Reseller Agreement

WiderNet Reseller Agreement

The purpose of this reseller agreement is to establish the process of partnership with the WiderNet Project by individuals in the field.  This agreement serves to define the requirements of partnership and enumerate the duties expected of individuals seeking involvement as field associates (resellers?) with the WiderNet Project.

Signing of this agreement is a requirement to obtain the designation of a registered field associate.

Or, for the more official intro...

This reseller agreement is entered into between you (the reseller) and the WiderNet Project, concerning the reselling of WiderNet Project software, hardware, and the eGranary Digital Library.  http://nexthaus.com/agreement.html
 

Definitions
"Field Associate" means any person acting under the designation of registered or certified by the WiderNet Project.  Field associates work in areas where the WiderNet Project is implementing its projects.
"License Agreement"

"Territory" is defined later in the agreement (add section number when it's developed further)
 

NONEXCLUSIVE AGREEMENT

Reseller agrees to resell the eGranary Digital Library and other WiderNet Project technology to end users in accordance with the terms of this Agreement and the License Agreement. This Agreement is not exclusive to Reseller, and the WiderNet Project reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the eGranary Digital Library and other technology anywhere in the world.  http://nexthaus.com/agreement.html\\

Reseller Distinction
WiderNet Resellers may be designated as registered, certified, or as third party resellers.  The obligations and privileges outlined in this reseller agreement apply to all resellers.  Regestered and certified field associates are required to sign a supplemental agreement outlining their duties and the expanded privileges they are granted under their status.

Reseller Requirements


 

Reseller Restrictions
This portion of the reseller agreement outlines limitations on actions resellers may take.
 

Alteration

Reseller shall not, and shall ensure that other third parties shall not (info) modify, adapt, alter, translate, copy, perform and display (publicly or otherwise) or create derivative works based on the eGranary Digital Library; (ii) merge or bundle the eGranary Digital Library with other software; (iii) sublicense, lease, rent, or loan the eGranary Digital Library; (iv) except as expressly permitted under Section 2(b), transfer the Licensed Software to any third party; (v) provide the use of the eGranary Digital Library in any service bureau, rental or time-sharing arrangement; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the eGranary Digital Library (except as expressly permitted pursuant to Section 2(f)); or (vii) remove, modify or obscure any identification or proprietary or restrictive rights markings or notices from the eGranary Digital Library or any component thereof. (http://www.linspire.com/reseller_license.php).  Reseller shall distribute the eGranary Digital Library in the form shipped by Licensor, unopened, unmodified and with the License Agreement, User Documentation, packaging, and/or other items intact. (http://www.linspire.com/reseller_license.php)

Duplication
Duplication of the eGranary Digital Library by field associates is strictly prohibited.  Copying of the eGranary Digital Library by any actor (agent?) other than the WiderNet Project violates the copyright of the material included within the eGranary Digital Library and violates the WiderNet Project's contract with contributors of content in the eGranary Digital Library.
The only exception to the duplication restriction is that the eGranary Digital Library may be copied for purposes of replacement.  This replacement may take place only if (discuss these conditions with Cliff, software elimination due to problems with their own software is probably a no-no, so what does the replacement allowance apply to?)  The WiderNet Project requires notification in the case of any duplication of the eGranary Digital Library for purposes of replacement.
 

Profits
Field associates are required to sell the eGranary Digital Library solely for the cost set by the WiderNet Project.  The additional charge covering the field associate's contribution to the sale is also set by the WiderNet Project.  The field associate obtains all personal profit from this charge on the eGranary Digital Library purchaser.  
Field associates are prohibited from obtaining any profit from content of the eGranary and are prohibited from selling the content in any way.
 

Representation Restrictions

Resellers are prohibited from representing themselves as employees of the WiderNet Project or the University of Iowa.  Resellers function as independent agents who have partnered with the WiderNet Project to sell and support eGranary Digital Libraries. They are not employees of the WiderNet Project or UNC Chapel Hill.

Logo Usage

Resellers are prohibited from using the WiderNet Project or UNC Chapel Hill logos, copyrights, or trademarks in their marketing, advertising, and other activities. 

Logos available to resellers include the family of eGranary Digital Library logos.

Usage of permitted logos is constrained by the following guidelines:

2.1 You may not frame the logo, or otherwise cause users to display the site in a distorted fashion.

2.2 You may display the Logo only in the form and at the size provided to you. You may not modify or alter the Logo or Code in any way, including size, proportions, colors, elements, type or any other respect. You may not animate, morph or otherwise distort the Logo's perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Logo appears in the screen shot) in any other medium. If The WiderNet Project provides you with a substitute version of the Logo, you shall replace the Logo as soon as reasonably possible.

2.3 The Logo shall be surrounded by a reasonable amount of empty space, and you may not use the Logo in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Logo in a way that suggests that The WiderNet Project endorses or sponsors your site.

2.4 You may not use the Logo in any way that tarnishes, blurs or dilutes the quality of The WiderNet Project's trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Logo on any pages that contain infringing or illegal content.

2.5 You acknowledge The WiderNet Project's sole and exclusive ownership of the Logo and the Code, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Logo. All use of or goodwill associated with the Logo shall inure to The WiderNet Project's benefit. You may not use the Logo or Code in any manner not expressly authorized under this Agreement.

(http://www.pluck.com/site/logo-usage.html)


 

Territory

The Reseller's territory is limited to the country the Reseller agrees to operate within. 

Reseller acknowledges that Reseller is not granted any rights under this Agreement to distribute the eGranary Digital Library outside the Territory. Reseller will not promote, market, or advertise the eGranary Digital Library outside the Territory, or license, distribute or deliver the eGranary Digital Library to any party (including End Users) located outside the Territory, without obtaining prior written consent from Licensor. If Reseller receives from any party located outside the Territory an order to license the eGranary Digital Library, Reseller will not accept such order and will promptly refer such order to Licensor. (http://www.linspire.com/reseller_license.php)

The WiderNet Project will (seek to) release the name of the Reseller to prospective customers within that Reseller's territory.

Territory may vary in accordance with the reseller's status as a registered, certified, or third party reseller.

Reseller Responsibilities

 License Agreements
Resellers are responsible for obtaining and signing a license agreement for each eGranary Digital Library they receive from the WiderNet Project.  The WiderNet Project must receive the signed license agreement from the reseller.

Resellers are responsible for obtaining a signed license agreement from each customer to whom they sell an eGranary Digital Library.  This license agreement must be signed upon the acquisition of the eGranary Digital Library by the customer.  The field associate must keep a copy of this license agreement, give a copy of the same agreement to the customer for their records, and send a final copy to the WiderNet Project.

Marketing

(moved to the distinction between the types of resellers section because third party resellers probably won't be involved in much marketing.  Make sure this is kosher)

CONFIDENTIALITY

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i ) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or received by the receiving party from a third party, which was not subject to similar confidentiality obligations to the disclosing party; or (iii) is independently developed by the receiving party, without breaching the confidentiality obligations of this Agreement.


 

(d) DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, LICENSOR SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (info)  ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.http://www.linspire.com/reseller_license.php