Subscriber  inquiries  regarding  the Service and which shall include those
     forms of support described in Exhibit C hereto.  Within 30 days of the date
     of this Agreement, Artera shall provide, and Reseller shall attend, Level 1
     Support  training.  Artera shall  provide  level 2 support for the Service,
     which consists of support to Reseller to assist Reseller in providing Level
     1 Support.  Artera shall  provide  level 3 support for the  Service,  which
     consists of software bug fixes for the Service.

5.   Data Center. Functionality of the Service depends, in part, upon connection
     of the End User to a Service data center (the "Data Center").  Artera shall
     provide and operate the Data Center for the End Users.

6.   Billing.  Billing and  collection  of Service  Fees shall be  performed  by
     Artera on behalf of Reseller.  Artera shall bill the Subscriber each month.
     On or prior  to the  15th day of each  calendar  month,


     Artera shall pay Reseller the difference  between the Service Fees actually
     received by Artera during the preceding  calendar month and the Royalty due
     to Artera with respect to such preceding  calendar month. The Royalty shall
     be based on  subscriptions  to the Service,  irrespective of actual Service
     Fee collections by Artera. For subscription  periods greater than one month
     (e.g., annual subscriptions),  (a) the Royalty shall be based on the number
     of months within the subscription period notwithstanding any discount given
     by Reseller to the Subscriber (unless Artera agrees otherwise in writing in
     advance)  and (b) the  Royalty  for the entire  subscription  period  shall
     accrue to Artera in the first month of such subscription  period.  Payments
     by Artera shall be made to an account  specified by Reseller.  Artera shall
     keep records of the foregoing billing,  collection and payment transactions
     in a level of detail  sufficient to  demonstrate  its  compliance  with the
     provisions of this Agreement relating thereto.

7.   Intellectual Property. All right, title and interest in and to the Service,
     including all copyrights,  trademarks, service marks, logos, names, patents
     and other  intellectual  property  embodied  in the  Service or provided by
     Artera in connection  therewith (including but not limited to the Service's
     End User software and the mark "Artera Turbo") shall remain the property of
     Artera.  Reseller shall have a right to use such Artera properties only for
     the  limited  purpose of  distributing  and  promoting  the  Service in the
     Territory in accordance  with this  Agreement.  Reseller may use literature
     and other  promotional  materials to aid in  marketing  the Service only if
     such  materials  have been  provided or  approved in advance by Artera.  In
     marketing  the  Service,  Reseller may  reference  its own name or brand in
     association  with the Service,  rather than  Artera's,  if done in a manner
     that does not prejudice Artera's intellectual property rights in and to the

8.   Representations  and Warranties.  Each party represents and warrants to the
     other  party that (a) it has the full power,  authority  and legal right to
     execute,  deliver and perform this  Agreement,  (b) this Agreement has been
     duly  authorized,  executed and delivered by it and (c) this Agreement is a
     legal,  valid and binding  obligation  enforceable  in accordance  with its
     terms,  subject to  applicable  bankruptcy,  insolvency  and  similar  laws
     affecting  the  rights  of  creditors  generally  and  subject  to  general
     principles of equity.  Artera makes no representations or warranties of any
     kind to  Reseller  with  respect  to the  Service,  other than any that are
     expressly   set   forth  in  this   Agreement.   If   Reseller   makes  any
     representations  or warranties to Subscribers  with respect to the Service,
     such  representations  and warranties shall be the sole  responsibility  of

9.   Term and Termination.

     (a)  The term of this  Agreement  shall  commence as of the date hereof and
          shall  continue  until  one year  from  such  date.  Thereafter,  this
          Agreement shall  automatically  renew for successive  one-year periods
          unless either party gives written  notice of  termination to the other
          party at least 30 days prior to the end of the then-current term.

