AUTHORIZED RESELLER AGREEMENT
THIS 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:
1.
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.
2.
TERM. Two (2) years from date of execution, automatically renewable in one (1) year increments, unless
terminated in accordance with Section 8 hereof.
3.
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.
4.
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.
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5.
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.”
5.2
EXCEPT 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.
6.
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.
7.
TRADE SECRETS
8.
7.1
The 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.
7.2
Except 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.
7.3
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.
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.
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9.
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.
10.
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
3
EXHIBIT A
PRODUCT DESIGNATION/AUTHORIZED RESELLER PRICING/MINIMUM ADVERTISED PRICE/MINIMUM RESELLER PRICE
pcAmerica POS Software Pricing
Description
Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
PCA-LIC-PRO-CRE
$363
$599
$649
PCA-LIC-ENT-CRE
$569
$799
$849
PCA-LIC-PRO-RPE
$363
$599
$649
PCA-LIC-ENT-RPE
$569
$799
$849
CRE Part Number
Cash Register Express Professional Edition (CRE PRO) Per
Terminal License
Cash Register Express Enterprise Edition (CRE ENTERPRISE) Per
Terminal License
Restaurant PRO Express Professional Edition (RPE PRO) Per
Terminal License
Restaurant PRO Express Enterprise Edition (RPE PRO
ENTERPRISE) Per Terminal License
RPE Part Number
Note: Please consult with your Account Manager regarding volume discounts
It is always suggested that you contact your Account Manager for an up to date quote as prices are subject to change.
4
pcAmerica POS Software Volume Pricing
Description
10 Pack - Cash Register Express Professional Edition
(CRE PRO) License 10 Pack
CRE Part Number
PCA-LIC-PRO-CRE-10
10 Pack - Restaurant Pro Express Professional
Edition (RPE PRO) License 10 Pack
10 Pack - Cash Register Express Enterprise Edition
(CRE ENTERPRISE) License 10 Pack
PCA-LIC-PRO-RPE-10
PCA-LIC-ENT-CRE-10
10 Pack - Restaurant Pro Express Enterprise Edition
(RPE ENTERPRISE) License 10 Pack
50 Pack - Cash Register Express Professional Edition
(CRE PRO) License 50 pack
PCA-LIC-ENT-RPE-10
PCA-LIC-PRO-CRE-50
50 Pack - Restaurant PRO Express Professional
Edition (RPE PRO) License 50 pack
50 Pack - Cash Register Express Enterprise Edition
(CRE PRO ENTERPRISE) License 50 Pack
50 Pack - Restaurant PRO Express Enterprise Edition
(RPE PRO ENTERPRISE) License 50 Pack
RPE Part Number
PCA-LIC-PRO-RPE-50
PCA-LIC-ENT-CRE-50
PCA-LIC-ENT-RPE-50
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Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
$3,350
$5,990
Negotiated but not lower than
Auth. Reseller Pricing
$3,350
$5,990
Negotiated but not lower than
Auth. Reseller Pricing
$5,250
$7,990
Negotiated but not lower than
Auth. Reseller Pricing
$5,250
$7,990
Negotiated but not lower than
Auth. Reseller Pricing
$16,000
$29,950
Negotiated but not lower than
Auth. Reseller Pricing
$16,000
$29,950
Negotiated but not lower than
Auth. Reseller Pricing
$25,000
$39,950
Negotiated but not lower than
Auth. Reseller Pricing
$25,000
$39,950
Negotiated but not lower than
Auth. Reseller Pricing
pcAmerica POS Software Pricing
CRE Part Number
RPE Part Number
Authorized
Reseller Price
/ Minimum
Reseller Price
PCA-UPG-PRO-ENT
PCA-UPG-PRO-ENT
$200
$299
$299
PCA-BCE-LIC
PCA-BCE-LIC
$100
$199
$199
PCA-PI-LIC
PCA-PI-LIC
$206
$300
$300
CRE / RPE Part Number
Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
PCA-TSP-1YR
$171
$250
$250
PCA-TSP-1YR-ENT
$248
$300
$300
1 Hour of Training for CRE / RPE, Any Edition
PCA-TRN-1HR
$94
$125
$125
3 Hours of Training for CRE / RPE, Any Edition
PCA-TRN-3HR
$239
$325
$325
Over the Phone POS Hardware Installation Assistance.
