Value Added Reseller

Term and Conditions GRAVITY® Value Added Reseller Agreement

These Terms and Conditions together with the Reseller Purchase Order Form (the “PO Form”)  constitute the “VAR Agmt” between Tether Technologies, Inc., (“Tether Tech”) and the party signing and submitting the PO Form and/or SC Form (“Reseller”). Tether Tech and Reseller are sometimes referred to collectively as the “Parties” and individually as a “Party”.

Tether Tech develops and markets an electronic key tether device, or ektTM that is designed to prevent the loss of master keys. Reseller has requested and Tether Tech has agreed to permit Reseller to become an ektTMVAR Program participant, that is permitted to resell the ektTM product and key rings (“Product”), subject to Reseller’s compliance with these terms.

The Parties mutually agree as follows.

I.RELATIONSHIP OF THE PARTIES
1.1Appointment. In accordance with the provisions of this VAR Agmt, Tether Tech hereby appoints Reseller and Reseller hereby accepts Tether Tech’s appointment as an independent, non-exclusive reseller of the Products in the Territory during the Term. In furtherance of such appointment and in accordance with the provisions of this VAR Agmt, Tether Tech grants Reseller the right to use its product information and documentation for the Term of this VAR Agmt for training its internal staff and for training and supporting the Product.
1.2No Exclusivity. Reseller’s appointment and the rights granted hereunder are non-exclusive. Without limitation, Tether Tech, at its sole discretion, may appoint other entities or persons to sublicense, resell or use the Products in the Territory or elsewhere at any time, including during the Term.
1.3Disparagement. Reseller will not in any way, directly or indirectly, disparage Tether Tech or any of its Products.
1.4Term. The“Term” of this VAR Agmt is 90 days and will automatically renew for successive 90 day Terms unless terminated by written notice given by either party at least30 days before the end of the applicable 90-dayTerm. Not with standing the forgoing, this VAR Agmt will terminate if and when there are more than180 consecutive days of “Inactivity” (no Online Orders placed or PO Forms submitted by Reseller).
1.5No Other Rights upon Termination. Reseller will not be entitled to (a) any compensation, damages or payments of any kind on account of any loss by Reseller or any third party of present or prospective profits, anticipated sales or goodwill attributable to any termination of this VAR Agmt, or (b) any reimbursement in any amount for any training, advertising, market development, investments, leases or other costs expended by either party prior to such termination, regardless of the reason for or method of the termination. Reseller hereby waives its rights under applicable laws, rules and regulations to any such compensation, damages, payments or reimbursement.
II.PROPERTY RIGHTS
2.1Ownership of Property rights. Tether Tech retains all right, title and interest in and to all copyrights, trademarks, tradenames, logos,, service marks, trade secrets, patents, patent applications, moral rights, contract rights and all other proprietary rights embodied in the Tether Tech offerings, including, without limitation, any improvements or derivatives of the Tether Tech Products. Except as otherwise expressly provided in this VAR Agmt, Reseller has no right, title or interest in or to any intellectual property relating to the Tether Tech Products and will not (a) modify, adapt, alter, translate or create derivative works from any Tether Tech Product, (b) merge any Product with another product not expressly approved in writing by Tether Tech or (c) copy, reproduce, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the design of any Tether Tech Product, except as expressly permitted by applicable law, and then only upon prior written notice to Tether Tech.
2.2Limited License. Tether Tech hereby grants to Reseller a limited, revocable, non-exclusive right to display TetherTech trademarks, logos and product information on Reseller’s website (or similar ecommerce channel) during the Term strictly for the purpose of performing this VAR Agmt. Reseller will comply with all Tether Tech trademark and marketing guidelines. Reseller acknowledges and agrees that its use of Tether Tech’s trademarks and other intellectual property and all goodwill associated there with will inure to the benefit of Tether Tech.
2.3Alteration of products. Reseller will deliver all Products and marketing materials to customers in the condition supplied by Tether Tech. (i.e., with packaging and documentation intact).
III.TRAINING: Tether Tech may, during the initial 90-day Term, provide Reseller with sales and technical training as Tether Tech, in its sole discretion, determines is sufficient to allow Reseller to effectively demonstrate, market, resell and support, as applicable, the Products in the Territory.
IV.PRODUCT COMMISSIONS AND DISCOUNTS
4.1Commissions. For Online Orders (net of returns) purchased by Reseller or Reseller’s customers on StopKeyLoss.com (TetherTech’s “Website”), Tether Tech will pay a commission to Reseller. The commission amount is calculated as set forth in the DC Formand paid quarterly. For a commission to be paid, a valid discount code must be entered into the Online Order form. Product purchases using the PO Form are not eligible for commission.
