Reseller Agreement


RESELLER AGREEMENT

This Partner Agreement (hereinafter “the Agreement”) is entered into by and between the following parties:

Strategic Vision, Inc. (hereinafter “SVI”) having its physical place of business at 528 Aurora St. Stedman, NC 28391, and [] (hereinafter “Partner”), collectively referred to as the “Parties.”

I. RECITALS

1.01     Whereas SVI has developed, owns, markets, licenses, has engaged in the design, manufacture, sale and servicing of OSHA Training Materials, training courses and systems, and other printed products which are described on SVI’s website at SCORMSTORE.COM describing its products/services (the “Products”).

1.02     And whereas SVI and Partner desire to enter into this Agreement upon the following terms and conditions whereby Partner will have a non-exclusive right to sell, market and distribute its Products on SVI’s SCORMSTORE.COM website and to make such Products available on SVI’s SCORMSTORE.COM website.

NOW THEREFORE in consideration of the mutual promises and agreements contained in this Agreement, and other good and valuable consideration, the Parties agree as follows:

II. RIGHTS AND OBLIGATIONS

2.01     Partner shall have the non-exclusive, non-transferable and revocable right to sell and market its Products on the SCORMSTORE.COM website, subject to the terms and conditions of this Agreement and subject to SVI’s Terms of Use and Software License Agreement which authorizes Partner to list its Products for sale on SVI’s SCORMSTORE website.

2.02     Partner shall not sell, directly or indirectly or deliver any Product to any country where a delivery of such Product would be prohibited by any applicable laws or regulations.

2.03     Partner shall use commercially reasonable efforts to sell, distribute and market its Products on the SCORMSTORE.COM website. Partner shall conduct its business activities in connection with the sale, distribution and marketing of its Products in a manner that will not harm or damage the reputation of SVI or its Products and Partner will ensure its compliance with SVI’s Terms of Use and Software License Agreement.

2.04     Sales proceeds will be held in an account with SVI (a “Payment Accounting”) and will represent an unsecured claim against SVI payments. Sales proceeds are not insured by the Federal Deposit Insurance Corporation (“FDIC”). Prior to disbursing funds to Partner, SVI upon receiving payments on behalf of Partner may combine sales proceeds held with the funds of other users of the service, invest them or use them for other purposes permitted by applicable laws. Partner will not receive interest or any other earnings on any sales proceeds to the extent required by applicable laws, SVI will not use any funds held on behalf of Partner for its corporate purposes; neither shall SVI voluntary make their funds available to its creditors in the event of bankruptcy or for any other purpose and it will not knowingly permit its creditors to attach any such funds.

2.05     If there is no activity (as determined by us) in connection with your payment account for the period of time set forth in applicable unclaimed property laws and we hold sales proceeds on your behalf, we will notify you by means designated by us and provide you with the option of keeping your payment account open and maintain the funds in your payment account. If you do not respond to our notices (“Notices”) within the time period we specify, we will send funds to your payment account to your state of residency, as determined by us based on the information in your payment account. If we are unable to determine your state of residency or your payment account is associated with a foreign country, your funds may be sent to the state of Delaware.

2.06     As compensation to SVI for use of its website by Partner for the purposes herein set out, it shall on a monthly basis compute all sales made by Partner in its SCORMSTORE.COM website and SVI shall retain 25% of all sales made on behalf of Partner as its fee for maintenance of the website and other services provided herein and 75% shall be paid to Partner as Seller.

2.07     Partner shall be responsible for all of its own expenses and employees in association with the sale, distribution and marketing of its Products. Partner shall at its sole expense, hire and train all employees and/or independent contractors, consultants and salespersons that it may require to carry out its obligations under this Agreement, and Partner hereby agrees that it will not incur any expense that is attributable to SVI, save and except any expenses that may be agreed to by SVI and Partner in writing.

2.08     Partner shall have the right to create and distribute any and all promotional materials for its Products, provided that such promotional materials will be approved by SVI.

2.09     Partner hereby agrees that SVI shall retain all right and title to any copyrights, trademarks, or other intellectual property contained in the material provided to Partner as it relates to SCORMSTORE.

III. TERMS AND CONDITIONS

3.01     SVI and Partner hereby agree that Partner shall require its customers to submit to Partner a purchase order for all Products ordered by third parties from Partner.

3.02     Partner hereby agrees that any purchase orders submitted by one of its customers shall be a confirmation of the Partner to the terms and conditions contained in this Agreement, its Terms of Use and Software License Agreement.

3.03     For sales where a seller lists goods at a fixed price (“Fixed Price Sales”) the Partner is obligated to sell the goods at the listed price to buyers who meet the seller’s terms by listing an item at a fixed price Partner represents and warrant to prospective buyers that it has the right and the ability to sell and that the listing is accurate, current and complete and is not misleading or otherwise deceptive.

3.04     Fixed Price Sales. Seller shall determine the purchase price for each item that Partner listed on the website via and subject to SVI’s standard functionality for listing the purchase price, provided that seller must abide by the same procedures and guidelines of SVI with respect to pricing, if any.

3.05     By entering into this Partner Agreement to post and list Fixed Price Sales, Partner agreed to complete the transaction as described by this agreement. Partner acknowledges that by not fulfilling these obligations, its action or inaction may be illegally actionable.

3.06     Partner, as a seller, agrees and understands that it is its responsibility to determine whether or not sellers taxes applies to the transaction and to collect, report or remit the correct seller’s taxes to the appropriate tax authority, SVI is not obligated to determine whether seller taxes apply and is not responsible to collect, report or remit any sales, use or similar taxes arising from any transaction.

3.07     Returns and Refunds. For all of Partner’s products that are not fulfilled using the SCORMSTORE.COM website, Partner will accept and process returns, refunds or any adjustment in accordance with this agreement.

3.08     SVI and Partner hereby agree that any additional terms or conditions contained in any purchase order, or other communication between the Parties hereto, shall not be binding on either party unless such additional terms and conditions are accepted in writing by each party.

3.09     SVI and Partner hereby agree that any purchase orders placed by Partner for the Product shall not be binding on either party, until such time as the purchase order is accepted by SVI.