DEFINITIONS

"Magneto Software" refers to Magneto Software, a California company.
"Program" refers to the Magneto Software Reseller Program.
"Products" refers to the Magneto Software products available for resale by the Reseller.
"Reseller" refers to a legally certified reseller of products and a member of the Magneto Software Reseller Program.
"End User" refers to Reseller's customers; that is, the party to whom Reseller resells Products.

TERMS

1. Upon acceptance into the Program, Reseller shall have the right to purchase Products developed by Magneto Software for resale to their End User customers. Reseller may establish at its own discretion the resale price of Products.

2. Reseller shall not purchase Product for Reseller's own use, or for resale to a sister company having the same effect, without express permission of Magneto Software.

3. Upon purchase of Product, Magneto Software shall issue any registration codes necessary to unlock Product for use by End User. Reseller agrees to use each registration code for exactly one copy of Product sold to End User, or as otherwise instructed by Magneto Software. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, or in any way that violates Product's License Agreement, unless otherwise authorized by Magneto Software.

RIGHTS AND OBLIGATIONS OF RESELLER

4. Reseller agrees that End User shall be bound by the terms of the License Agreement accompanying each Product. Reseller shall have no authority to modify in any way the terms of any License Agreement, nor to make any representations or warranties contrary to the License Agreements. Reseller shall make a good-faith effort to ensure that End User is aware of and complies with all License Agreements.

5. Reseller shall be responsible for all End User customer support, technical support, billing, and collection of payments from End User.

6. End Users shall be considered primarily to be the customer of Reseller. Magneto Software will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Magneto Software reserves the right to maintain lists of End Users and contact End User if the need arises.

7. Reseller shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Products or services involving Products.

8. Reseller shall indemnify and hold Magneto Software harmless from and against any and all claims, losses, or damages that may arise from Reseller's marketing, installation, sale, or support of any Product.

9. Reseller shall be authorized to use certain Magneto Software trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials are to be provided by Magneto Software to reseller with the express intent of their use for such purposes. Use of such content shall be subject to Magneto Software's usage policies, which Magneto Software reserves the right to change at any time for any reason. Reseller may also create their own content relating to Products, which Magneto Software shall have the right to prevent Reseller from using if Magneto Software finds it to be objectionable or for any other reason. Magneto Software shall have no ownership rights or any other rights to content independently created by Reseller, except as provided for above.

RIGHTS AND OBLIGATIONS OF MAGNETO SOFTWARE

10. Magneto Software shall extend to Reseller its normal return/credit policy.
Reseller shall be responsible for any and all refunds to be issued to End User.

11. Magneto Software reserves the right to refuse Reseller the right to promote Magneto Software, Products, or any other affiliation with Magneto Software.

12. Magneto Software shall not be responsible for Acts of God, acts by third parties, or other events outside Magneto Software's reasonable control.

13. Nothing in this Agreement shall prohibit Magneto Software from selling Products directly to any customer desired without involvement of or obligation to Reseller.

14. Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, or reproduce Products except as provided for in this Agreement. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of Magneto Software.

15. Reseller agrees that all of Magneto Software's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Magneto Software. Reseller shall act merely as a reseller of Products, and shall gain no rights over Magneto Software or Products.

ACCEPTANCE AND TERMINATION

16. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.

17. Once accepted into the Program, this Agreement between Magneto Software and Reseller shall remain in force until cancelled by either party; Magneto Software may cancel the Agreement at any time for any reason, and Reseller may cancel with no less than forty-five (45) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to Magneto Software. Upon termination Reseller shall lose all rights granted under this Agreement.

18. Both Magneto Software and Reseller agree that this Agreement does not establish an employer-employee relationship between Magneto Software and Reseller. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense. Reseller shall not be construed to be a legal partner of Magneto Software. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

19. This Agreement shall be governed by the laws of the State of California. If any provision is found to be non-binding then the remaining provisions shall remain in force. In case of litigation to resolve issues between the parties, the prevailing party is entitled to compensation for reasonable legal fees. Any actions brought under this Agreement shall be brought before the United States District Court, Northern California district.

20. MAGNETO SOFTWARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MAGNETO SOFTWARE SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS.

21. Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Magneto Software.

22. This Agreement constitutes the entire Agreement and understanding between the parties. No term or provisions of this Agreement may be changed, waived, discharged without written approval of Magneto Software. This Agreement is agreed to by the undersigned parties.

For Magneto Software

Name: Jonathan Mazin
Title: President
Address: 743 Los Robles Avenue, Palo Alto, CA 94306-3160, USA

For Reseller