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STEP 1 Software Distribution Agreement
Please read the following software distribution agreement carefully and select either "Accept" or "Decline". And then, click Next to proceed to the next step.

Note: If you do not accept the reseller agreement, you will not be able to register yourself as our reseller.
Software Reseller Agreement
NETSARANG COMPUTER, INC. SOFTWARE RESELLER AGREEMENT


This is an International Software Reseller Agreement (“Agreement”) between NetSarang Computer, Inc., a corporation with its principal place of business at Technomart 21, #2718, Kuei-dong, Kwangjin-ku, Seoul, South Korea (hereinafter “NetSarang”) and the Applicant Reseller (hereinafter “Reseller”). By submitting an application, the Reseller and NetSarang agrees as follows:

WHEREAS, NetSarang develops and markets certain commercial computer software in the field of network connectivity software.

WHEREAS, Reseller assures NetSarang that it has the facilities, personnel, and technical expertise to market the Products to End-Users in the Territory.

WHEREAS, Reseller wishes to obtain, and NetSarang is willing to grant Reseller, a nonexclusive license to resell the Products for sublicensing to End-Users in the Territory (as such terms are defined below).

NOW, THEREFORE, NetSarang and Reseller, intending to be legally bound, hereby agree as follows:


1. Definitions 

For purposes of this Agreement, the following terms shall have the respective meanings indicated below:
1.1. “Reseller” An entity that is licensed to sublicense the Product to End-Users under terms and conditions wholly consistent with ‘Responsibilities of Reseller’ under this Agreement. 
1.2. “End-User” Direct customer of the Reseller or a Dealer who is authorized by NetSarang pursuant to an End-User License Agreement to use the Product for End-User’s internal business or academic purposes. 
1.3. “End-User License Agreement” The written license in the form specified by NetSarang as it may be in effect from time to time pursuant to which the End-User obtains the limited license to use the Products. NetSarang may include the terms of one or more forms of Support Agreement. 
1.4. “Intellectual Property Rights” The intangible legal rights or interests evidenced by or embodied in any work of authorship, including copyrights, patents and trademarks and any moral rights recognized by law; and any other similar rights on a national and worldwide basis. 
1.5. “Product or Products” Software packages comprised of  
1.5.1. Computer programs, in object code form only, on software CD or other media as further described in Schedule A attached hereto, including subsequent releases and versions and 
1.5.2. Documentation. The parties may add additional products to this Agreement with a written document signed by both parties.  
1.6. “Documentation” Online user guides, reference manuals, and other materials developed by NetSarang for distribution and use in combination with such computer programs. 
1.7. “Territory” The countries and states set forth in Schedule B attached hereto. 


2. Agreement Duration/Termination 

This agreement will begin upon our acceptance of your Reseller Agreement application and will end when terminated by either party. Either party shall have the right to terminate this Agreement at any time, without cause, upon giving thirty (30) days’ written notice. On termination, Reseller shall remove all signs or other evidence identifying reseller with NetSarang. Neither party shall be responsible to the other party for any costs or damages resulting directly and solely from the termination of this Agreement.
If the reseller fails to comply with any of the provisions contained in this Agreement, NetSarang shall have the right to terminate this Agreement immediately without prior notice or legal proceeding. NetSarang shall have the right to commence the appropriate legal proceeding in order to recover costs, losses and damages as a result of the failure to comply. Upon termination, the Reseller must immediately discontinue the use and redistribution of the Software.


3. Grant of Rights 

3.1. License. NetSarang hereby grants to Reseller, and Reseller hereby accepts from NetSarang, a nontransferable, nonexclusive right and license to distribute the Products solely: 
3.1.1. To End-Users solely in accordance with the Territorial Restraints. 
3.1.2. To Dealer located in the Territory that distributes to End-Users solely in accordance with the Territorial Restraints. 
3.2. Use of End-User Agreements. Reseller is authorized to license Products to End-Users only under the NetSarang Computer End-User License Agreements as it may be in effect from time to time. Reseller shall require Dealers to license Products to End-Users only under the NetSarang Computer End-User License Agreement as it may be in effect from time to time. 
3.3. Reservation of Rights. NetSarang reserves all rights not specifically granted to Reseller hereunder. Except for the limited nonexclusive license for the Products granted by this Agreement, NetSarang does not convey any rights to Reseller. 
3.4. Modification. Reseller may, under no circumstances, modify the source code, installer, or executable of NetSarang products. Unless granted permission, reseller must direct End Users to download NetSarang products directly from NetSarang’s official website (www.netsarang.com). 