4.2Discount. For Bulk Orders purchased by Reseller via the PO Form, Reseller will receive a discount from Tether Tech’s then current list pricesas shown on the PO Form (exclusive of shipping and taxes).
4.3Change to Commission or Discount. Tether Tech may change the commission schedule or discount applicable to Reseller for any product or category, with such change effective 30 days following notification to Reseller of the change and may add categories or products from time to time by inclusion in Tether Tech’s then current PO Form or Website. For this and other notifications under this VAR Agmt, email to an established contact person of Reseller will be sufficient.
4.4Returns. All PO Form purchases are final and may not be returned to Tether Tech, except for returns pursuant to TetherTech’s warranty policy. Online Orders are subject to Tether Tech’s 30 day return policy for the first three ekts and otherwise cannot be returned, except for returns pursuant to Tether Tech’s warranty policy.
V.PAYMENT TERMS
5.1Online Orders. All fees, taxes and shipping/handling charges will be due and payable by Reseller or Reseller’s Customer by way of a credit card or PayPal at Tether Tech’s online store found at https://www.tethertech.com. Reseller’s earned commissions will be paid by Tether Tech within 15 days after the end of each calendar quarter.
5.2Bulk Order by Invoice. At Reseller’s request, an invoice may be generated for a Bulk Order as set forth in the PO Form. All fees, taxes and shipping and insurance charges will be due and payable by Reseller 50% on order and 50% within 15 days the order is shipped. Shipping will always include insurance for the full retail cost of the Product. Payment by check or EFT is preferred; a 2.9% convenience fee will be added to those orders paid by credit card.
5.3Payments. If either Party fails to make any payment required under this VAR Agmt in a timely manner, a late fee may be charged in an amount equal to the lesser of 1.5% per month or the maximum rate permitted by law on the delinquent amount from the date due until the date actually paid. For Bulk Orders, any failure by Reseller to make a payment here under within 30 days after Tether Tech has notified Reseller in writing that a payment is past due may be treated by Tether Tech, at its discretion, as a material breach of this VAR Agmt.Tether Tech may cancel or postpone any Bulk Order that it has accepted if Reseller fails to make any payment on any invoice or otherwise fails to comply with the terms and conditions of this VAR Agmt.
VI.CUSTOMER SUPPORT: It will be the responsibility of Reseller to handle all pre-sale and post-sale efforts with respect to an Order from its customers. Reseller may utilize Tether Tech as a point of escalation should the need arise. However, it is understood that Reseller will establish and maintain its relationship with its customers and be a line of communication for warranty claims. ekts requiring warranty repair will be sent by the customer or Reseller directly to Tether Tech, per the warranty on Tether Tech’s website.
VIITERRITORY: United States
VIIIGENERAL TERMS AND CONDITIONS
8.1No Assignment. Reseller may not assign its interest in this VAR Agmt without Tether Tech’s consent.
8.2Applicable Law and Jurisdiction. This VAR Agmt will be deemed entered into in King County, Washington and will be governed by and interpreted in accordance with the substantive laws of the State of Washington without giving effect to conflict of law rules. The parties agree that any dispute arising under this VAR Agmt will be resolved exclusively in the state or federal courts within King County and expressly consent to exclusive jurisdiction therein. Each Party agrees that process may be served upon it by certified mail to its address listed above.
8.3Tax Laws and Consequences. Tether Tech will follow and comply with all State and Federal tax laws. Reseller is responsible and fully liable for any tax consequences derived from the receipt of a commission under this VAR Agmt and will indemnify and hold Tether Tech harmless for any lack of compliance with tax obligations related to any commissions received.
8.4Confidential Information: Reseller will (a) protect Tether Tech’s information that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill its obligations under this VAR Agmt; and (c) return this information to Tether Tech promptly when this VAR Agmt terminates. This obligation covers all confidential information regardless of when Reseller receives it.Reseller will not use any trademark, service mark, commercial symbol, or other Tether Tech proprietary right; issue press releases or other publicity relating to Tether Tech or this VAR Agmt; or refer to TetherTech in promotional materials without Tether Tech’s written permission.
8.5Miscellaneous. Tether Tech may with hold and set off any sums Reseller owes to Tether Tech. The party’s rights and remedies under this VAR Agmt are cumulative. Either party’s failure to enforce any provision will not be a waiver of the party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This VAR Agmt constitutes the entire agreement between the parties for the resale of Products, and supersedes all prior agreement and discussions.This VAR Agmt may only be amended by a writing signed by the party against whom enforcement is sought.

(1) Submission by Reseller of the PO Form together with Tether Tech’s acceptance of payment,or (2) use of Reseller’s discount code in an Online Order and subsequent fulfillment by Tether Tech, constitute binding acceptance of this VAR Agmt.