Reseller Agreement

TERMS & CONDITIONS

As notified during the on-line application process to become a DIVR Systems, Inc Reseller, the applicant hereby electronically agreed to and accepted the "Terms and Conditions" as specified below.

This agreement shall remain in full force and effect for a period of one (1) year, beginning from the date of its on-line acceptance, which indicates the acceptance of the Terms and Conditions of this agreement by the Reseller. This agreement shall automatically be renewed for additional one-year periods, unless either party notifies the other party in writing of its desire to discontinue the agreement at least thirty (30) days prior to the expiration of a term of this agreement.

Reseller agrees to maintain any required Technical and Sales Training/Certification in order to keep current on the product line, as determined by DIVR SYSTEMS, INC.

DIVR SYSTEMS, INC. retains all of its rights, title to, and ownership of all copyrights, trademarks, trade secrets, patents, and other intellectual property rights relating or applying to the Hardware or Software, herein referred to as "System" and any improvements or enhancements. Unless otherwise expressly set forth in this Agreement, Reseller has no right, title, or ownership interest in the System or any intellectual property relating to the System and shall not copy, reproduce, reverse engineer, decompile, disassemble, or otherwise use all or part of the System.

Reseller may not alter, modify or change the System, its packaging, or related materials without the prior written consent of DIVR SYSTEMS, INC.

Reseller agrees to comply with DIVR SYSTEMS, INC.’s reasonable requirements in connection with obtaining, maintaining, enforcing, or preserving any of DIVR SYSTEMS, INC.’s trademarks, trade names, or other proprietary rights within the United States. However, only DIVR SYSTEMS, INC. has the right to enjoin any infringement or registration by a third party of the trademarks, trade names, or other proprietary rights.

Reseller agrees not to use the trademarks, trade names, or other marketing names of DIVR SYSTEMS, INC., or any confusingly similar work or symbol, as part of Reseller’s own name or the names of the products it markets without DIVR SYSTEMS, INC.’s consent, which may be withheld at DIVR SYSTEMS, INC.’s absolute discretion.

Reseller acknowledges that the System and all information relating to the business and operations of DIVR SYSTEMS, INC. that the Reseller learns in connection with this Agreement is valuable, confidential, and proprietary information of DIVR SYSTEMS, INC. Reseller, for itself, its employees, contractors, consultants, and agents, agrees to (a) safeguard DIVR SYSTEMS, INC.’s confidential information with the same degree of care that Reseller uses to protect its own confidential information; (b) maintain the confidentiality of this information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available this information to any third party without the written consent of DIVR SYSTEMS, INC. Accordingly, in the event of any breach, DIVR SYSTEMS, INC. will be entitled to seek injunctive relief in addition to any other remedies that it may have at law or in equity.

Reseller agrees that it will not develop or co-develop System(s) and/or hardware that is identical or directly competes with DIVR SYSTEMS, INC. products and/or services during the period of the Agreement, and for a period of five (5) years after termination of Agreement.

Upon approval of credit, Reseller agrees that any advertising of DIVR SYSTEMS, INC. products must be approved in advance, in writing, by DIVR SYSTEMS, INC. Reseller agrees that all product purchases are to be ordered with an authorized company Purchase Order issued to DIVR SYSTEMS, INC. and agrees that payment terms are Net 30 days from invoice date. Credit approval from DIVR SYSTEMS, INC. must be obtained prior to any purchases, otherwise terms will be C.O.D or credit card basis.

Reseller discounts will be based on the completion of requirements in the following matrix:

Level	Discount off SRP	Requirements	DIVR Support

SILVER	15.00%	1. Acceptance of Agreement.	Phone Support purchased by reseller at - $75/Hr –2Hr Minimum

GOLD	25.00%	1. Acceptance of Agreement. 2. Completion of Sales & Technical Training. Note: Recurring training may be required as product line changes.	Free Basic Phone Support
		OR
GOLD	25.00%	1. Acceptance of Agreement. 2. Exceed $100K in DIVR product purchases.	Free Basic Phone Support

Platinum	35.00%	1. Acceptance of Agreement. 2. Exceed $250K in DIVR product purchases.	Free Basic Phone Support
		OR	.
Platinum	35.00%	1. Acceptance of Agreement. 2. Completion of Sales & Technical Training/Certification. Note: Recurring training may be required as product line changes. 3. Completion of one Customer DIVR Product Seminar in 5 remote branch office locations. 4. Minimum gross company revenues of $500Million /Yr. for the last 3-years.	Free Basic Phone Support
		OR	.
Platinum	35.00%	1. Acceptance of Agreement. 2. Completion of Sales & Technical Training/Certification. Note: Recurring training may be required as product line changes. 3. Create DIVR SKU #'s in company on-line catalog for customers to purchase on-line. 4. Minimum gross company revenues of $500Million /Yr. for the last 3-years.	Free Basic Phone Support

* Note: Discounts apply to DIVR Systems, Inc. hardware and software only. Third party products excluded from discount structure.

