RESELLER AGREEMENT

THIS AGREEMENT is made on

BETWEEN:

I. Ethan Chan of FLASHDU IT SOLUTION ("Company")
II. Reseller of Reseller ("Reseller")

WHEREAS:

  1. Company wishes to expand its sales network for the Service.
  2. Company and Reseller have agreed that with a view to improving the availability of the Service, Company shall appoint Reseller to sell the Service on the terms set out below.

IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

1.1In this Agreement, the following expression shall have the following meanings: “Brand Guidelines” – guidelines regarding use of the Marks set out at http://flashdu.wix.com/privacy-policy as may be updated by Company from time to time on at least 30 days’ written notice to Reseller.

“Reseller” – an entity appointed by Company to promote sales of Service by appointing Resellers.

“Distributor Agreement” – the agreement entered into between Reseller and the Distributor.

“Enabled Device” a terminal or other device enabled to use the Service.

“End-User” – an end-user of the Service who has entered into an End-User Agreement.

“End-User Agreement” – Company’s Standard EULA located on the Website at http://flashdu.wix.com/eula as may be updated by Company from time to time on at least 30 days’ written notice to Reseller.

“Initial EBI License” – the fixed period initial EBI License issued to an End-User.

“Intellectual Property Rights” – all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.

“Marks” – the trademarks of Company from time to time, whether used individually or collectively and whether registered or unregistered.

“Pre-Sales Support” – provision of the Flashdu Pre-sales support services as detailed at http://flashdu.wix.com/privacy-policy. “Price List” – the price list for the issue of an Initial EBI Licence as set out at http://flashdu.wix.com/pricing and as may be amended from time to time by Company on at least 30 days’ written notice to Reseller.

“Renewal EBI Licence” – any extension to the EBI Licence issued to an End-User to take effect at the end of the Initial EBI Licence or any previous Renewal EBI Licence.

“Server” – the server(s) on which EBI is hosted by Company.

“Service” – provision of the EBI services accessible through https://etgw.automanage.biz/RDWeb using an EBI Licence.

“EBI Licence” means a unique 16-character licence allocated to a single Enabled Device allowing use of the Service for the period purchased.

“Start Date” –

“Tariff” – the price for the issue of an Initial EBI Licence which is based on the Price List minus the discount percentage set out in the Schedule.

“Territory” – worldwide (subject to Clause 2.3).

“Website” – www.flashdu.net

2. Appointment

2.1 Subject to Clause 2.2 below, Company appoints Reseller on a non-exclusive basis to resell the Service in the Territory and Reseller accepts such appointment.

2.2 Company hereby grants to Reseller a non-exclusive licence, subject to and in accordance with the terms and conditions hereinafter contained:-

2.2.1 To use the website after the date hereof in order to demonstrate the Service to potential End-Users; and 2.2.2 To distribute Initial EBI Licences to potential End-Users.

2.3 Company reserves the right to review and alter the Territory by giving Reseller at least 90 days’ prior written notice.

3. Duration

This Agreement shall commerce on the Start Date and, subject to Clause 10, continue on force for 12 months and thereafter until terminated by either party giving to the other not less than 90 days’ notice in writing (any such notice not to expire before the first anniversary of the Start Date)

4. Reseller's Obligations

4.1 Reseller hereby undertakes with Company that throughout the course of this Agreement it will:-

4.1.1 Use it best endeavours at its own expenses to promote and extend sales of Service;

4.1.2 Bring to the attention of its potential End-User before they are contractually bound to purchase the Service the terms of the End-User Agreement;

4.1.3 Offer an effective and high-quality after-sales support service in relation to the Service;

4.1.4 Transmit detailed reports of all complaints received from End-User in respect of the Service to Company;

4.1.5 Obtain all necessary governmental and other regulatory consents necessary for import and export purposes and comply with all laws and regulations relating to its activities hereunder and to keep Company informed of nay changes in such laws or regulations with might affect the supply of the Service in the Territory;

4.1.6 Indemnify Company fully and hold Company harmless in respect of any liabilities, losses, costs, or other expenditure resulting directly or indirectly from any breach of this Agreement by Reseller or any claim by any third party against Company arising from Reseller’s acts or omissions or any loss or damage suffered by Reseller as a result of the acts or omissions of any End-User;

4.1.7 Not without the prior written consent of Company to bind or purport to bind Company by statement oral or written or by contract except as specifically instructed and not in the course of selling the Service or thereafter to make any representation or give any warranty other than any authorised in writing by Company’s prior written consent;