4. Responsibilities of Reseller 

4.1. Reseller Personnel. Reseller shall train and at all times maintain in its employ at least one application consultant and salesperson proficient in the usage of the Products and shall require that its Dealers do the same unless such Dealers are so small that it would be unreasonable to do so. Reseller shall, upon request, inform NetSarang of the identity of such persons employed by Reseller and its Dealers. 
4.2. End-User Implementation. Reseller and/or its Dealers may provide End-Users with installation services and may charge End-Users for such services at such prices as Reseller may determine. 
4.3. End-User Training. Reseller agrees to make available training in the use of the Product for End-Users. Reseller may charge End-Users for such services at such prices as Reseller may determine. 
4.4. Representations. Reseller shall 
4.4.1. Make no false or misleading representations with regard to NetSarang or the Products. 
4.4.2. Refrain from making any representations with respect to the Products that are inconsistent with or go beyond the literature distributed by NetSarang. 
4.5. Market Conditions. Reseller shall provide information from time to time, at the request of NetSarang, on matters relating to market conditions, sales forecasting, and product planning. Reseller shall advise NetSarang promptly concerning any charges, complaints, or claims by End-Users or other persons about NetSarang or Products. 
4.6. Marketing Report. Reseller agrees, upon request, to provide NetSarang with a Marketing Report for each calendar quarter reviewing significant marketing and sales activity during the quarter. Such Report shall also include projected marketing initiatives and sales forecasts for the forthcoming calendar quarter. 
4.7. Website Marketing in Local Language Reseller agrees to offer the latest NetSarang products and services on their official company website and offer clear and up-to-date information to local users. 
4.8. Customer Support Reseller must provide End Users with technical customer support when requested by the End User. If Reseller is unable to comprehensively provide the support required, Reseller must refer these support cases to NetSarang and notify NetSarang immediately. Any bugs brought to the attention of Reseller must immediately be forwarded to NetSarang. 


5. Promotional Efforts  

5.1. Promotional Efforts. Reseller shall use its best efforts to promote and market the Products to End-Users in the Territory. Reseller shall also require that its Dealers use its best efforts to promote and market the Products to End-Users in the Territory. Reseller may advertise the Products and may permit its Dealers to advertise the Products in advertising media, including advertising and promotion on the World Wide Web provided that the primary audience or circulation is located in the Territory. Reseller agrees, at all times, to maintain facilities, personnel, and technical expertise reasonably sufficient to market the Products to End-Users and to requires its Dealers to do likewise. 
5.2. Sales Targets. After consultation with Reseller, NetSarang may set sales targets for Reseller on a yearly or other periodic basis. 


6. Modification 

By forwarding a Change Notice or a New Agreement on this site, we may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. If you continue participation in the program following the forwarding of a Change Notice or New Agreement, it will be considered as your acceptance of the change.


7. Limited Liability 

We will not be liable for indirect, special, or consequential damages or any loss of revenue, profits, or data arising in connection with the agreement or the software program, even if we have been advised of the possibility of such damages. Furthermore, our aggregate liability arising with respect to this Agreement and Program will not exceed the total commissions paid or payable to you under this Agreement.


8. Terms of payment 

8.1. Payment. Advanced payment is required for the first order. Reseller is required to make advanced payment for any subsequent orders unless Reseller has been pre-approved for a line of credit or has signed other payment terms with NetSarang. Reseller specific payment terms and interest for overdue invoices are set forth in Schedule D.  
8.2. Currency. Payment in USD will be accepted. 
8.3. Payment method. NetSarang will accept check, wire transfer and credit card. All payment should be made to our global sales & marketing office located in the U.S.A. listed in Schedule D. If Reseller wishes to pay by wire transfer, payment can be remitted to the bank listed in Schedule E. 


