REFERRAL AGREEMENT



AUTHORIZED RESELLER AGREEMENTTHIS RESELLER AGREEMENT (the “Agreement”) is entered into this ______day of __________, 20__ between Automation, Inc. d/b/a pcAmerica, a New York corporation, located at One Blue Hill Plaza, Pearl River, New York 10965 (hereinafter “Supplier”), and: Reselling Partner Company Name:???????Referred to Herein as “Authorized Reseller”Contact Name:???????Address:???????City:???????State:???Zip:???Phone Number:???????Email Address:???????Fax Number:??????? AUTONUM \s . GENERAL PROVISIONS. Supplier grants AUTHORIZED RESELLER a non-transferable, non-exclusive right and license to distribute the products and/or services listed on Exhibit A (“Products and Services”) to its end-user customers in the United States only subject to the terms and conditions contained in this Agreement. Supplier further grants AUTHORIZED RESELLER a non-exclusive right to use and display the trademarks, service marks, and logos specified in Exhibit B hereto (the “Marks”) subject to Supplier’s usage guidelines as provided in Exhibit C. During the term of this Agreement, AUTHORIZED RESELLER may also identify itself as a “pcAmerica Authorized Reseller” in connection with the marketing, distribution, advertising, promotion, sale and support of the Products and Services. AUTHORIZED RESELLER agrees not to advertise any price for any of the Products below the Minimum Advertised Price for such Product as specified in Exhibit A annexed hereto, nor may AUTHORIZED RESELLER sell any of the Products specified in Exhibit A to other resellers without permission from Supplier and a fully executed Authorized Reseller Agreement. Prices reflected in Exhibit A may change from time to time with at least sixty (60) days’ notice. Furthermore, AUTHORIZED RESELLER may use marketing material and sales videos provided by Supplier to promote the products but must make reasonable effort to maintain the integrity and good reputation of Supplier as specified in Exhibit C. AUTHORIZED RESELLER must also register end-user contact information within 7 business days of end-user purchase as specified in the “End-User Registration Form” in Exhibit D. AUTONUM \s . TERM. Two (2) years from date of execution, automatically renewable in one (1) year increments, unless terminated in accordance with Section 8 hereof. AUTONUM \s . QUALIFICATIONS/REQUIREMENTS. AUTHORIZED RESELLER must be principally engaged in the business of reselling computer related products and must be able to submit a resale certificate indicating as such upon request from Supplier. AUTONUM \s . PAYMENT TERMS. AUTHORIZED RESELLER shall pay to Supplier the full price of all ordered Products and sales support and materials as set forth in Exhibit A in advance of the shipment or provision thereof to AUTHORIZED RESELLER. AUTONUM \s . LIMITED WARRANTY, DISCLAIMER, AND LIMITATIONS.5.1“As is”. Supplier makes no warranty whatsoever as to the function of the Products and Services, which are provided “as is.”5.2EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, SUPPLIER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS AND SERVICES, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF AUTHORIZED RESELLER OR ITS CUSTOMERS. AUTONUM \s . RELATIONSHIP OF THE PARTIES; INDEMNIFICATION. AUTHORIZED RESELLER is an independent contractor and not an employee, agent, joint venturer or partner of Supplier. AUTHORIZED RESELLER agrees that it shall indemnify and hold harmless Supplier, and its officers, directors, and shareholders from any and all loss, cost, expense, claim, damage and liability (including attorneys fees and court costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to the failure of AUTHORIZED RESELLER to abide by any requirement imposed by this Agreement or the gross negligence, willful misconduct, or any act or omission by AUTHORIZED RESELLER or any of its employees, agents, representatives, or subcontractors. AUTONUM \s . TRADE SECRETS 7.1The parties acknowledge that AUTHORIZED RESELLER may have access to or otherwise become acquainted