4.1.8 Follow the Brand Guidelines;

4.1.9 Do nothing which would in any way adversely affect Company’s rights in its Marks or the reputation or business of Company;

4.1.10 Do all such things as Company may require to protect Company’s interested at Company’s expense;

4.1.11 Use its best endeavours to remedy any problems with the Service reported by End-Users;

4.1.12 Ensure that its relevant employees and representatives are adequately trained and have sufficient expertise to be able to demonstrate the Service and provide support to End-Users; and

4.1.13 Provide any training and instruction needed by its End-Users in a professional and competent manner.

5. Price and Payment

5.1 Reseller will notify Company of any EBI Licences it wished to issue and Company will invoice it accordingly based on the then current tariff and the monies due in respect thereof shall be paid by Reseller in accordance with the Schedule.

5.2 Reseller will defray all expenses of any incidental to the marketing of Service.

5.3 Renewal EBI Licences will be sold by the Reseller to End-Users at the Tariff in accordance with the Schedule.

6. Orders and Pre-Sales Support

6.1 Company reserves the right to refuse orders placed by the Reseller.

6.2 Company will at its own cost make available the Pre-Sales Support to Reseller.

7. Limitation of Liability

7.1 Company will have no liability to Reseller for any loss or profit, revenue, data or goodwill or for any liability of Reseller to End-Users or any other third party.

7.2 Company is not liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by Reseller or for any wasted management time, failure to make anticipated savings or liability of Reseller to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

7.3 Company is not liable for any interruptions to the Service arising directly or indirectly from:

7.3.1 Interruptions to the flow of data to or from the website and other portions of the internet;

7.3.2 Changes to the website or server hosting it (including the implementation of any necessary upgrades and operating system patches) and other housekeeping tasks which need to be made;

7.3.3 The effects of the failure or interruption of services provided by third parties;

7.3.4 Any actions or omissions of Reseller (including, without limitation breach of Reseller’s obligations set out in this Agreement) or any third parties’ or

7.3.5 Issues with Reseller’s or any End-User’s equipment and /or third party equipment

7.4 Without prejudice to Clause 7.7, no matter how much many claims are made and whatever the basis of such claims, Company’s maximum aggregate liability to Reseller under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by clauses 7.1-7.3 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the sum paid by Reseller to Company pursuant hereto during the 12 month period prior to such claim.

7.5 Reseller agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the terms of this Agreement take into account the limitations and exclusions in Clause 7-9 and that Reseller will effect such insurance as is suitable having regard to its particular circumstances and the terms of this Agreement.

7.6 Whilst Company makes all reasonable attempts to exclude viruses from the Website and the Service, it cannot ensure such exclusion and no liability is accepted for viruses.

7.7 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Company or its appointed agents.

8.Intellectual Property Rights

8.1 Reseller acknowledges that it obtains not Intellectual Property Right whatsoever in the website or the Service or any part thereof or in any documents, drawing, charts, data, computer programs by virtue of this Agreement.

8.2 Reseller will notify Company of any claim with may be made against Company alleging that the Service or any part thereof infringes the Intellectual Property Right of a third party as soon as it becomes aware of any such actual or potential claim.

8.3 Reseller shall immediately bring to the attention of the Company any infringement or suspected infringement by any third party of any of the Intellectual Property Rights in the Service or any part thereof of which it is aware and shall at the request and expense of the Company take such action or assist Company in taking such action as the Company may deem appropriate to protect such Intellectual Property Rights.

8.4In the event of any actual Intellectual Property Right infringements by the Service, Reseller’s only remedy and Company’s only liability will be, at Company’s choice, either a refund or any monies paid by Reseller to Company ‘respect of End-Users affected by such infringement or the replacement of such Service with equivalent non-defective or non-offending products.

8.5Company hereby grants Reseller the right to use the Marks on all literature, advertising, promotion material, publications or any other communications used or developed by Reseller and which refer to the Service in accordance with the Brand Guidelines.

9. Warranties

9.1The Service is supplied on an ‘as is’ basis and neither the Service no the Website has been developed to meet the individual requirements or Reseller of End-Users. Company makes no warranty or representation that the Service will be suitable for the requirements of Reseller or End-Users or their customers and Reseller shall not be entitled to make any claim against Company in respect thereof.

9.2Save as expressly stated in this Agreement, all conditions and warranties whether express or implied, statutory or otherwise, which relate to the condition or fitness for any purpose of the Service or any part thereof or to the care or skill with which the Service or any part thereof has or should have been (or, as the case may be, will or ought to be) prepared are hereby expressly excluded.

