Dealer Agreement

This Agreement (the “Agreement”) is entered by and between SourceTech AB, org. no. 556599-8548, with principle place of business at Markörgatan 6A, 136 44 Handen, Sweden (“SourceTech”), and you or “Dealer”).

  • Overall Scope and Objective

SourceTech own and develop software solutions in the area of business administration. Company market and distribute software- and technical solutions to end-users.

By this Agreement SourceTech undertake to, on the terms and to the extent set forth in this Agreement, sell and deliver the Product to Dealer while Dealer undertakes to, on the terms and to the extent set forth in this Agreement, market, install, deliver and support the Product in relation to end-users.

  • Non-exclusive Appointment

Upon the acceptance of this Agreement by SourceTech, Reseller is hereby appointed a non-exclusive reseller of the Product pursuant to this Agreement. Reseller accepts such appointment and agrees to serve as a reseller of the Product to end-users as provided herein.

Dealer assumes full responsibility for informing and making the end-users (“Customers”) understand that the use of the Product is dependent upon Customers agreeing and adhering to the SourceTech End User License Agreement (EULA) described in Exhibit 2, where applicable, which shall be provided by Dealer to each Customer accordingly.

This Agreement is not exclusive to Dealer and SourceTech reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Product and value added versions thereof anywhere in the world.

  • License

Dealer is hereby authorized to grant Costumers non-exclusive, non-transferable, and non- assignable individual licenses to download, install, and use the product. The Dealers right to sub-license and distribute the Product to Costumers is governed by the terms and limitations of this agreement. Such License shall also be subject to the provisions of all Exhibits, including Exhibit 2, SourceTech End User License Agreement. Dealer may not reproduce or distribute any Product bundled with the Product of any other person or entity.

No rights to source code to the Product is transferred under this license and Dealer shall not have any rights to create any derivative works or make translations of the Product and shall not disassemble, decompile, reverse assemble, reverse compile, recompile or make extracts from such software or attempt to determine the source code or permit others to do so.

No License is granted for any use or reproduction of the Product for which the required Per Copy Royalty has not been paid by Dealer .

  • Ordering and Shipping

The Dealers order for the Product must be via SourceTech administrative system Spectra (sourcetech.se/spectra):

All orders are subject to acceptance by SourceTech. SourceTech will use reasonable efforts to deliver accepted orders within 7 days of receiving order, but SourceTech will not be liable to Dealer or any third party for any delay, error or failure in filling orders.

  • Pricing and Taxes

The Dealers price per license for is set forth in Exhibit 1. All pricing and fees stated above are exclusive of taxes and other fees.

Except for taxes based on SourceTech income, Dealer shall pay any federal, state, local and foreign taxes, fees or duties imposed on the sale, export, use or possession of the Product, including penalties and interest. Dealer will promptly pay to SourceTech an amount equal to any such items actually paid or required to be collected and paid by SourceTech. SourceTech may, in its discretion, change the purchase price upon notice to Dealer and Exhibit 1 shall be deemed amended accordingly.

  • Installation and Hosting

The Dealer shall, unless otherwise agreed, deliver and install the Product to the Costumers servers or, if applicable, to its own servers. Regardless of hosting alternative, the Dealer undertakes to ensure that the Product is installed properly and that the Customer is granted full functionality of the Product.

  • Service and Support

Service and support under this Agreement shall be provided on the terms in the Support & Maintenance Agreement (“the SMA”) agreed by the parties.

The Dealer undertakes to maintain an effective and sufficient service organization during the contract period and, subject Products sold by the Dealer to end-users, without limitation in time.

  • Product Changes

SourceTech has the right to modify, alter, amend or delete portions from the Product at any time at its discretion. Dealer may not alter, merge, modify or adapt the Product in any way including reverse engineering, disassembling or decompiling. Unauthorized reproduction or distribution of the Product, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

  • Intellectual Property

SourceTech retains all ownership rights to all applicable copyrights, trade secrets trademarks, service marks, trade names and other intellectual property rights in the Product. Dealer shall not (i) copy, modify or reproduce the Product or accompanying documentation in any way except as explicit provided herein, (ii) reverse engineer, disassemble, or decompile the Product, (iii) remove, obscure or alter the SourceTech proprietary notices, any accompanying End User License Agreement or other documentation for the Product, (iv) incorporate the Product or part of the Product into any other software or hardware product unless agreed in writing, or (v) private label any Product or any portion thereof or include any other party’s marks or legends on the Product or any portion thereof. Any documentation accompanying the Product shall also be deemed part of the Product and delivered to each end user as a complete Product.

SourceTech grants Dealer a non-exclusive, royalty-free license to use the SourceTech trademarks, service marks, and trade names for the purpose of advertising, promoting, merchandising and marketing of the. Dealer agrees that all such material relating to the Product shall identify SourceTech as the source of the Product. The Dealer shall cease all use of SourceTech marks and names promptly upon the termination or expiration of this Agreement.