(Certified Hardware Only)
PCA-PH-INST
$118
$175
$175
Description
License upgrade from PRO to Enterprise, Any Edition
Bar Code Express - Upgrade any License to Include Bar Code
Printing
Pocket Inventory License - Software for Handheld Inventory
Management
Minimum
Advertised
Price
MSRP
pcAmerica Technical Support & Training
Description
1 Year Technical Support and Upgrades Per Terminal for PRO
Edition 24x7x365
1 Year Technical Support and Upgrades Per Terminal for
ENTERPRISE Edition 24x7x365
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pcAmerica Web Portal - (pcAmerica Hosted)
Web Portal Part Number
Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
Web 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
$600
Web Portal yearly Service Fee - Included in Web Portal Yearly
Service Fee are the Reporting and Inventory Modules
PCA-POR-INV-REP-1YR
$319
$360
$360
PCA-PORt-SETUP
$330
$399
$399
PCA-WP-SETUP-ADD
$86
$99
$99
Minimum
Advertised
Price
MSRP
Description
Web Portal Setup Fee - First Location
Each Edition Location Web Portal Setup Fee
pcAmerica Assorted Services
Description
CRE / RPE Database Conversion from older ACCESS Database
(v10.5 and lower) to SQL
Menu programming for small menus -- submit menu to
pcAmerica for final quoting
Menu programming for medium sized menus -- submit menu
to pcAmerica for final quoting
Menu programming for large menus -- submit menu to
pcAmerica for final quoting
pcAmerica Hourly Consulting Fee
CRE Part Number
RPE Part Number
Authorized
Reseller Price
/ Minimum
Reseller Price
PCA-DB-CONV
PCA-DB-CONV
$99
$150
$150
PCA-MENU-1
$495
$750
$750
PCA-MENU-2
$715
$1,250
$1,250
PCA-MENU-3
$935
$2,000
$2,000
PCA-CONSULT
$220
$240
$250
PCA-CONSULT
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pcAmerica Cards and Manuals
pcAmerica Part Numbers
Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
PCA-LOG-25
$39
$49
$49
CRE "Getting Started Guide/Manual"
PCA-CRE-MAN
$28
$32
$32
RPE "Getting Started Guide/Manual"
PCA-RPE-MAN
$28
$35
$35
PCA-GC-250
$297
$399
$399
PCA-GC-500
$440
$530
$530
PCA-GC-1000
$660
$900
$900
RPE Part Number
Authorized
Reseller Price
/ Minimum
Reseller Price
Minimum
Advertised
Price
MSRP
PCA-BNDL-RPE-MOB
$395
$500
$500
PCA-LIC-RPE-MOB
$225
$300
$300
Over the Phone RPE Mobile License Installation Assistance
PCA-MOB-INST
$125
$150
$150
1 Year RPE Mobile Technical Support and Upgrades Per
License 24x7x365
PCA-MOB-INST
$45
$50
$50
Description
25 Pack Mag Stripe Secure Login Cards
250 Gift Cards, Customer Design, Card Backers, Wire Rack, 4/1
Color
500 Gift Cards, Customer Design, Card Backers, Wire Rack, 4/1
Color
1000 Gift Cards, Customer Design, Card Backers, Wire Rack,
4/1 Color
pcAmerica RPE Mobile Software & Services
Description
RPE Mobile Bundle - 1 License Connection for Mobile Device, 1
Year Support & Over the Phone Installation Assistance
RPE Mobile License - 1 License Required Per Mobile Device
Used
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PCAMERICA 3RD PARTY INTEGRATED SOLUTIONS
Let's Get Online Ordering
Description
Online Ordering Setup -RPE only
Additional Location with same menu. Online Ordering
additional location with same menu
Online Ordering Monthly Fees Per Location (Customer will be
billed directly by Let's Get. Residuals will come from
pcAmerica)
pcAmerica Part Numbers
Authorized Reseller Price /
Minimum Reseller Price
MSRP
PCA-ONL-Setup
$770
$950
PCA-ONL-SETUP-ADD
$303
$340
Not Available
$77
$90
Payroll City Payroll Solution
Description
pcAmerica Part Numbers
Hands Off
Authorized
Reseller Price /
Minimum
Reseller Price
Initial 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
$50.00
Monthly Fees (Residuals will come from pcAmerica)
20 Employee Store Per Payroll
$71.25
$67.50
$75.00
Monthly Fees (Residuals will come from pcAmerica)
20+ Employee Store Per Payroll
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Hands On
Authorized
Reseller Price /
Minimum
Reseller Price
MSRP
Please consult with you Account Manager
PCAMERICA 3RD PARTY INTEGRATED SOLUTIONS
NitroSell E-Commerce Solution
Description
Initial training with pcAmerica technical team to ensure that
inventory is being set up correctly. This is one hour training.