9.3Reseller hereby warrants that it has neither relied upon no been induced to enter into this Agreement by any prior representations whether oral or written except as expressly contained in this Agreement and Reseller hereby waives any Claim for breach of any such representations which are not so contained.

10. Termination

10.1Either party may terminate this Agreement immediately by written notice to the other party in the event that the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

10.2Company may terminate this Agreement immediately by written notice to Reseller in the event that Reseller fails to pay any amount due to Company hereunder within 30 days of its due date or breaches any term of this Agreement and such breach is incapable of remedy or continues for a period of 14 days after notice requiring the same to be remedied has been given by Company to Reseller.

10.3Company may terminate this Agreement forthwith if Reseller infringes or threatens to infringe any Mark or other Intellectual Property Right of Company.

10.4Reseller undertakes to use it best endeavours without charge to Company to ensure smooth transition of payment arrangements regarding End-Users from Reseller to Company in the event of termination and to provide all necessary assistance and information to Company in this regard.

10.5On termination of this Agreement for any reason, Reseller will be entitled to fulfil all existing orders outstanding at the date of termination.

10.6In the event of termination of this Agreement, each party shall promptly return to the other party all materials in its possession or control which belong to the other party except to the extent necessary to enable either party to fulfil its continuing obligations.

11. Inspection

Reseller agrees to permit representatives of Company upon reasonable notice and during normal business hours to enter Reseller’s premises in order to confirm Reseller’s compliance with the terms hereof including without limitation the terms of Clause 4.

12. Relationship and Distributors

12.1Nothing contained in this Agreement shall be deemed to constitute the relationship of partners nor of principal and agent as between Company and Reseller or any or its agents or representatives and Reseller shall not hold itself out and shall procure that its employees, agents and representatives do not hold themselves out or allow their employees to hold themselves out as agents of Company or do anything which might cause Reseller, its agents, representatives or contractors to be taken by third parties as acting as an agent or agents of Company.

12.2At any time, Company may give notice to Reseller that all future purchases of the Service be made through as Distributor appointed by Company.

13. General

13.1Subject to Clause 13.2 this written Agreement together with the Schedule hereto, constitutes that entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. It is further agreed that this Agreement supersedes any previous agreement or proposal and any other representation or matter relating to the Service or any other matter referred to herein. Nothing in this Clause 13.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court of arbitrator may allow reliance on the same as being fair and re3asonable.

13.2No change, alteration or modification to this Agreement shall be valid unless in writing and signed by duly authorised representatives of both parties.

13.3If any provision of this Agreement of part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

13.4The rights and obligations of Reseller under this Agreement are personal to Reseller and Reseller undertakes that it shall not, without the prior written consent of Company, assign, lease, charge, sub-license, or otherwise transfer such right and obligations in whole or in part.

13.5Company reserves the right to sub-contract any of the work required to fulfil its obligations under this Agreement.

13.6Any notice to be given hereunder shall be sent by email to the address of the other party set out in this Agreement (or such other address as may have been subsequently notified) and any such communication shall be deemed to have been served at 6pm (Malaysia time) on the next working day in the jurisdiction where the recipient is located.

13.7Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-nation authority.

13.8Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

13.9Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

13.10All disputes or differences which hall at any time hereafter arise between the parties in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (1 ‘Relevant Event’) shall be referred to such independent third party (the ‘Third Party”) as the parties shall jointly nominate.

13.11No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.

14. Non-Disclosure Agreement (NDA)

14.1In consideration of the disclosure of Proprietary Information by the Company, the Reseller hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Reseller employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Company, and (iv) not to copy or reverse engineer any such Proprietary Information. The Reseller shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.

14.2Without granting any right or license, the Company agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Reseller can document (i) is or becomes (through no improper action or inaction by the Reseller or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by its prior to receipt from the Company as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Company. The Reseller may make disclosures required by law or court order provided the Reseller uses diligent reasonable efforts to limit disclosure and has allowed the Company to seek a protective order.

14.3Immediately upon the written request by the Company at any time, the Reseller will return to the Company all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

14.4The Reseller understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Company to proceed with any transaction or relationship.

14.5The Reseller further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Company, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Reseller or its advisers; it is responsible for making its own evaluation of such Proprietary Information.

14.6The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

14.7This Agreement shall be governed by the laws of the jurisdiction in which the Company is located (or if the Company is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.

IN WITNESSS WHEREOF the parties by their duly authorised representatives have executed this Agreement as of the date first above written.