Reseller Application - Mobile GPS Online



Date: _____________________

|Company: | |

|Address: | |

|City: | |State: | |Zip: | |

|Company Phone: | |Company Fax: | |

|Website URL: | |

|Primary Contact: | |

|Title: | |

|Phone: | |Fax: | |Email: | |

|Marketing Contact: | |

|Phone: | |Fax: | |Email: | |

|Purchasing Contact: | |

|Phone: | |Fax: | |Email: | |

|Accounting Contact: | |

|Phone: | |Fax: | |Email: | |

What best describes your company’s business? (Check all that apply)

ρ Value Added Reseller ρ Part of Retail Chain ρ Systems Integrator

ρ Consultant ρ Independent Retail Store ρ Online Reseller

ρ Mail Order ρ Other__________________

Size of Organization (Check one only)

ρ 1-50 Employees ρ 51-100 Employees ρ 101-1000 Employees

ρ 1001-5000 Employees ρ Over 5000 Employees

What are your approximate annual sales? (Check one only)

ρ Less than $2M ρ Between $2M and $50M ρ Greater than $50M

Purchasing Role of Primary Contact (Check one only)

ρ Final Decision-Making ρ Other (please specify)_________________

ρ Recommendations ρ No role

What is your primary market? (Check all that apply)

ρ Small Business (1-99 Employees) ρ Education

ρ Medium Business (100-499 Employees) ρ Government

ρ Large Business (500+ Employees) ρ Travel Industry

ρ Fortune 1000 Companies ρ Other (please specify)_________________

Geographic markets served? (Check all that apply)

ρ U.S. – Northeast ρ U.S. – West Coast ρ U.S. – Southeast

ρ U.S. – Central/Midwest ρ Canada ρ Other ______________________

What vertical markets do you serve? (Check all that apply)

ρ Accounting ρ Engineering ρ Pharmaceuticals

ρ Automotive ρ Government ρ Real Estate

ρ Banking ρ Insurance ρ Retail

ρ CAD/CAM ρ Legal ρ Transportation

ρ Construction ρ Manufacturing ρ Wholesale

ρ Education ρ Medical ρ Other_________________

Which types of computer hardware do you sell? (Check all that apply)

ρ Laptop PCs ρ Mid-Range Systems

ρ Desktop PCs ρ Mainframe Systems

Which operating systems do you support? (Check all that apply)

ρ Windows 95 ρ Windows CE 2.0

ρ Windows 98 ρ Other (please specify)_________________

ρ Windows NT 4.0

What types of Network systems do you Install/Maintain? (Check all that apply)

ρ Novell – Version _______ ρ UNIX

ρ NT – Version _______ ρ Other (please specify) _________________

Please describe your sales objective for the Mobile GPS Online products listed below:

2004 2005

Product Projected Units Projected Units

Please describe planned marketing efforts to support your sales objectives…

Please send completed and signed applications along with a copy of your resale certificate to:

Reseller Sales Mobile GPS Online

Phone: (613) 823-0926 387 Stoneway Drive

Fax: (613) 823-0926 Ottawa, Ontario, Canada, K2G 6G7

Email: sales@

As a Mobile GPS Online Reseller the undersigned hereby agrees to the following terms & conditions.

1.Appointment: MOBILE GPS ONLINE hereby appoints the Reseller as its non-exclusive sales reseller, and the Reseller accepts such appointment, upon the terms and conditions and commission arrangements as hereinafter set forth

2.Sales License: MOBILE GPS ONLINE hereby grants to Reseller during the term of this Agreement and Reseller hereby accepts a non-exclusive, nontransferable license to market and sell the MOBILE GPS ONLINE software (the "Software"), in accordance with the terms and conditions of this Agreement. All sales of the Software shall be subject to MOBILE GPS ONLINE’s current price list, as amended from time to time by MOBILE GPS ONLINE. Software sales shall be limited to software designed for the personal computer only. Reseller may advertise and market the Software and reproduce MOBILE GPS ONLINE’s sales literature and other selling aids so long as Reseller properly displays and includes MOBILE GPS ONLINE’s copyright and trademark notice on all copies. Any other sales literature and selling aids utilized by Reseller shall be subject to MOBILE GPS ONLINE’s prior written approval. Without prior written approval of MOBILE GPS ONLINE, Reseller agrees that Reseller shall not incorporate the Software in system packages with other software programs owned by Reseller or third parties and that Reseller shall only distribute the Software pursuant to the use and licensing requirements set forth in section 2 below. Reseller shall not be allowed to copy or otherwise multiply the software and/or user manuals and/or documentation.