  • Personal Data

SourceTech will not store or process personal data from end-users and could not be held liable for such handling.

Notwithstanding what is stated in the Support and Maintenance Agreement paragraph 13 SourceTech might get access to personal data when performing third line support. The Dealer ensures that such processing of personal data, is in conformity with applicable laws and approved by the end-users through necessary consents.

The aforementioned shall also apply to personal data delivered to SourceTech by the Dealer in order to be used in marketing purpose by SourceTech.

  • Limited Warranties

Dealer and its end-user customers alone are responsible for determining if the Product meets their particular needs, for installing the Product software, and for the results obtained.

The Product (including any software) are provided “as is” without warranty. There are no warranties expressed or implied, including, but not limited to implied warranties of merchantability or fitness for a particular purpose and SourceTech expressly disclaims all such warranties as to any Product provided under this agreement. In no event shall SourceTech be responsible for any loss of profit or other commercial damage, including but not limited to any special, indirect or consequential damage, even if SourceTech had been advised of the possibility of such damage. SourceTech’s liability arising out of this Agreement shall in no event exceed the amount of the initial order-amount set forth on the order form for the product. SourceTech reserves the right to change the warranty policy set forth in the limited warranty contained in the End User License Agreement, described in Exhibit 2, at any time without further notice and without liability to Dealer or any other person.

Dealer shall make no representations or warranties on behalf of SourceTech and no representations, warranties, or guarantees to customers with respect to the specifications, features or capabilities of the Product that are inconsistent with the literature distributed by SourceTech, including all warranties and disclaimers contained in such literature.

  • Relationship of the Parties

It is expressly understood and agreed that the relationship between the parties is solely that of “Seller” and “Dealer “. Dealer is not, and shall not be, a partner, agent, representative or joint venture of SourceTech. Dealer has no authority to assume or create any obligation for or on behalf of SourceTech, express or implied with respect to the Product or otherwise.

  • Term and Termination

This Agreement shall commence on the Effective Date set forth above and shall continue until further notice. The Agreement may be terminated by either party by giving the other party at least 6 months written notice. Termination of this Agreement shall have no effect of the validity and terms of the SMA.

This Agreement may be terminated by SourceTech if Dealer does not pay amounts invoiced within 30 days when due. Either party may terminate this Agreement:

(a) upon not less than 30 (thirty) days’ prior written notice in the event of a material breach of this Agreement by the other party and the failure of such other party to cure such breach within an additional 30 (thirty) day period;

(b) a receiver is appointed for the other party or its property;

(c) the other party makes, or attempts to make, an assignment for the benefit of its creditors;

(d) any proceedings are commenced by or for the other party under any bankruptcy, insolvency, or debtor’s relief law; or

(e) the other party liquidates or dissolves or attempts to liquidate or dissolve.

The expiration or termination of this Agreement, for whatever reason, will not discharge or relieve either party from any obligation which accrued prior to such expiration or termination, will not relieve any party that has breached this Agreement from liability for damages resulting from such breach, and will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue effect on or after expiration or termination hereof.

  1.  Post-Termination Actions

Upon expiration or termination of this Agreement for any reason, the parties shall have the following rights and obligations:

The due date of all outstanding invoices for the Product shall automatically accelerate so that they become due and payable on the effective date of termination, even if longer terms had been previously provided. All orders or portions thereof remaining unshipped as of the effective date of termination shall automatically be cancelled, provided that SourceTech shall furnish Product in accordance with any of Reseller orders outstanding to its customers prior to the date of notification of such termination that do not call for delivery of Product beyond sixty (60) days from the date of such notification. Provided Reseller is not in material breach of this Agreement, Reseller shall have the right to use SourceTech trade names, trademarks and service marks to promote inventory of Product after the expiration or termination of this Agreement; provided, however, such right shall continue only so long as Dealer is actively attempting to sell Product remaining in its inventory following termination of this Agreement (which period shall not in any event exceed 180 days).

  •  General Provisions

This agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein. In the case of conflict between this Agreement and Dealer purchase orders issued for the Product, the terms of this Agreement shall prevail.

The Dealer and SourceTech agree that this Agreement and the Product including all information related to the Product that is disclosed to the Dealer as a result of this Agreement,

(i) constitutes the proprietary and confidential information of SourceTech;

(ii) shall be used by the Dealer only as required to exercise the rights granted under this Agreement; and

(iii) shall be held in confidence and shall not be made available in any form to any person or entity other than Dealer, without the express written consent of SourceTech.

SourceTech agrees that the Dealer shall be permitted to disclose relevant aspects of the Product and related information about SourceTech to its customers, but solely to the extent that such disclosure is directly related to the customers use of the Product and provided that the Dealer shall take all reasonable steps to ensure that the Product is not duplicated in contravention of the Agreement.

This Agreement shall be interpreted under the laws of Sweden without regard to conflicts of law principles.

