Elcomsoft's Reseller Agreement

You have to read this agreement before ordering our products for further distribution and therefore becoming our reseller. You will not be allowed to become a reseller of ElcomSoft software if you do not agree with the terms of this agreement. By filling out the registration form you indicate your acceptance of this Agreement. If you do not agree with terms and conditions of this Agreement do not fill out the Registration form. Hereby you are granted only a non-exclusive license to distribute our products worldwide.

1. Certain rights granted

Subject to the terms and conditions of this Agreement, ElcomSoft hereby grants You (Reseller) a non-exclusive right to distribute ElcomSoft software products (programs) worldwide.
If you find a third party willing to assist you with distribution of ElcomSoft products you have to contact ElcomSoft representatives first.
Suitable ElcomSoft copyright messages shall be used by Reseller in the course of distribution of ElcomSoft programs.
Reseller is allowed to use ElcomSoft trademarks, trade name and other indicia only in connection with products distribution subject to the terms and conditions of this Agreement in a manner approved by ElcomSoft.

2. Restrictions

You are not allowed to adopt, modify or alter ElcomSoft programs in any way.
You may not decompile, reverse engineer or obtain a source code of the program through other methods unless such activity is expressly permitted by applicable law.

You have to distribute our products only with end users license agreements.
You can not delete, alter or somehow modify ElcomSoft trade name, trademarks as well as other signs distinguishing the company.

3. Term and termination.

This Agreement has no time limitation.
Either party may terminate the agreement any time without cause upon providing another party a notice (written, fax or e-mail) 15 days before termination.
ElcomSoft reserves the right to modify terms and conditions of this agreement any time without cause. In this case a new version of the agreement will be placed on ElcomSoft web site.

4. Confidentiality.

Both parties agree to hold in strict confidence any information and material which is related to either party’s business or is designated as proprietary and confidential by either party in connection with the transactions contemplated by this Agreement

Each party agrees not to make use of such designated information and material other than for the performance of this Agreement, or as may be necessary in preparation of tax returns, legal counseling or ordered by the authorities. The parties obligations of confidentiality under this Agreement shall survive termination of the Agreement for a period of two (2) years.

The obligations here will not apply to any confidential information which is: (a) available to the public other than by breach of this Agreement by the receiving party; (b) rightfully received by recipient from a third party without confidential limitations; (c) independently developed by the receiving party’s employees; (d) known to the receiving party prior to the disclosure; or (e) hereinafter disclosed by the disclosing party to a third party without restriction on disclosure.

5. Applicable law

This Agreement is made under, and shall be governed by the laws of RUSSIA without reference to conflict of law rules and principles.
The courts within the Russian Federation shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.

6. Final provisions.

Any other conditions and requirements for eligibility to become a reseller will be decided upon individual request on case-by-case basis.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, unenforceable for any reason or inconsistent or contrary to any valid applicable laws in whole or in part, the inconsistent or contrary provision of this Agreement shall be null and void and the remaining provisions of the Agreement shall be unaffected thereby and the Agreement shall remain in full force and effect to the fullest extent permitted by law.