Definitions

"Arc Multiedia" refers to Arc Multimedia, Inc..

"Program" refers to the Arc Multimedia Software Reseller Program.

"Software" & "Products" refers to the Arc Multimedia software products available for resale by the Reseller. These Products are listed on Arc Multimedia web site http://www.arcdvdcopy.com

"Reseller" refers to a reseller of products and a Arc Multimedia approved member of the Arc Multimedia Reseller Program.

"End User" refers to Reseller's customers; that is, the party to whom Reseller resells any Arc Multimedia Products.

1. About this agreement

1.1. This is a Non-Exclusive Reseller Appointment. Arc Multimedia appoints Reseller as a worldwide, non-exclusive reseller of the Arc Multimedia Software Products.

1.2. The software is the property of Arc Multimedia, Inc.

1.3. The software is protected by local and international copyright laws and treaties. Nobody may install or use the software unless they have a license with Arc Multimedia. Nobody may resell the software unless they have been approved by Arc Multimedia for the Arc Multimedia Reseller Program.

2. How you enter this license

2.1. If you apply for and are accepted for the Arc Multimedia Reseller Program and resell Arc Multimedia Software, you are indicating your agreement to the terms in this license.

2.2. If you do not agree to these terms, you may not resell any Arc Multimedia Product.

3. The terms of your license

3.1. You have no rights but the ones set out in black & white in this agreement.

3.2. Before reselling any Arc Multimedia Software Product, you must pay the Reseller discount price advertised when you obtained it, unless Arc Multimedia has agreed to a different price.

3.3. Your rights under this agreement only apply if you hold an Arc Multimedia acceptance into the program and receipt for payment for the products resold.

3.4. Arc Multimedia's web site http://www.arcdvdcopy.com/affiliate.htm lists Products that can be resold by Reseller, along with list price and Reseller purchase discount. Upon acceptance into the Program, Reseller shall have the right to purchase Products listed on Arc Multimedia's web site for resale to their End User customers. Arc Multimedia reserves the right to change the list of Products and price at any time without prior notice.

3.5. Product prices listed on Arc Multimedia's web site are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Arc Multimedia shall not charge sales tax on sales made to Reseller, since all sales are intended for resale to End Users. Reseller shall be responsible for assessment, collection, remittance, accounting, reporting, and all other such legal responsibilities of sales tax for Reseller's sales to End Users.

3.6. Reseller shall not purchase Product for Reseller's own use, or for resale to a sister company having the same effect, without express permission of Arc Multimedia.

3.7. Upon purchase of a Product, Arc Multimedia shall issue any registration codes necessary to unlock that Product for use by the End User. Reseller agrees to use each registration code for exactly one copy of Product sold to the End User, or as otherwise instructed by Arc Multimedia. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, unless otherwise authorized by Arc Multimedia.

4. Rights and obligations of Reseller

4.1. Reseller may only sell the Products to third parties (End Users). If Reseller, or a sister company, needs the Products for its own use, it shall purchase the Products directly from Arc Multimedia.

4.2. End Users shall be considered primarily to be the customer of Reseller. Arc Multimedia will honor Reseller's request to contact or not to contact End User in the normal course of business. However, Arc Multimedia reserves the right to maintain lists of End Users and contact End User if the need arises.

4.3. Reseller agrees to use its best efforts to conduct its business in an ethical manner and shall not conduct its business in a manner that would injure the reputation of Arc Multimedia or the Products, which reputation the parties agree is excellent. Further, Reseller shall avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper.

4.4. Reseller agrees to maintain a website where Products will be sold from. Reseller will also provide a non-free email address for communications between Arc Multimedia and Reseller.

4.5. Reseller shall not send or cause to be sent any unsolicited email (commonly known as "spam") or newsgroup postings, regarding Products. In the event of Reseller sending unsolicited email or newsgroup postings, this agreement will be terminated and all payments to Reseller will be withheld.

4.6. Reseller agrees not to divulge commission structures and other related confidential information to third parties.

5. Rights and obligations of Arc Multimedia

5.1. Arc Multimedia reserves the right to change the Products that a Reseller is allowed to sell. Should changes occur to the Products that the Reseller is allowed to sell, Arc Multimedia will attempt, but is not obliged to, inform Reseller of such changes by e-mail.