with information concerning the operation of Supplier, including but not limited to, financial information, personnel, customer lists and contact information, vendor contracts, services contracts, employment contracts, sales, accounting, technical and software development information, and planning information. AUTHORIZED RESELLER hereby agrees and acknowledges that the above-mentioned information is owned by Supplier and necessary for the operation of Supplier’s business and that this information shall be deemed to be “Trade Secrets” and confidential information and shall be treated as such. Accordingly, AUTHORIZED RESELLER hereby agrees that it shall use such information solely for the purposes set forth in this Agreement, and further represents that it shall not disclose any of the Trade Secrets or confidential information other than on a “need to know” basis and then only to: (a) affiliates of AUTHORIZED RESELLER; (b) its directors, members, managers, officers or employees; (c) agents, consultants and independent contractors of AUTHORIZED RESELLER; and (d) as required by law.7.2Except as permitted herein, AUTHORIZED RESELLER agrees that it shall not disclose any such trade secrets, directly or indirectly, to any other person, either during the initial term of this Agreement, or any renewal thereof, and for the longer of (a) a period of two years after termination or expiration of the initial term or this agreement or any renewal thereof, or (b) at any other times thereafter, or (c) such other maximum period as permitted by law.AUTHORIZED RESELLER acknowledges that violation of this Section 7 will cause irreparable harm to Supplier that cannot be reasonably or adequately compensated by damages. Accordingly, without posting bond or other security, Supplier will be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of this Section; but no action for any such relief will be deemed to waive the right of the Supplier to a claim for damages. AUTONUM \s . TERMINATION. Notwithstanding anything contained within this Agreement to the contrary, Supplier and AUTHORIZED RESELLER shall have the right to terminate this Agreement and the engagement hereunder by giving such other party thirty (30) days written notice of its intention to terminate this Agreement. AUTONUM \s . ATTORNEY'S FEES. In the event of a dispute arising out of this Agreement, any prevailing party, as determined by a court of competent jurisdiction, shall be entitled to recover its reasonable attorneys' fees, costs and/or other expenses incurred in connection with such dispute or claim. AUTONUM \s . GOVERNING LAW AND VENUE. This Agreement shall be governed by, and interpreted in accordance with the laws of the States of New York. The parties hereby agree that any legal action or proceeding shall be brought exclusively in the courts of the State of New York. The parties further agree to submit to the jurisdiction of the State of New York and consent to the service of process in accordance with applicable procedures and rules of said jurisdiction. Venue for any judicial proceeds shall be in the courts of the State of New York and of the United States located in the Counties of Rockland or Westchester, State of New York; and the parties agree not to raise and waive any objection to or defense based on the venue of any such court or based upon forum non conveniens. IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the day and year first above written. Authorized Reseller Name:???????Name:???????Signature:???????Title??????EXHIBIT APRODUCT DESIGNATION/AUTHORIZED RESELLER PRICING/MINIMUM ADVERTISED PRICE/MINIMUM RESELLER PRICEpcAmerica POS Software Pricing ???DescriptionCRE Part NumberRPE Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRPCash Register Express Professional Edition (CRE PRO) Per Terminal LicensePCA-LIC-PRO-CRE?$363$599$649Cash Register Express Enterprise Edition (CRE ENTERPRISE) Per Terminal LicensePCA-LIC-ENT-CRE?