Entry Level: Initial License Fee (ILF) -- This covers the
synchronization and management software
Standard Level: Initial License Fee (ILF) -- This covers the
synchronization and management software
Professional Level: Initial License Fee (ILF) -- This covers the
synchronization and management software
Implementation -- Initial setup of Nitrosell
Monthly Fees (Customer will be billed directly by NitroSell.
Residuals will come from pcAmerica)
pcAmerica Part Numbers
Authorized Reseller Price /
Minimum Reseller Price
MSRP
PCA-ECOMM-SIGNUP
$254
$299
PCA-ECOMM-ILF-ENT
$828
$1,200
PCA-ECOMM-ILF-STD
$1,104
$1,600
PCA-ECOMM-ILF-PRO
$1,380
$2,000
PCA-ECOMM-IMPLEMENT
$1,311
$1,900
Please Contact your pcAmerica Sales Representative to discuss NitroSell Monthly Packages
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EXHIBIT B
LIST OF TRADEMARKS, SERVICE MARKS, AND LOGOS
Dated: ______ ___, 20__
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EXHIBIT C
TRADEMARK and MARKETING MATERIAL GUIDELINES
Dated: September 23, 2011
TRADEMARK 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@pcamerica.com.
The following are trademarks of Automation, Inc. d/b/a pcAmerica
pcAmerica (registered trademark)
pcAmerica logo (registered trademark)
Cash Register Express
Cash Register Express logo (registered trademark)
Restaurant Pro Express
Restaurant 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.
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________ 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:
1) Marketing material content may not be edited in any way except for designated
areas to imprint Authorized Reseller’s contact information
2) Videos may be used on Authorized Reseller’s web site by linking directly to the
video on pcAmerica’s web site:
(http://download2.pcamerica.com/online_CRE_demo/) – Cash Register Express
Sales Video or (http://download2.pcamerica.com/online_demo/) – Restaurant Pro
Express Sales Video
3) If 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.
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EXHIBIT D
END USER REGISTRATION FORM
Authorized 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.
1. Resellers and End Users can use the following link to automatically send End User
Information and Activation Codes over to pcAmerica.
pcAmerica End User Registration
If you are having trouble with the above shortened link, you can use the full url.
https://docs.google.com/forms/d/1gAzmDvc0rApH3r0KHtar2aoq7YV3Suf4ZcZStFX5vBQ/v
iewform?embedded=true
2. 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).
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PCAMERICA END USER REGISTRATION FORM
Authorized Reseller Contact Info:
Company:
Contact:
Address 1:
Address 2:
City:
State:
Telephone:
Fax:
Zip:
E-Mail:
End-User Contact Info:
Company:
Contact:
Address 1:
Address 2:
City:
State:
Telephone:
Fax:
E-Mail:
Activation Code:
Activation Code:
Activation Code:
Activation Code:
15
Zip:
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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