3. Sales Limitations: Reseller sales and marketing activities shall be directed toward end-use customers. Reseller shall not act as a “mass-distributor” selling to other resellers. Reseller shall not sell MOBILE GPS ONLINE products through on-line auctions such as e-bay, or discount e-tailers such as and . If at any time MOBILE GPS ONLINE determines that the sales or marketing activities of a reseller are not in the best interest of MOBILE GPS ONLINE or the NavStar brand, MOBILE GPS ONLINE may choose to disallow those activities. Selling MOBILE GPS ONLINE product in a manner that is not consistent with this agreement may result in the termination of Reseller authorization.

4. Terms of Agreement This license is effective upon receipt by you of the Software and upon opening the package. The License is effective until terminated. The License terminates automatically if you fail to comply with any of the terms of this License Agreement. You agree upon such termination to return or destroy this CD-ROM and all other copies of the Software and certify in writing to MOBILE GPS ONLINE that you have done so. This Agreement shall terminate two years after the date of this Agreement, and may be renewed for additional two-year terms at the sole and absolute discretion of MOBILE GPS ONLINE. In addition, either party may terminate this Agreement in such party's sole and absolute discretion upon ten (10) days written notice to the other party. In addition, this Agreement may be immediately terminated by MOBILE GPS ONLINE in the event that Reseller shall have breached this Agreement, failed to fulfill its purchase responsibilities contained in this Agreement, ceased business, been adjudged bankrupt or insolvent, made an assignment for the benefit of creditors, filed for a petition in bankruptcy or reorganization, or been the subject of an involuntary petition in bankruptcy or reorganization which petition shall not have been discharged within sixty (60) days of filing. Upon termination of this Agreement pursuant to this Article 3, Reseller shall, within five (5) business days of termination, return to MOBILE GPS ONLINE all sales literature and other selling aids with respect thereto and deliver to MOBILE GPS ONLINE a statement certifying that Reseller has returned all of said sales literature, and other selling aids.

5. Use of Software: Reseller shall not permit the use, access, sale or transfer of the Software to any end-use customers or any third parties unless such customer is in receipt of the License Agreement entitled Mobile GPS Online® License Agreement-Single-user license contained in the Mobile GPS Online family of products installation program. Reseller is specifically prohibited from permitting any demonstration or trial period testing of the Software by customers, or potential customers, without prior written consent of MOBILE GPS ONLINE and compliance with all other terms, conditions and requirements of this article. Reseller is further prohibited from modifying the software or enabling/allowing third parties to modify it in such a way that it becomes suitable for use in on-line applications, navigation-systems, telematic applications, or printed cartography. Reseller shall refrain from directly or indirectly entering updates and/or upgrades in the software as well as from directly or indirectly altering or disassembling the software or attempting to gain access to the source-codes by analyzing the object-codes. Reseller shall refrain from placing any advertising in or onto the software unless MOBILE GPS ONLINE first agrees in writing upon an arrangement concerning the revenue of such advertising.

6. Warranties MOBILE GPS ONLINE warrants that all disc(s) on which the Software is furnished shall, for a period of 90 days from delivery (the “Warranty Period”), and warrants that the GPS receiver shall for one year be free, in normal use, from defects in material and workmanship. MOBILE GPS ONLINE will have no responsibility to replace any disc(s) or GPS receivers that have been damaged by accident, abuse, or misapplication.

A) MOBILE GPS ONLINE’s entire liability and Resellers exclusive remedy shall be replacement of the disc(s) that does not meet MOBILE GPS ONLINE’s limited Warranty, and that is returned to MOBILE GPS ONLINE with a receipt.