$569$799$849??????Restaurant PRO Express Professional Edition (RPE PRO) Per Terminal License?PCA-LIC-PRO-RPE$363$599$649Restaurant PRO Express Enterprise Edition (RPE PRO ENTERPRISE) Per Terminal License?PCA-LIC-ENT-RPE$569$799$849Note: Please consult with your Account Manager regarding volume discountsIt is always suggested that you contact your Account Manager for an up to date quote as prices are subject to change.pcAmerica POS Software Volume Pricing ???DescriptionCRE Part NumberRPE Part NumberAuthorized Reseller Price / Minimum Reseller Price Minimum Advertised PriceMSRP10 Pack - Cash Register Express Professional Edition (CRE PRO) License 10 PackPCA-LIC-PRO-CRE-10?$3,350$5,990Negotiated but not lower than Auth. Reseller Pricing10 Pack - Restaurant Pro Express Professional Edition (RPE PRO) License 10 Pack?PCA-LIC-PRO-RPE-10$3,350$5,990Negotiated but not lower than Auth. Reseller Pricing10 Pack - Cash Register Express Enterprise Edition (CRE ENTERPRISE) License 10 PackPCA-LIC-ENT-CRE-10?$5,250$7,990Negotiated but not lower than Auth. Reseller Pricing10 Pack - Restaurant Pro Express Enterprise Edition (RPE ENTERPRISE) License 10 Pack?PCA-LIC-ENT-RPE-10$5,250$7,990Negotiated but not lower than Auth. Reseller Pricing??????50 Pack - Cash Register Express Professional Edition (CRE PRO) License 50 packPCA-LIC-PRO-CRE-50?$16,000$29,950Negotiated but not lower than Auth. Reseller Pricing50 Pack - Restaurant PRO Express Professional Edition (RPE PRO) License 50 pack?PCA-LIC-PRO-RPE-50$16,000$29,950Negotiated but not lower than Auth. Reseller Pricing50 Pack - Cash Register Express Enterprise Edition (CRE PRO ENTERPRISE) License 50 Pack PCA-LIC-ENT-CRE-50?$25,000$39,950Negotiated but not lower than Auth. Reseller Pricing50 Pack - Restaurant PRO Express Enterprise Edition (RPE PRO ENTERPRISE) License 50 Pack ?PCA-LIC-ENT-RPE-50$25,000$39,950Negotiated but not lower than Auth. Reseller PricingpcAmerica POS Software Pricing DescriptionCRE Part NumberRPE Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRPLicense upgrade from PRO to Enterprise, Any EditionPCA-UPG-PRO-ENTPCA-UPG-PRO-ENT$200$299$299Bar Code Express - Upgrade any License to Include Bar Code PrintingPCA-BCE-LICPCA-BCE-LIC$100$199$199Pocket Inventory License - Software for Handheld Inventory ManagementPCA-PI-LICPCA-PI-LIC$206$300$300pcAmerica Technical Support & Training ??DescriptionCRE / RPE Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRP1 Year Technical Support and Upgrades Per Terminal for PRO Edition 24x7x365PCA-TSP-1YR$171$250$2501 Year Technical Support and Upgrades Per Terminal for ENTERPRISE Edition 24x7x365PCA-TSP-1YR-ENT$248$300$3001 Hour of Training for CRE / RPE, Any EditionPCA-TRN-1HR$94$125$1253 Hours of Training for CRE / RPE, Any EditionPCA-TRN-3HR$239$325$325Over the Phone POS Hardware Installation Assistance. (Certified Hardware Only)PCA-PH-INST$118$175$175pcAmerica Web Portal - (pcAmerica Hosted) ??DescriptionWeb Portal Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRPWeb Portal Yearly Service Fee - Included in Web Portal Yearly Service Fee are the Reporting, Inventory, Purchase Order and Employee Management Modules.PCA-LIC-PORt-1YR$528$600$600Web Portal yearly Service Fee - Included in Web Portal Yearly Service Fee are the Reporting and Inventory ModulesPCA-POR-INV-REP-1YR$319$360$360Web Portal Setup Fee - First LocationPCA-PORt-SETUP$330$399$399Each Edition Location Web Portal Setup FeePCA-WP-SETUP-ADD$86$99$99pcAmerica Assorted Services ????DescriptionCRE Part NumberRPE Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRPCRE / RPE Database Conversion from older ACCESS Database (v10.5 and lower) to SQL PCA-DB-CONVPCA-DB-CONV$99$150$150Menu programming for small menus -- submit menu to pcAmerica for final quoting?PCA-MENU-1$495$750$750Menu programming for medium sized menus -- submit menu to pcAmerica for final quoting?PCA-MENU-2$715$1,250$1,250Menu programming for large menus -- submit menu to pcAmerica for final quoting?PCA-MENU-3$935$2,000$2,000pcAmerica Hourly Consulting FeePCA-CONSULTPCA-CONSULT$220$240$250pcAmerica Cards and ManualsDescriptionpcAmerica Part NumbersAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRP25 Pack Mag Stripe Secure Login Cards PCA-LOG-25$39$49$49CRE "Getting Started Guide/Manual"PCA-CRE-MAN$28$32$32RPE "Getting Started Guide/Manual" PCA-RPE-MAN$28$35$35250 Gift Cards, Customer Design, Card Backers, Wire Rack, 4/1 ColorPCA-GC-250$297$399$399500 Gift Cards, Customer Design, Card Backers, Wire Rack, 4/1 ColorPCA-GC-500$440$530$5301000 Gift Cards, Customer Design, Card Backers, Wire Rack, 4/1 ColorPCA-GC-1000$660$900$900pcAmerica RPE Mobile Software & Services??DescriptionRPE Part NumberAuthorized Reseller Price / Minimum Reseller PriceMinimum Advertised PriceMSRPRPE Mobile Bundle - 1 License Connection for Mobile Device, 1 Year Support & Over the Phone Installation AssistancePCA-BNDL-RPE-MOB$395$500$500RPE Mobile License - 1 License Required Per Mobile Device UsedPCA-LIC-RPE-MOB$225$300$300Over the Phone RPE Mobile License Installation AssistancePCA-MOB-INST$125$150$1501 Year RPE Mobile Technical Support and Upgrades Per License 24x7x365 PCA-MOB-INST$45$50$50PCAMERICA 3RD PARTY INTEGRATED SOLUTIONSLet's Get Online Ordering ?DescriptionpcAmerica Part NumbersAuthorized Reseller Price / Minimum Reseller PriceMSRPOnline Ordering Setup -RPE onlyPCA-ONL-Setup$770$950Additional Location with same menu. Online Ordering additional location with same menu PCA-ONL-SETUP-ADD$303$340?Online Ordering Monthly Fees Per Location (Customer will be billed directly by Let's Get. Residuals will come from pcAmerica)Not Available?$77$90Payroll City Payroll Solution????DescriptionpcAmerica Part NumbersHands Off Authorized Reseller Price / Minimum Reseller PriceHands On Authorized Reseller Price / Minimum Reseller PriceMSRPInitial orientation with pcAmerica technical team to ensure that End User employee information is being set up correctly within pcAmerica POS software. PCA-PAYROLL-SIGNUP$254$224$299?Monthly Fees (Residuals will come from pcAmerica)5 Employee Store Per Payroll$47.50$45.00$50.00Monthly Fees (Residuals will come from pcAmerica)20 Employee Store Per Payroll$71.25$67.50$75.00Monthly Fees (Residuals will come from pcAmerica)20+ Employee Store Per PayrollPlease consult with you Account ManagerPCAMERICA 3RD PARTY INTEGRATED SOLUTIONSNitroSell E-Commerce Solution????DescriptionpcAmerica Part NumbersAuthorized Reseller Price / Minimum Reseller PriceMSRPInitial training with pcAmerica technical team to ensure that inventory is being set up correctly. This is one hour training.PCA-ECOMM-SIGNUP$254$299Entry Level: Initial License Fee (ILF) -- This covers the synchronization and management software PCA-ECOMM-ILF-ENT $828$1,200Standard Level: Initial License Fee (ILF) -- This covers the synchronization and management software PCA-ECOMM-ILF-STD $1,104$1,600Professional Level: Initial License Fee (ILF) -- This covers the synchronization and management software PCA-ECOMM-ILF-PRO $1,380$2,000Implementation -- Initial setup of NitrosellPCA-ECOMM-IMPLEMENT $1,311$1,900?Monthly Fees (Customer will be billed directly by NitroSell. Residuals will come from pcAmerica)Please Contact your pcAmerica Sales Representative to discuss NitroSell Monthly PackagesEXHIBIT BLIST OF TRADEMARKS, SERVICE MARKS, AND LOGOSDated: ______ ___, 20__EXHIBIT CTRADEMARK and MARKETING MATERIAL GUIDELINESDated: September 23, 2011TRADEMARK GUIDELINES pcAmerica’s trademarks, service marks, trade names, and trade dress are valuable assets. In following these guidelines, you help us protect our valuable trademark rights and strengthen our corporate and brand identities. By using a pcAmerica trademark, in whole or in part, you are acknowledging that pcAmerica is the sole owner of the trademark and promising that you will not interfere with pcAmerica’s rights in the trademark, including challenging its use, registration of, or application to register such trademark, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute any pcAmerica trademark. The goodwill derived from using any part of a pcAmerica trademark exclusively inures to the benefit of and belongs to pcAmerica. pcAmerica’s trademarks, service