RESELLER AUTHORIZATION AGREEMENT

This Agreement is between StratusVue (“COMPANY”) and the reseller (“Reseller”) and establishes the terms and
conditions for Resellers participation in the StratusVue Reseller Program (the “Program”). Under the Program, StratusVue will provide marketing and
promotional support to Reseller as specified in this Agreement related to Resellers purchase and license of StratusVue products for resale.

1. Reseller Qualification

1.1 In order to ensure adequate technical and marketing support to end users, eligibility to resell StratusVue products is subject to meeting authorization requirements as described in the Program Materials (the elements and general policies are contained within the reseller portal site).  These Program Materials contain a detailed description of the benefits to a Reseller of as well as the requirements of a Reseller under this program.  Reseller will not sell StratusVue products without arranging for adequate post-sales support.

 2. Relationships

2.1. Reseller is an independent contractor engaged in purchasing StratusVue products for resale to its customers. Reseller is not an agent or legal representative of StratusVue for any purpose, and has no authority to act for, bind or commit StratusVue.

2.2. Reseller has no authority to make any commitment on behalf of StratusVue with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. Reseller has no authority to modify the warranty offered with StratusVue products. Reseller will indemnify StratusVue from liability for any modified warranty or other commitment by Reseller not specifically authorized by StratusVue.

2.3. Reseller will not represent itself in any way that implies Reseller is an agent or branch of StratusVue. Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by StratusVue immediately upon notice from StratusVue.

 3. Term, Limitations, Termination

3.1. The term of this Agreement is twelve (12) months from the date of acceptance by Reseller and StratusVue. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

3.2. StratusVue or Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

3.3. StratusVue may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

3.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.

4. Reseller Programs

4.1. StratusVue Reseller program will contain various participation levels. StratusVue will invite Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by StratusVue as defined in the Program Materials. Reseller may, at its option, participate in such programs during the term of this Agreement. StratusVue reserves the right to terminate or modify such programs at any time at its sole discretion.

4.2. Reseller shall exert best efforts to market StratusVue products, and is able to use promotional materials supplied by StratusVue.

4.3. As defined in the Program Materials, Reseller shall have sufficient technical knowledge of the StratusVue products in general, and will have access to appropriate StratusVue sales and technical training.

4.4. StratusVue does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. StratusVue specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.

4.5. Reseller is expected and encouraged to advertise and promote the sales of StratusVue products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. StratusVue must approve all original materials that use StratusVue name or trademarks (aside from modifying existing StratusVue supplied template materials). StratusVue will assist Reseller in advertising and promoting StratusVue products in accordance with StratusVue policy.

 5. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL StratusVue BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

 6. Use of StratusVue Trademarks

6.1. Reseller acknowledges the following:

6.1.a. StratusVue owns all right, title and interest in the StratusVue names and logotypes.

6.1.b. StratusVue is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.

6.1.c.Reseller will acquire no interest in any such trademarks or tradenames by virtue of this Agreement, its activities under it, or any relationship with StratusVue.

6.2. During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the StratusVue products. Reseller may also use the StratusVue trademarks and trade names to promote and solicit sales or licensing of StratusVue products if done so in strict accordance with StratusVue guidelines. Reseller will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.

6.3. At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the StratusVue and StratusVue names or trademarks or any other combination of words, designs, trademarks or tradenames that would indicate that it is or was a reseller of the StratusVue products.

 7. Product Warranty

7.1. The warranty terms and conditions will be as specified in the StratusVue Standard Terms and Conditions of Sale (EULA).

7.2. StratusVue WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 8. Software

8.1 The software license terms will be specified in StratusVue Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.

 9. Proprietary Information

9.1 StratusVue and Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to StratusVue. Reseller shall not have any right to manufacture StratusVue products.

 10. Export Controls

Regardless of any disclosure made by Reseller to StratusVue or Distributor of an ultimate destination of StratusVue products, Reseller shall not export, either directly or indirectly, any documentation, StratusVue products, or system incorporating such StratusVue products to any locations on the excluded export list. Following are the locations:  None at present.

 11. Compliance with Laws

Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller agrees to indemnify and hold StratusVue harmless for all liability or damages caused by Resellers failure to comply with the terms of this provision.

 12. Government Contract Conditions

In the event that Reseller elects to sell StratusVue products or services to the Government (national, regional or local), Reseller does so solely at its own option and risk, and agrees not to obligate StratusVue as a subcontractor or otherwise to the Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. StratusVue makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

 13. Miscellaneous

Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location submitted during the reseller application (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Massachusetts, Suffolk County law governs this Agreement without consideration to that body of law referred to as “conflicts of laws”. StratusVue and Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation.  Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

REFERRAL AGREEMENT

This agreement (the “Agreement”) is between StratusVue (“StratusVue”) and you, the referral partner (“Affiliate”) and establishes the terms and conditions for participation in the StratusVue Affiliate Program (the “Program”). By completing and submitting this Affiliate application, Affiliate agrees to the following:

 Referrals

During the term of this Agreement, Affiliate agrees to use reasonable commercial efforts to promote and refer sales prospects who may be interested in purchasing StratusVue products and services to StratusVue in accordance with the terms and conditions contained herein. 

 Relationships

Affiliate is an independent contractor, and may only perform hereunder on a strictly non-exclusive basis. Affiliate is not an agent or legal representative of StratusVue for any purpose, and has no authority to act for, bind or commit StratusVue.

