MetaProducts Resellers

Resellers Program

Receive access to MetaProducts Resellers Program to get the right to resell MetaProducts software in the world by filling in the agreement below.

* Required fields.

1. Contact information

* First Name
* Last Name
* Title
* Phone
  * Fax
* E-Mail Address
  * Company Name
* Site URL
* Address
* City
  * State
* ZIP / Postal Code
  * Country

2. Reseller profile:

 Type of Dealer (Primary)
 Consultant/System Integrator
 Regional Storefront
 Regional Chain
 Other
 Facility
 Home Office
 Suburban Storefront
 Metropoliten Storefront
 Office Space

Can You:

Yes
Demo Metaproducts products?
Demo Metaproducts at your facility?
Follow up on sales leads via telephone within 24 hours?
Deliver Metaproducts products within 24 hours?

3. Which MetaProducts products do you currently sell?

 AutoDialogs
 Disk Watchman
 Inquiry Professional Edition
 Inquiry Standard Edition
 Internet Research Suite
 Links Organizer
 Offline Explorer
 Offline Explorer Enterprise
 Offline Explorer Pro
 Portable Offline Browser
 Startup Organizer

4. Marketing:

 What type of marketing activities does your business perform?
 Seminars
 Tradeshows
 Other 
   Direct Mail
 Print Advertising

5. Agreement:

METAPRODUCTS CORPORATION

ONLINE RESELLER AGREEMENT

This Reseller Agreement ("Agreement") sets forth the terms and conditions on which you ("Reseller") will sell certain products of MetaProducts Corporation. This is a legally binding agreement between the Reseller and MetaProducts Corporation, and by registering as a Reseller, Reseller agrees to be legally bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you complete this Reseller registration process.

ARTICLE 1 - PREMISES OF THIS AGREEMENT

MetaProducts Corporation, who is engaged in the design, development and sale of software products, agrees to sell to Reseller, and Reseller, who is a supplier and marketer of software products, agrees to purchase from software products from MetaProducts Corporation. ("Software Products")

ARTICLE 2 - TERMS AND CONDITIONS OF SALE

2.1 PRICING

The prices charged to, and discounts received by, Reseller for the Software Products will only apply during the Term of this Agreement and commence upon the Effective Date.

All orders for the Software Products placed by Reseller shall be paid in advance by either credit card, check or wire transfer. By placing each order, the Reseller confirms its agreement with and acceptance of all terms and conditions of this Agreement.

2.2 PAYMENT TERMS, OFFSETS, DELIVERY AND SHIPMENT

All payments shall be in United States Dollars. Any credits, allowances, or other amounts payable or creditable to Reseller by MetaProducts Corporation shall be subject to offset for any claims or other amounts owed by Reseller to MetaProducts Corporation pursuant to the provisions of this Agreement or otherwise.

All the Software Products are downloadable from the MetaProducts Corporation Web Site. The Software Products will not be provided in any other format unless specifically agreed to in a separate agreement with MetaProducts Corporation.

All payments sent by check shall be payable in U.S. Dollars and drawn on a U.S. bank. All payments due MetaProducts Corporation under this Agreement are net of any and all expenses that may be incurred by Reseller, including the payment of mailing, shipping and wire transfer fees.

2.3 TERM

The term of this Agreement shall continue until terminated by either Reseller or MetaProducts Corporation. Reseller or MetaProducts Corporation may terminate this Agreement at any time and for any reason upon notice to the other party. The Term shall commence on the Effective Date and expire on the date terminated upon the date the other party receives notice as required herein.

ARTICLE 3 - RESELLER RIGHTS

3.1 GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, and for the Term of this Agreement, MetaProducts Corporation hereby grants to Reseller a personal, non-exclusive, non-assignable license to distribute and sell to end-users the Software Products, sold pursuant to this Agreement and subject to MetaProducts Corporation standard software license terms. (Contained within each Software Products.)

Notwithstanding anything to the contrary contained herein, Reseller shall not sell, directly or indirectly, nor deliver, any Software Product in or to any country where such a sale or delivery by Reseller would be prohibited by virtue of any applicable law, regulation or agency ruling.

3.2 NON-EXCLUSIVITY

Reseller acknowledges that its license to sell the Software Products is non-exclusive. MetaProducts Corporation reserves the right to license or appoint additional sales representatives, value added resellers, distributors or OEMs for the Software Products, and for any other products manufactured or distributed by MetaProducts Corporation, and MetaProducts Corporation reserves the right, at any time, to sell any of the Software Products directly in each case without thereby incurring any commission or other obligation to Reseller of any type or nature.