5.2. Nothing in this Agreement shall prohibit Arc Multimedia from selling Products directly to any customer desired without involvement of any obligation whatsoever to Reseller.

5.3. Arc Multimedia reserves the right to refuse Reseller the right to promote Arc Multimedia, Products, or any other affiliation with Arc Multimedia.

5.4. Arc Multimedia reserves the right to change any of the Products and prices as it sees fit.

6. What you may not do

You may not:

6.1. copy the software.

6.2. purport to give anyone else any rights in the software; Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, or reproduce Products except as provided for in this Agreement. Reseller shall not use any Product as the part of Reseller's own product or service without express written approval of Arc Multimedia.

6.3. do anything that might reveal the source code of the software;

6.4. change the software; Reseller may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation and permission is granted by Arc Multimedia.

6.5. allow anyone else to have your Reseller permissions; (i.e. The Reseller shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in the writing the express permission of Arc Multimedia).

6.6. do anything else not allowed in black & white by this agreement.

7. Acceptance and termination

7.1. This Agreement shall become effective on the date that the Reseller's application is approved by Arc Multimedia.

7.2. Once accepted into the Program, this Agreement between Arc Multimedia and Reseller shall remain in force until cancelled by either party; Without prejudice to any other rights, Arc Multimedia may cancel the Agreement at any time for any reason. And Reseller may cancel with no less than thirty (30) days written notice. Termination of the Agreement shall not relieve Reseller of the obligation to pay any monies due to Arc Multimedia. Upon termination, Reseller must remove all references and links to Arc Multimedia and shall lose all rights granted under this Agreement.

7.3. Both Arc Multimedia and Reseller agree that this Agreement does not establish an employer-employee relationship between Arc Multimedia and reseller. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense. Reseller shall not be construed to be a legal partner of Arc Multimedia. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

8. If you breach this license

If you breach this license, Arc Multimedia may:

8.1. terminate this agreement; and/or

8.2. exercise any other right it has under law.

9. Following termination

If this agreement is terminated, you must:

9.1. immediately stop reselling any Arc Multimedia software;

9.2. completely uninstall any and all copies of the software, Arc Multimedia Logos or other advertising materials for Arc Multimedia and it's products;

9.3. destroy any copies you have; and

9.4. if Arc Multimedia requires it, prove that you have done all those things.

10. Ownership

10.1. Reseller must not remove or alter any copyright notices or trademarks on the Products.

10.2. Reseller agrees that all of Arc Multimedia rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Arc Multimedia. Reseller shall act merely as a reseller of Products, and shall gain no rights over Arc Multimedia or Products.

Arc Multimedia is the sole owner of:

10.3. all title to and copyright in the software;

10.4. all copies of the software;

10.5. the trade mark names and logos Arc Multimedia and Arc Multimedia Worldwide.

Arc Multimedia is exclusively licensed:

10.6. to grant this Reseller License Agreement to you;

10.7. to use the trade mark names and logos Arc Multimedia.

11. Warranties

11.1. Arc Multimedia supplies the software as-is without any express warranties, and excludes any implied warranties that can be excluded under law.

11.2. You accept that the software may or may not work as you, or the End User, intend or suit your, or the End User's, purposes, even if Arc Multimedia was aware of them.

11.3. You choose to Resell the software based entirely on your own judgment and at your own risk.

11.4. Arc Multimedia makes no representations or warranties, express or implied, by way of example but not of limitation, of merchantability or fitness for any particular purpose. Arc Multimedia shall not be held to any liability with respect to any claim by Reseller or third party on account of or arising from the use of the Products.

12. Modification of agreement

12.1. Arc Multimedia may modify this agreement on notice to you in accordance with clause 13.

12.2. Otherwise, this agreement is not modified or waived by any action of either party.

13. Notices

13.1. If you have registered or resold any software with Arc Multimedia and supplied an email address, Arc Multimedia is deemed to have given you a notice when an email addressed to that address leaves Arc Multimedia mail server.

13.2. Alternatively, Arc Multimedia is deemed to have given you a notice when the notice has been published on its web site.

Arc Multimedia Reseller Program – © Arc Multimedia, Inc. 2002-2005 – All rights reserved.
http://www.arcdvdcopy.com

This notification must not be removed.

Arc Multimedia, Inc.