This Agreement is made and entered into
by the by the registering to use this service by and
between you the Vendor and this web site hereafter referred to as "Addmine".
Addmine and Vendor shall be referred to herein
individually as a "Party" or collectively as the
"Parties" who agree as follows:
grants to Addmine the non-exclusive right to market and
distribute Products by and from the Internet to a world
wide market, to resellers or directly to customers as
reseller’s agent, at Addmine's sole expense, subject to
the terms of this Agreement. This agreement does not
include automatic CD distribution rights where product
security can be an issue without the prior permission
and approval of the Vendor in writing.
Vendor agrees to notify Addmine of new Products and
maintain that the latest upgrades are available.
Listing of all submissions is by the final discretion
This Agreement will continue in effect from the time
of this online registration by the Vendor and such time
as written notice is given by either Party to terminate,
such termination being effective within thirty (30) days
of said notice and the date of service being after a
minimum three (3) month active period.
Both Addmine and the Vendor may at their discretion
terminate this agreement upon served notice if it is
deemed that any of the products listed have been exposed
to piracy, reverse engineering or imitation as a result
of familiarity through contact with Addmine, its agents
This Agreement may not be assigned by either Party
without the express written approval of the other party.
All notices and demands hereunder shall be in writing
and shall be served on the receiving Party via certified
or registered mail, return receipt requested email or by
nationally-recognized private express courier, and shall
be deemed complete upon receipt.
Agreement shall be governed by and construed according
to the State and Commonwealth laws of Queensland in
Relationship of the Parties.
Each Party is acting as an independent contractor and
not as an agent, partner, or joint venture with the
other Party for any purpose.
of Certain Provisions.
The indemnification, confidentiality, and payment
obligations set forth in the Agreement shall survive the
termination of the Agreement by either Party for any
Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled
by arbitration in accordance with the relevant
arbitration laws of New South Wales in Australia, and
shall be held within 30 miles of Addmine’s headquarters.
Any arbitration proceeding and the judgment upon the
award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. In any legal
action between the Parties hereto concerning this
Agreement, the prevailing Party shall be entitled to
recover reasonable attorneys fees and costs.
Intellectual Property Rights.
Addmine agrees that the Products provided hereunder,
and any copies thereof, in whole or in part, and all
intellectual property rights, including without
limitation, patent, copyright, trademark, trade secret,
and any other intellectual or industrial property
rights, are and shall remain the sole property of
Vendor, and that all rights thereto are reserved by
Vendor. Addmine agrees that it will not create
derivatives of any Product, nor use, copy, disclose,
sell, assign, sublicense, or otherwise transfer any
Product except as expressly authorized in the end-user
license agreement for such Product. Vendor acknowledges
that Addmine owns the content of any information
developed by Addmine in exploiting the rights granted
herein. Addmine is prohibited from the disassembly or
decompilation of the object code or the disclosure of
any other aspect of the workings of the Products without
the prior written consent of Vendor.
Each Party agrees to take strict measures to secure the
Products from piracy, and in the event that any piracy
is discovered, to notify the other Party, and to take
measures to deter further piracy.
Each Party will treat all information received or
gained from the other Party in confidence. Only by
written agreement between the Parties can information
about any aspect of the agreements, relationships,
products, plans or details of the other Party’s business
be divulged to a third party unless it is lawfully
required to be disclosed by any governmental agency or
otherwise required to be disclosed by law.
Representations and Warranties.
Vendor represents and warrants that it owns, or has
valid and current distribution licenses to the Products
and all components, and that no provision of this
Agreement violates any prior agreements between Vendor
and any third parties and that this Agreement has been
duly authorized, executed and delivered by Vendor and
constitutes a legal, valid and binding obligation of
Vendor enforceable against Vendor according with its
terms, that the Vendor owns or has administration rights
to title and interest in and to the trademarks and
intellectual property to be provided to Addmine and
included in the Products and the packaging of the
Products, (v) Vendor has obtained any applicable export
licenses for the Products which are required under
any other applicable law, (vi) and Vendor hereby
certifies that the Products are Y2K Compliant.
Representations and Warranties.
Addmine represents and warrants that it has the right
and authority to enter into this Agreement and to
perform its obligations hereunder.
Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
SERVICES AND PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO
ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM ANY PROVISION
OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF
DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD
PARTIES ARISING FROM ANY SOURCE.