3.3 INDEPENDENT RESELLER STATUS

Reseller is authorized to sell the Software Products in such manner, at such prices and upon such terms as Reseller shall determine. Reseller shall not be considered an agent or legal representative of MetaProducts Corporation for any purpose, and neither Reseller nor any director, officer, agent or employee of Reseller, shall be, or be considered, an employee or agent of MetaProducts Corporation for any purpose whatsoever. Reseller is not granted and shall not exercise any right or authority to assume or create any obligation or responsibility on behalf of or in the name of MetaProducts Corporation, including without limitation contractual obligations and obligations based on warranties or guarantees.

3.4 OPERATIONS AND EXPENSES

Except as provided herein, the detailed operations of Reseller under this Agreement are subject to the sole control and management of Reseller. Reseller shall be responsible for all its own expenses and employees, as may be required to carry out its obligations under this Agreement. Reseller agrees that it shall incur no expense chargeable to MetaProducts Corporation, except as may be specifically authorized in advance, in writing, and in each case, by MetaProducts Corporation.

3.5 PROMOTIONAL MATERIALS AND PRODUCT MANUALS

Subject to MetaProducts Corporation's prior review and written approval, which shall not be unreasonably withheld, Reseller shall have the right to create and distribute promotional materials and product manuals for the Software Products sold pursuant to this Agreement. As part of that process, Reseller may modify the promotional materials and product manuals provided by MetaProducts Corporation; however, such modified materials may only be used in connection with the Software Products sold pursuant to this Agreement. MetaProducts Corporation shall retain all rights, including copyrights, in the materials it provides to Reseller. Also, Reseller shall be responsible for any modifications to MetaProducts Corporation's materials.

ARTICLE 4 - METAPRODUCTS CORPORATION'S RIGHTS

4.1 PROPRIETARY RIGHTS

MetaProducts Corporation will retain all proprietary rights, including copyrights, in and to the Software Products, and Reseller will have no proprietary rights in or to the Software Products at any time.

4.2 PRODUCT MODIFICATION OR DISCONTINUANCE

MetaProducts Corporation may at any time make changes in any of the Software Products (whether in design, the addition of improvements, or otherwise) and may discontinue the development of any Software Product, all in its sole discretion, without incurring any obligation of any kind as a result thereof. MetaProducts Corporation shall notify Reseller with as much advance notice as possible of any changes which may affect the Software Products. Reseller may request a delay in the implementation of a change in response to specific requirements from a customer, and MetaProducts Corporation shall use reasonable efforts to accommodate such request; provided, however, in no circumstance will MetaProducts Corporation be required to support any version of a Software Product other than the then-current version and the immediately preceding version. MetaProducts Corporation shall notify Reseller thirty (30) days in advance of its discontinuance of the development of any of the Software Products.

Reseller agrees that it shall not in any way alter the Software Products, nor any of the parts or components thereof.

4.3 SALE OR TRANSFER OF RIGHTS

MetaProducts Corporation has the right to sell or otherwise transfers some or all of its rights in and to any of the Software Products at any time and without notice to Reseller. MetaProducts Corporation's obligations under this Agreement shall be binding upon MetaProducts Corporation, its successors and assigns, only during its period of ownership of the rights in and to the Software Products. In the event of any sale or other transfer of MetaProducts Corporation's rights in and to any of the Software Products, then this Agreement shall be terminated with respect to the Software Products that have been sold or otherwise transferred automatically after the date of such sale or transfer.

ARTICLE 5 - WARRANTIES, REPRESENTATIONS AND LIMITATION OF LIABILITY

5.1 WARRANTIES AND RESPRESENTATIONS BY METAPRODUCTS CORPORATION

MetaProducts Corporation warrants that it shall convey good title to all the Software Products sold to Reseller, free of all security interests, liens and encumbrances, but subject to any licenses for third-party software included in the Software Products.

MetaProducts Corporation agrees to protect, defend, hold harmless and indemnify the Reseller from and against any and all liabilities, damages and actions arising out of any claim that the Software Products infringe any patent, trademark or copyright of third parties.

Such indemnity, however, is specifically exclusive of any such claims which arise or result of the following: (1) the misuse or alteration of the Software Products, (2) the use of the Software Products in with apparatus and software not delivered or furnished by MetaProducts Corporation, (3) the use of the Software Products in a manner for which the same were neither designed nor contemplated, (4) or a patent, trademark or copyright in which the Reseller has any direct or indirect interest by license or otherwise.

This indemnification and hold harmless provision shall extend only to damages and costs assessed against the Reseller embodied in a final judgment by a court of competent jurisdiction holding that such Software Products constitute a patent, trademark or copyright infringement or damages and costs incurred by the Reseller as a result of a settlement entered into with the prior written consent of MetaProducts Corporation. MetaProducts Corporation shall not be responsible for any loss of profits or the Reseller's incidental or consequential damages or losses.