B) Except as specifically provided above, MOBILE GPS ONLINE makes no other warranty or representation, either express or implied, with respect to the software or documentation, including any warranty as to the quality, performance, merchantability, or fitness for a particular purpose. In no event will MOBILE GPS ONLINE be liable for direct damages in excess of the license fee or any indirect, special, incidental, or consequential damages arising out of the use or inability to use the software or documentation, even if advised of the possibility of such damages. In no case shall MOBILE GPS ONLINE’s liability exceed the amount of the license fee.

C) While the information contained in the Software was believed to have been correct at the time of publication, MOBILE GPS ONLINE cannot guarantee its accuracy and shall not be subject to liability for any errors or omissions. Information in the Software and its accompanying preprinted materials is subject to change without notice and does not represent a commitment or endorsement on the part of MOBILE GPS ONLINE. Routes and miles generated by the Software are not suitable for commercial truck use.

D) THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. No MOBILE GPS ONLINE dealer, distributor, reseller, or employee is authorized to make any modification or addition to this warranty. Some states do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

6. Status of Reseller: The parties expressly agree and acknowledge that Reseller is and shall remain an independent contractor and that nothing contained herein

shall be construed to create a partnership or joint venture between MOBILE GPS ONLINE and Reseller.

7. Indemnity Reseller hereby agrees to indemnify, hold harmless, and defend MOBILE GPS ONLINE for and against any claims, suits or actions resulting from or arising out of Reseller's activities or performance or the breach of Reseller's duties under this Agreement. The indemnification herein provided shall expire five (5) years from the date of such third party purchase of the Software.

8. Remedies: The remedies set forth in this Agreement shall not be deemed to be exclusive and, in addition to any remedies described herein, the parties shall be entitled to such remedies as provided at law or equity.

9. Expenses: The parties expressly agree that Reseller shall be responsible for its own costs and expenses under this Agreement and that MOBILE GPS ONLINE shall have no obligation to reimburse Reseller for said costs and expenses.

10. Returns Policy: MOBILE GPS ONLINE agrees to accept returns from Reseller only for products that it deems to be “defective.” Prior to returning “defective” product(s) to MOBILE GPS ONLINE, Reseller must notify MOBILE GPS ONLINE and secure authorization. Upon receiving “defective” product(s) MOBILE GPS ONLINE will exclusively provide new product(s) in return. “Defective” products shall include damaged or missing software and/or inactive GPS receivers. MOBILE GPS ONLINE will have no responsibility to replace any product that has been damaged by accident, abuse, or misapplication. All sales to Reseller are final. Returns for over-stocks will not be accepted.

11.Payment Terms: MOBILE GPS ONLINE accepts Visa, Mastercard and American Express. Other payment options are subject to MOBILE GPS ONLINE’s prior approval. In the event that Reseller fails to meet payment terms MOBILE GPS ONLINE will freeze purchase order fulfillment and may be subject to penalties and late fees.

12. Shipping: Reseller is responsible for the payment of all delivery charges. There will be an additional $2 handling fee for drop-ship orders.

13. Miscellaneous

A) If a part of this Agreement is held unenforceable or invalid or prohibited under law, it shall be deemed stricken from the Agreement and shall not affect the enforceability of the other parts of this Agreement.

B) This Agreement shall be interpreted under the laws of the Province of Ontario, and the Courts of the Province of Ontario shall be the exclusive forum for all interpretation or enforcement proceedings relating to the same except for actions alleging violation of copyright laws or regulations which actions may be commenced before federal courts within or without the Province of Ontario.

C) The headings for each section are stated for convenience only and are not to be construed as limiting.

D) Any modifications of this Agreement shall be in writing executed by both parties hereto.

_______________________________________________

COMPANY NAME

_______________________________________________AUTHORIZED SIGNATURE

_______________________________________________NAME

_______________________________________________TITLE

_______________________________________________DATE

Please send completed and signed applications along with a copy of your resale certificate to:

Reseller Program Mobile GPS Online

Phone: (613) 823-0926 387 Stoneway Drive

Fax: (613) 823-0926 Ottawa, Ontario, Canada, K2G 6G7

Email: sales@

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Contact Info

Business Profile

Sales Objectives

Resale Terms & Conditions

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