     (b)  Without limitation to any other rights available under this Agreement,
          this  Agreement may be terminated (i) by either party for the material
          breach of this Agreement or of a representation,  warranty or covenant
          contained herein by the other party,  which breach is not cured within
          30 days after written notice of such breach by the terminating  party,
          (ii) by Artera if Artera  discontinues the Service or discontinues the
          distribution  of the Service in the  Territory  and gives  Reseller 30
          days' prior written notice of the applicable  discontinuation or (iii)
          automatically  if Reseller has not acquired any Subscribers  within 60
          days of the date of this Agreement.

     (c)  In the event of expiration or any termination of this  Agreement,  the
          obligations of the parties under this Agreement shall cease as of such
          expiration  or  termination,  except  (i) for  obligations  (including
          payment obligations) that accrued prior to termination;  (ii) that, if
          the  determining  event was not a  termination  of this  Agreement  by
          Artera under Section  9(b)(i)  hereof,  Reseller  shall be entitled to
          continue  its  Service  subscriptions  existing  at the  time  of such
          expiration or termination,  subject to Reseller's  compliance with all
          of the terms


          and  conditions  of this  Agreement  with respect  thereto  (including
          payment  of  Royalties);  and  (iii)  as may  otherwise  be  expressly
          provided in this Agreement.

10.  Indemnification,  Insurance and Limitation of Liability.  Each party hereto
     shall  indemnify  and hold  harmless  the other party,  such other  party's
     affiliates,   and  the   officers,   directors,   employees,   agents   and
     representatives  of all  thereof  from  and  against  any and  all  claims,
     damages, actions, costs and expenses (including reasonable attorneys' fees)
     arising  out  of or  relating  to a  breach  by  such  party  of any of its
     representations,  warranties or undertakings set forth in this Agreement or
     arising  out of or  relating  to such  party's  intentionally  wrongful  or
     grossly  negligent  conduct in connection  with this Agreement or with such
     party's  performance  hereunder.   In  the  event  of  a  claim  for  which
     indemnification  is to be sought  hereunder,  the  party to be  indemnified
     shall provide prompt written notice of such claim to the other party, shall
     allow  the other  party to  control  the  defense  of such  claim and shall
     cooperate with the other party in conducting such defense. Each party shall
     at all times  during the term of this  Agreement  maintain  such  insurance
     coverage,  if any, that is commercially  reasonable in light of the nature,
     volume and location of such party's business  activities in connection with
     this Agreement. In no event shall either party be liable to the other or to
     any third party for incidental,  special, punitive or consequential damages
     (including  but not limited to lost profits)  relating to this Agreement or
     the Service.

11.  Confidentiality.  The  terms  and  conditions  of this  Agreement,  and all
     proprietary  information regarding the Service and its distribution,  shall
     be confidential  between the parties,  and neither shall reveal such terms,
     conditions or information  to any third parties other than its  accountants
     or attorneys or as required by process of law. The obligations contained in
     this  confidentiality   provision  shall  survive  the  expiration  or  any
     termination of this  Agreement.  This  confidentiality  provision shall not
     limit the  generality  of any  separate  confidentiality  or  nondisclosure
     agreement in effect between Artera and Reseller; provided, however, that if
     such other  agreement and this provision  cover the same  information,  the
     stricter of the two shall apply with respect thereto.

12.  Miscellaneous.

     (a)  All demands,  notices and communications under this Agreement shall be
          in writing and shall be deemed  duly given if  delivered  by hand,  by
          recognized  commercial  courier,  by fax or by  certified  mail  (with
          return  receipt),  in each  case  with  postage  or  delivery  charges
          pre-paid, as follows:

          If to Artera:                           If to Reseller:
          ------------                            --------------
          Artera Group, Inc.                      Spyder Technologies Group, LLC
          900 Straits Turnpike                    40 Kellogg Hill Road
          Middlebury, CT  06762                   Weston,  CT  06883
          Fax:  203-577-5380                      Fax:  203-454-3094
          Attention:  Michelle Jordano            Attention:  President

          with a copy to:
          Artera Group, Inc.
          20 Ketchum St.
          Westport, CT  06880
          Fax:  203-226-4338
          Attention:  General Counsel

     (b)  Any provision of this  Agreement that is prohibited or held to be void
          or   unenforceable   shall  be  ineffective  to  the  extent  of  such
          prohibition or  unenforceability,  without  invalidating the remaining
          provisions of this Agreement.