marks, logos, or slogans may not be used in any manner likely to confuse, mislead, or deceive the public, or to be adverse to the best interests of pcAmerica. If you have any questions regarding these guidelines, please send an e-mail to pcAmerica’s counsel, legal@.The following are trademarks of Automation, Inc. d/b/a pcAmericapcAmerica (registered trademark)pcAmerica logo (registered trademark)Cash Register ExpressCash Register Express logo (registered trademark)Restaurant Pro ExpressRestaurant Pro Express logo (registered trademark)OnCloud (registered trademark)The foregoing list may be amended from time to time.When using any of the above trademarks within the United States, use the appropriate trademark symbol (? or ?) the first time the trademark appears in the text of such material. ? refers to trademarks for which federal registration has not yet been received, and ? refers to registered trademarks. Please include an attribution of pcAmerica’s ownership of its trademarks within the credit notice section of such material or communication. The following are correct formats for trademark attribution:________ is a trademark of Automation, Inc. d/b/a pcAmerica.________ is a registered trademark of Automation, Inc. d/b/a pcAmerica.________ and ________ are trademarks of Automation, Inc. d/b/a pcAmerica.________ and ________ are registered trademarks of Automation, Inc. d/b/a pcAmerica.Please note that trademarks are adjectives and not nouns or verbs, and so they are used to describe a product or service. For example, the following indicates the correct usage for Cash Register Express: “I purchased two Cash Register Express software packages.” Incorrect usage would be “I purchased two Cash Register Expresses.” Please note that when using “pcAmerica” to denote the company, you do not use ?. The following is correct usage: “pcAmerica? software is a great fit for your restaurant or retail establishment.”MARKETING MATERIAL GUIDELINES Authorized Resellers may use marketing material owned by pcAmerica in the form of electronic format, printed material or videos for use in conjunction with the promotion and sale of pcAmerica’s products subject to the following conditions:Marketing material content may not be edited in any way except for designated areas to imprint Authorized Reseller’s contact informationVideos may be used on Authorized Reseller’s web site by linking directly to the video on pcAmerica’s web site: () – Cash Register Express Sales Video or () – Restaurant Pro Express Sales VideoIf Authorized Reseller promotes videos or marketing material on a blog site or a web site that accepts comments, Authorized Reseller must monitor the site to make sure the integrity and good reputation of pcAmerica’s products are maintained and that unwarranted, negative comments are removed.EXHIBIT DEND USER REGISTRATION FORMAuthorized Reseller must register their end-user information with Supplier to ensure accurate tracking of registration codes as well as any technical services, if applicable, that Supplier performs on behalf of the Authorized Reseller. There are two ways to register End User information. Resellers and End Users can use the following link to automatically send End User Information and Activation Codes over to pcAmerica.pcAmerica End User RegistrationIf you are having trouble with the above shortened link, you can use the full url. Reseller and End Users can also use the End User Registration Form and fax the End User information and Activation Codes over to pcAmerica. The pcAmerica fax number that can be used is: (845-920-0880).PCAMERICA END USER REGISTRATION FORMAuthorized Reseller Contact Info:Company:Contact:Address 1:Address 2:City: State: Zip:Telephone: Fax:E-Mail:End-User Contact Info:Company:Contact:Address 1:Address 2:City: State: Zip:Telephone: Fax:E-Mail:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:Activation Code:If you need to register more that 10 Activation Codes, please contact pcAmerica. ................
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