This Agreement is not assignable by Dealer. Any amendments or waivers of this Agreement must be in writing signed by both parties.

In any action between the parties to enforce any term of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorney’s fees.

Any notice required to be given by either party to the other shall be deemed given if in writing and actually delivered to the party at the address set forth below (including electronic mail).

If any term of this Agreement is held 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.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Any changes or additions has to be made in writing and appended to this Agreement in order to come into force.

  • Contact details SourceTech

The Dealer are responsible to use relevant contact details when contacting SourceTech. The following details should be used:

Matters relating to sales: info@sourcetech.se, +46 8 4080 4100

Matters relating to economy and/or invoicing: invoice@sourcetech.se, +46 8 4080 4100

Matters relating to support of the Product: support@sourcetech.se, +46 8 4080 4100

  • Governing Law

This Agreement shall be construed in accordance with and be governed by the laws of Sweden.

  • Disputes

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

The arbitral tribunal shall be composed of a sole arbitrator.

The place of arbitration shall be Stockholm.

The language to be used in the arbitral proceedings shall be Swedish.

Exhibit 1

DEALER DISCOUNT

The discount is based on SourceTech list prices.
30 % on Software

Exhibit 2

SUPPORT AND MAINTENANCE
Specified in sma

Exhibit 3

 END-USER LICENSE AGREEMENT FOR SOURCETECH’S PRODUCTS

2008-01-01

This End-User License Agreement (“EULA”) for SourceTech’s software (“SOFTWARE PRODUCT”) is a legal agreement between you (either an individual or an entity) and SourceTech AB and its suppliers. You may install the SOFTWARE PRODUCT on the single computer or on the nodes of computer networks for which SourceTech provided the license, as set forth on the applicable license addendum, purchase order, or other documentation.

You agree that your use of the SOFTWARE PRODUCT and acknowledges that you have read this license, understand it, and agree to be bound by its terms and conditions.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

This EULA applies to all products of SourceTech.

  1. GRANT OF LICENSE

YOU MAY NOT:

  • use the SOFTWARE PRODUCT or make copies of it except as permitted in this EULA,
  • translate, reverse engineer, decompile or disassemble the SOFTWARE PRODUCT except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation,
  • rent, lease, assign, or transfer the SOFTWARE PRODUCT or its components to a third party without the written permission of SourceTech,
  • redistribute the SOFTWARE PRODUCT or its components (except for the Examples) or transfer your license to a third party without the written permission of SourceTech.

 

  1. SUPPORT SERVICES

SourceTech may provide you with support services related to the SOFTWARE PRODUCT. Support Services include free downloading of upgrades and technical support by e-mail or phone. Use of Support Services is governed by SourceTech policies and programs described in materials provided by SourceTech. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and is subject to the terms and conditions of this EULA.

Upgrades can be downloaded from SourceTech’s Internet partner site; www.sourcetech.se.

When needed SourceTech will send you an updated LICENSE KEY for any new upgrades.

You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on more than one computer.

 

  1. TERMINATION

This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this EULA. This license will terminate if you fail to comply with any of its terms or conditions. You may terminate it at any time by destroying your copies of the SOFTWARE PRODUCT. You agree, upon termination to destroy all copies of the Product. Without prejudice to any other rights, SourceTech may terminate this EULA if you fail to comply with the terms. The provisions of this EULA that protect the proprietary rights of SourceTech and the LIMITATIONS OF WARRANTIES will continue to be in force even after any termination. Upon termination, SourceTech may also enforce any rights provided by law.

 

  1. COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, text and appended languages incorporated into the SOFTWARE PRODUCT) are the proprietary products of SourceTech and are protected by copyright law. You acquire only the right to use the SOFTWARE PRODUCT and do not acquire any rights of ownership. You acknowledge that the SOFTWARE PRODUCT in source code remains a confidential trade secret of SourceTech. SourceTech may have trademarks, copyrights, or other intellectual property rights covering the SOFTWARE PRODUCT. You are not granted any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein. SourceTech reserves all rights not expressly granted.

 

  1. LIMITATION OF WARRANTIES AND LIABILITY

The SOFTWARE PRODUCT is provided on an “as is” basis, without any other warranties or conditions, express or implied, including, but not limited to, warranties of merchantable quality, satisfactory quality, merchantability or fitness for a particular purpose, or those arising by law, statute, usage of trade, course of dealing or otherwise. the entire risk as to the results and performance of the product is assumed by you. Neither we nor our dealers or suppliers shall have any liability to you or any other person or entity for any indirect, incidental, special, or consequential damages whatsoever, including, but not limited to, loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if we have been advised of the possibility of such damages, or they are foreseeable. We are also not responsible for claims by a third party. Our maximum aggregate liability to you and that of our dealers and suppliers shall not exceed the amount paid by you for the product. The limitations in this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term or a fundamental breach. Some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.