     (c)  This  Agreement  shall  bind  and  inure  to  the  benefit  of  and be
          enforceable  by the  parties  hereto  and their  respective  permitted
          successors  and assigns.  Neither party may assign this  Agreement nor
          any rights or obligations  hereunder except to its affiliated entities


          with the prior written consent of the other party, which consent shall
          not be unreasonably withheld.

     (d)  No term or  provision  of this  Agreement  may be waived  or  modified
          unless  such  waiver or  modification  is in writing and signed by the
          party  against  whom  such  waiver  or  modification  is  sought to be
          enforced.  No waiver of any breach of any provision of this  Agreement
          shall  constitute  a waiver of any  prior,  concurrent  or  subsequent
          breach of the same or any other provision hereof.

     (e)  Artera and Reseller shall be considered independent contractors to one
          another,  and nothing in this Agreement shall be construed as creating
          an   employer-employee,   agency,   partnership   or   joint   venture
          relationship between the parties.

     (f)  No provision of this Agreement  shall be  interpreted  against a party
          solely because such party or its attorney drafted such provision.

     (g)  Neither  party  shall be deemed in  breach  of this  Agreement  to the
          extent that  performance of its obligations is prevented or delayed by
          reason of any act of God, fire, natural disaster,  accident, riot, act
          of  government,   shortage  of  materials  or  supplies,   failure  of
          transportation   or   communication,    third   party   nonperformance
          (including,  without  limitation,  failure  of  performance  by common
          carriers,  interexchange  carriers and local exchange carriers) or any
          other cause beyond such party's reasonable control.

     (h)  This Agreement  shall be construed in accordance  with the laws of the
          State of Connecticut  (U.S.A.),  without regard to its conflict of law
          provisions. Jurisdiction for any action under this Agreement shall lie
          solely  in the  Federal  or  state  courts  located  in the  State  of
          Connecticut,  and  venue  in any such  action  shall  be  proper  only

     (i)  This Agreement  constitutes the entire  agreement  between the parties
          with respect to the subject matter hereof and supersedes all prior and
          contemporaneous  written or oral agreements or communications  between
          such parties with respect to such subject matter.

IN WITNESS WHEREOF,  Artera and Reseller have duly executed this Agreement as of
the date first above written.

ARTERA GROUP, INC.                                SPYDER TECHNOLOGIES GROUP, LLC

By: /s/ Cy E. Hammond                            By: /s/ Jonathan Parrella
   ----------------------------                      ---------------------------
        Cy E. Hammond                                    Jonathan Parrella
        Treasurer                                        President


                                                                       Exhibit A

                            RESELLER'S MARKETING PLAN


                                                                       Exhibit B


The Royalty is payable in U.S.A.  dollars.  The monthly Royalty amounts, per End
User, are as follows:

1.   Residential  Subscribers.  The monthly Royalty amount for each  residential
     End User is:


2.   Small Business or Government Entity Subscribers. The monthly Royalty amount
     for each End User of a Small  Business or Government  Entity  Subscriber is
     based on the  number of End Users  within  the  applicable  Subscriber,  as
     provided  in  the  table  below.   Small  Business  or  Government   Entity
     Subscribers  with under five End Users shall be treated as if they had five
     End Users,  with a Royalty  that is five times the amount  specified in the

     Number of End Users Within Subscriber                   Royalty
     -------------------------------------                   --------
                   5 - 9                                      $3.00
                  10 - 24                                     $2.85
                  25 - 49                                     $2.70
                50 or above                                   $2.40

                Road Warrior                                + $3.00

3.   Road Warrior.  "Road Warrior"  refers to a version of the Service used with
     mobile  computers that at times may be connected to the Internet  through a
     local  area  network  (LAN),  and at other  times may be  connected  to the
     Internet on a standalone  basis. The monthly Royalty for a Road Warrior End
     User is the sum of (a) the applicable  ordinary  royalty  amount  described
     above plus (b) the applicable Road Warrior amount described above.