 Term, Limitations, Termination

The term of this Agreement is twelve (12) months from the date of application acceptance by Affiliate and StratusVue. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

StratusVue or Affiliate may terminate this Agreement without cause at any time upon thirty (30) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

Affiliate understands and agrees to the following causes for immediate termination:

Affiliate shall not sell, advertise, or engage in pornography, phishing scams, spamming, illegal business practices, or that include any material infringing on National or International Copyright.

Affiliate shall not operate any coupon site in connection with any StratusVue product or offering (either as an Affiliate, or posted on coupon sites), and shall not purchase any adwords, pay-per-click, or other similar marketing tools that include the Affiliate link.

Affiliate may only include the Affiliate link in organic links from Affiliate’s own website, social media accounts, forums, or emails are acceptable.

Affiliate will not promote with any type of mass email spam (newsletters, social posts, etc., using your own registered users are not considered spam)

StratusVue may, from time to time, give Affiliate written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement ten (10) days from the date of the notice unless otherwise specified in the notice.

 Use of StratusVue Trademarks

Affiliate acknowledges the following:

StratusVue owns all right, title and interest in the StratusVue names and logotypes.

StratusVue is the owner of certain other trademarks and trade names used in connection with certain product lines and software.

Affiliate will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with StratusVue.

During the term of this Agreement, Affiliate may indicate to the trade and to the public that it is an authorized affiliate of StratusVue. Affiliate may also use the StratusVue trademarks and trade names to promote StratusVue products if done so in strict accordance with StratusVue guidelines. Affiliate will not adopt or use such trademarks or tradenames, or any confusingly similar word or symbol, as part of its company name or allow such marks or names to be used by others.

At the expiration or termination of this Agreement, Affiliate shall immediately discontinue any use of the StratusVue and StratusVue names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was an authorized affiliate of StratusVue.

 Proprietary Information

StratusVue and Affiliate shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, “due diligence” means the same precaution and standard of care which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to StratusVue. Affiliate shall not have any right to manufacture StratusVue products.

 Warranty Disclaimers

The warranty terms and conditions for the sale of products will be as specified in the StratusVue Standard Terms and Conditions of Sale (EULA).  In no event shall Affiliate make any representation, guarantee or warranty concerning StratusVue or any StratusVue product or service except as expressly authorized in writing by StratusVue.

 EXCEPT AS SPECIFICALLY PROVIDED IN THE EULA, STRATUSVUE MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

 Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL STRATUSVUE BE LIABLE TO AFFILIATE OR ANY OTHER PARTY FOR (I) ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) ANY AGGREGATE DAMAGES IN EXCESS OF ONE THOUSAND DOLLARS, EVEN IF STRATUSVUE HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

 Affiliate Fees

Subject to the restrictions herein, StratusVue agrees to pay Affiliate the applicable percentage (the “Fee”) for all License Fees actually received from each Customer during the first twelve (12) months following execution by Customer of a valid EULA. 

Unless otherwise agreed in writing, the Fee shall be 10% of License Fees actually collected from the applicable Customer in the first 12-months of the EULA.  StratusVue may also provide additional incentives or commissions as part of promotions (details contained within the promotion).  Affiliate may choose to  pass the Fee onto their referred client as a price discount for the first year of service.

 For the purposes of calculating the Fee, the following terms shall apply:

“Customer” means a third party referred by Affiliate to StratusVue in accordance with this Agreement that (a) is not already an existing customer or known  prospect of StratusVue, and (b) enters into a valid EULA within 12-months of the referral by Affiliate.  All referrals will expire after such 12 month period unless otherwise agreed in writing by StratusVue. 

“License Fees” means all license fees net of any sales, use, value added, and other taxes or governmental assessments or withholding, and less any amounts repaid or credited by reason of rejections, defects, or returns (to the extent such amounts are included in such fees).  License Fees shall not include any non-license fees paid by Customers, including but not limited to training, consulting, implementation, hardware, maintenance, professional services, third-party software fees, or any pass-through expenses paid.

Affiliate may refer a prospect via the online referral form, or using the assigned Affiliate’s link code—where a cookie will automatically track the referral and provide credit.  Unless otherwise indicated, the cookie will be valid for 30 days, and must be used in the same browser from the link to retain cookie. 

Affiliate Fees are typically processed and paid within 30 days of the customer payment.

 Affiliate News

By completing and submitting the Affiliate application, Affiliate agrees to receive emails from the StratusVue. These may contain important information about the affiliate program, existing or new products, and promotional ideas.

 Rejection of Affiliate Application

StratusVue reserves the right to reject an Affiliate application for any reason.

 Compliance with Laws

Affiliate agrees to comply with all laws and regulations that are applicable to the business that Affiliate transacts. Affiliate agrees to indemnify and hold StratusVue harmless for all liability or damages caused by Affiliate’s failure to comply with the terms of this provision.

 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of  law provisions.  The sole venue for actions related to this Agreement will be the courts located in Boston, Massachusetts, and both parties consent to the jurisdiction of such courts with respect to any such action. 

This Agreement is the entire agreement and may be amended only by the parties to it in a signed writing. All notices must be sent via certified mail, or by email (if the receiving party acknowledges receipt).  This Agreement and the rights and obligations hereunder are personal to Affiliate, and may not be subcontracted, delegated, assigned or otherwise transferred, in whole or in part, by Affiliate, without StratusVue’s prior written consent.  Any attempt to do otherwise shall be void and of no effect. 

By submitting the Affiliate application, you acknowledge that you have read the foregoing terms and conditions, and that you understand and agree with them.