MetaProducts Corporation will be promptly notified by Reseller of any suit or threat of suit as to which MetaProducts Corporation may have obligations under the above provisions and be given reasonable opportunity to defend the same. The Reseller shall reasonably cooperate with MetaProducts Corporation with regard to the defense of any suit or threatened suit and MetaProducts Corporation shall have authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any judgment which may be entered.

This indemnity shall be effective with respect to all Software Products sold by MetaProducts Corporation to the Reseller on or after the date set forth above and shall continue until terminated by MetaProducts Corporation. Termination of this indemnity shall not affect its applicability as to the Software Products sold by MetaProducts Corporation to the Reseller prior to the termination date thereof.

5.2 WARRANTIES AND RESPRESENTATIONS BY RESELLER

The Reseller agrees to protect, defend, hold harmless and indemnify MetaProducts Corporation from and against any and all liabilities, damages and actions arising out of any claim that the other products of the Reseller bundled with or sold in conjunction with the Software Products infringe any patent, trademark or copyright of third parties.

The Reseller will be promptly notified by MetaProducts Corporation of any suit or threat of suit as to which the Reseller may have obligations under the above provisions and be given reasonable opportunity to defend the same. The Reseller shall reasonably cooperate with MetaProducts Corporation with regard to the defense of any suit or threatened suit and MetaProducts Corporation shall have authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any judgment which may be entered. This indemnity shall be effective with respect to all Software Products sold by MetaProducts Corporation to the Reseller on or after the Effective Date and shall continue until terminated by MetaProducts Corporation. Termination of this indemnity shall not affect its applicability as to the Software Products sold by MetaProducts Corporation to the Reseller prior to the termination date thereof.

5.3 LIMITATION OF LIABILITY

In no event shall either party to this Agreement be liable to the other (or shall MetaProducts Corporation be liable to Reseller or any other reseller or end-user of any Software Product) for any damages whatsoever including, without limitation, loss of profits, injuries to property, loss of use of any Software Product or any associated equipment, whether or not such party has been advised that the possibility of such loss, and whether the claim is for breach or repudiation or contract, tort, breach of warranty, negligence, or otherwise.

MetaProducts Corporation's and Reseller's liability under, for breach of, or arising out of these terms and conditions or sale and/or sale or use of a Designated Product shall be limited to an amount equal to the price of the affected Software Product.

The essential purpose of this section is to limit the potential liability of the parties to this Agreement arising out of the terms and conditions of the purchase and sale of the Software Products.

ARTICLE 6 - NOTICES, PLACE AND METHOD OF PAYMENT

6.1 EFFECTIVENESS

Any notice or other communication required or permitted under this Agreement may be given by email, on the date that email is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a business day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a business day, in which case that communication shall be deemed given and effective on the next day that is a business day.

6.2 CHANGE OF EMAIL ADDRESSES

Either party may by notice to the other change the email address at which notices or other communications are to be given to it.

ARTICLE 7 - MISCELLANEOUS PROVISIONS

7.1 ASSIGNMENT

Reseller may not sublicense, assign or transfer any of its rights, privileges or obligations hereunder either in whole or in part, without the prior written consent of MetaProducts Corporation. Nor shall an assignment or transfer of the Agreement and the licenses granted herein be affected by operation of law, such as for example, by merger, consolidation, sale of the business or assets, or by acquisition of a majority of the voting stock of Reseller by a third party, without the prior written consent of MetaProducts Corporation.

7.2 DELAYS

MetaProducts Corporation or Reseller will not be liable for any delay or failure to fulfill its obligations hereunder that results from an act of God, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, failure or fluctuation in electrical power or other utility services or other cause beyond its reasonable control.

7.3 NO PARTNERSHIP

This Agreement will not be construed to create a joint venture or partnership between the parties hereto and neither will have the right, power or authority at any time to act on behalf of, to impose any obligation on or to represent the other, except as expressly set forth herein.

7.4 GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, USA, without regard to the conflicts of law provisions thereof. The parties mutually consent and submit to the jurisdiction of the federal and state courts for Franklin County, and agree that any action, suit or proceeding concerning this Agreement will be brought only in the federal or state courts of such county and that they will not raise, in connection therewith, any defense or objection based on lack of personal jurisdiction, improper venue, inconvenience of forum or the like.

7.5. ENTIRE AGREEMENT

This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersede any prior oral or written agreements with respect thereto. This Agreement may not be amended except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by checking the "I Agree" radio button on this form.

 I do NOT Agree    I Agree