9. Pricing 

9.1. Suggested List Prices 
Pri9.es for NetSarang, Inc.’s products will be made available in online Reseller page to qualified resellers. NetSarang, Inc. will notify resellers of changes in prices for its products and the basis therefore. Notwithstanding the foregoing, NetSarang, Inc. may change the commercial list prices for the products upon fifteen (15) days notice. Any price change shall apply to purchase orders placed after the expiration of the fifteen (15) days notice period.
9.2. Prices to Reseller 
The9.reseller prices are set forth in our reseller support site. We may change the reseller price of any product on fifteen (15) days prior notice.
9.3. Discount Level 
Discount level for Reseller is set forth in Schedule C.


10. Order Processing 

10.1. Order procurement and invoicing will be processed by NetSarang’s global sales & marketing office, NetSarang, Inc., located in the U.S.A.   
10.2. Customers who purchase products and services through Reseller will be deemed to be customer of NetSarang. 
10.3. NetSarang will provide an account and a password that allows Reseller to process orders for Reseller’s customer by filling out the required information on NetSarang’s website. 
10.4. Prices and availability of our products and services may vary from time to time. NetSarang policies will always determine the price paid by the customer. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies. 


11. Refunds 

Your customer has right to refund. Reseller agrees to notify NetSarang for any refund request within 2 business days. Request must be made within 30 days from the date of purchase. Refund amount can be deducted from the next payment or can be wire transferred. Any bank service charge associated with refund process will be deducted from the refund cost.


12. Confidentiality 

12.1. Both parties acknowledge that during the course of this agreement, acquiring information or knowledge of the other party, which is confidential. Both parties hereby undertake that will treat such information as confidential and will not disclose any such information to any third party, or use information other than in the pursuance of the objectives of this agreement. 
12.2. The undertaking to treat information confidentially is a continuing obligation to apply both during the term of this agreement and after termination. 


13. Intellectual Property 

You should recognize and acknowledge that all intellectual rights of whatever nature relating to our products are the property of us. You hereby undertake not to use any intellectual property rights relating to any products of us other than for the purpose of marketing and selling the products.


14. Disclaimers 

14.1. We make no express or implied warranties or representations with respect to the Reseller Program or your potential to earn income from the NetSarang Reseller Program. 
14.2. No commission is paid on your original purchase of any NetSarang products. In other word you cannot buy from yourself or be your first purchase for the sole purpose of discounting your own software purchase. 
14.3. By submitting the Reseller Agreement form, you acknowledge that you have carefully read the reseller agreement and agree the all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement. 


15. Governing Law 

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUCTED UNDER KOREAN LAW. SIGNED AND AGREED FOR AND ON BEHALF OF: NETSARANG COMPUTER, INC.

Schedule A. Products 
* Xmanager Power Suite® 5  
* Xmanager® Standard 5 
* Xshell® 5 
* Xftp® 5 
* Xlpd® 5 
* All subsequent versions released hereafter  

Schedule B. Territory 
* Country of  reseller’s origin for non-exclusive distribution unless otherwise explicitly stated. 
* Other countries that are not bound on other resellers for non-exclusive distribution. 

Schedule C. Pricing 
Reseller will receive discount pricing on approval of reseller agreement. Reseller’s discount level may change depending on internal evaluations of the Reseller as well as the activity level of the Reseller in regards to sales. Reseller may, at any time, contact NetSarang to confirm their discount level.

Schedule D. Payments 
Reseller is expected to make the full payment in advance for the first order. Any subsequent orders must be paid in full prior to receiving the license unless different payment terms are pre-approved by NetSarang.

In the case of submitting payment by check,, all checks should be remitted to the following address:

    NetSarang, Inc. 
    4701 Patrick Henry Dr. BLDG 22, Suite 137
    San Jose, CA 95054, U.S.A.

In the case of submitting payment by wire transfer, all payments should be remitted to the bank listed on NetSarang invoices.

Reseller can apply for a line of credit for NET30 payment terms by submitting the Credit Application form and submitting it to sales@netsarang.com. Credit application shall be provided upon request.

Invoices not paid within 30 days are subject to 1.5%/Mo. (18%/YEAR) interest charge.

Schedule E. Bank Information for Payment Remittance

Bank name: Wells Fargo
Bank City/State: San Francisco, C
A SWIFT address: WFBIUS6
S Routing transit number: 12100024
8 Account number: 364897237
4 Account title: NetSarang, Inc
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