                                                                       Exhibit C

                                 LEVEL 1 SUPPORT

The  purpose  of Level 1 Support is to assist  Subscribers  and End Users in the
basic  installation and usage of the Service.  This includes  answering  general
questions to help  Subscribers and End Users  understand what the Service is and
how it provides a benefit to them.  Level 1 Support is responsible for assisting
Subscribers and End Users with the items listed below.  This list may be refined
as experience is gained and the Service evolves over time.

1.   Establishing  an  Internet   connection   (typically  via  Windows  Dial-Up
     Networking),  launching  a Web  browser and surfing to various Web sites on
     the Internet.

2.   Assisting in  downloading  the  Service's  End User  software,  running the
     Service's setup program,  installing the Service software on the End User's
     PC and, if necessary, surfing to the Service's Web site.

3.   Launching  and running the Service,  including  answering  basic  questions
     about the  system  configuration  needed for  running  the  Service  (i.e.,
     Windows  version,  memory,  hard disk space) as documented on the Service's
     Web site.

4.   Answering basic questions  about  navigating  within the Service's End User

5.   Showing  Subscribers  and End Users how to know if the  Service is working.
     This includes pointing out the Network View, Activity View and SpeedBar.

6.   Confirming that the browser is actually forwarding its requests to the Data
     Center, by reviewing the Activity View and the browser's proxy settings.

7.   Assisting  an End  User  who  uses a  dialer  other  than  Windows  Dial-Up
     Networking  (e.g.,  Juno or  NetZero)  or who  uses a  browser  other  than
     Internet Explorer  (requiring  telling the End User how manually to set the
     browser's proxy settings).

8.   Verifying  that the  Subscriber  or End User has a Data  Center  connection

9.   Assisting in uninstalling the Service.

10.  Explaining  the  Service's  Firewall  and  how  to  disable  it if  desired
     (including  explaining the  ramifications  of disabling  it).  Assisting in
     opening additional ports in the Service's  Firewall.  The Subscriber or End
     User should be told that they should not run the  Service's  Firewall  with
     any other firewall.

11.  Assisting in adding sites into the  Service's  Site Blocking list and/or Ad
     Blocking  list.  Explaining  how Ad Blocking  removes ads and replaces them
     with "place holder"  graphics,  but that this can result in what appears to
     be "missing"  elements on the page.  Explaining how to turn off Ad Blocking
     if desired  (including  explaining that this will reduce the speed benefits
     of the Service).

12.  Explaining  how to change  the  image  quality  within  the  Service.  This
     includes  explaining  how to refresh the page once  quality has been set to
     "Best  Quality."  The  Subscriber  or End User should be informed of how to
     revert back to "Best Speed" image  quality  setting and that if they do not
     revert  back to "Best  Speed," the speed  benefits  of the Service  will be

13.  Explaining  what a cache is,  and how to adjust  its  settings  within  the

14.  Explaining  what  settings in the  browser are changed  when the Service is
     running (including proxy settings,  the number of requests the browser will
     issue at one time and disablement of the browser's  cache).  The Subscriber
     or End User  should be told that when the  Service  is not  running,  or is
     uninstalled,  these  settings  in the  browser  are  changed  back to their
     original values.

15.  Answering  questions about obtaining  (i.e.,  downloading)  Service product
     updates and installing them.