Unless Reseller instructs otherwise, DIVR SYSTEMS, INC. will determine the shipping and packaging method for the System. All shipments will be F.O.B. from DIVR SYSTEMS, INC.’s warehouse or manufacturing facility. DIVR SYSTEMS, INC. will bear the risk of loss until a shipment has been placed on board the carrier, at which time the risk of loss will be borne by Reseller. Any claims for damage or loss in transit will be placed by Reseller through the carrier. All shipments will be shipped by DIVR SYSTEMS, INC. freight collect, or if prepaid, freight charges will be subsequently billed to Reseller, and Reseller will reimburse DIVR SYSTEMS, INC. DIVR SYSTEMS, INC. reserves the right to deliver in advance of estimated delivery dates. Systems held or stored for Reseller after an agreed upon delivery date shall be held or stored at Reseller’s sole expense and risk. At Reseller’s option, DIVR SYSTEMS, INC. will insure the shipments against damage to or loss of the System. Any such shipping insurance provided by DIVR SYSTEMS, INC. will subsequently be billed to Reseller, and Reseller will reimburse DIVR SYSTEMS, INC. DIVR SYSTEMS, INC. will retain title for each shipment until DIVR SYSTEMS, INC. has received full payment for the shipment, at which time title shall pass to Reseller.

Reseller will inspect shipments of the System promptly upon receipt at the shipping destination and may reject any units of the System that significantly fail to meet the System Specifications as described in the DIVR system documentation. Shipments of the System not rejected by written notification to DIVR SYSTEMS, INC. within seven (7) calendar days of receipt are deemed accepted. Rejected units of the System will be returned freight prepaid to DIVR SYSTEMS, INC. within five (5) calendar days of rejection. Prior to returning any rejected System, Reseller will obtain a Return Merchandise Authorization (RMA) Number from DIVR SYSTEMS, INC. DIVR SYSTEMS, INC. will, at its option and expense, either repair or replace any properly rejected and returned System. With respect to any System properly rejected and returned pursuant to this Section, DIVR SYSTEMS, INC. will prepay transportation charges back to Reseller and will reimburse Reseller for any costs of transportation incurred by Reseller in connection with the return of the System to DIVR SYSTEMS, INC. In all other cases, Reseller shall pay transportation charges in both directions. The party shipping the System pursuant to this Section shall bear the entire risk of loss during shipment. Any insurance proceeds payable as a result of any loss incurred during this shipment will be paid to the party bearing the risk of loss.

If under any circumstance a payment transaction for a Product is reversed, the net amount of the reversal will be deducted from any outstanding balances due to DIVR SYSTEMS, INC. If returns exceed sales in any given month, DIVR SYSTEMS, INC. agrees to make payment sufficient to cover returns. DIVR SYSTEMS, INC. will accept the return or exchange of any normally stocked product purchased from DIVR SYSTEMS, INC. which is unopened for up to 30 days after the date of purchase. All defective products must be returned within seven (7) days of receipt. A defective product may be exchanged for the same title only and, in this case, the entire package (box, contents, and product-registration card) must be included. DIVR SYSTEMS, INC. shall allow Reseller to return any Products that have been opened by Reseller or its distribution channel, provided such products are complete and in original condition. Software in which the software packaging seal is broken is considered sold and cannot be returned for any reason. Any return freight fees shall be paid by Reseller. If any hardware products are defective, they will be exchanged by DIVR SYSTEMS, INC. based on DIVR SYSTEMS, INC.'s standard warranty and upon approval of a Return Material Authorization (RMA) form submitted to DIVR SYSTEMS, INC. Software product returns will not be allowed if software product seal is broken. All returns are subject to a 15% re-stocking charge.

Reseller shall be responsible for all sales taxes, use taxes, withholding taxes, value added taxes, import and export taxes and any other similar taxes imposed by any federal, state, provincial or local governmental entity or any government entity in the Territory on the transactions contemplated by this Agreement, excluding taxes based on Vendor's net income. When Vendor has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Reseller unless Reseller provides DIVR SYSTEMS, INC. with a valid tax exemption certificate authorized by the appropriate taxing authority.

Reseller understands and acknowledges that the System and other materials made available to it under this Agreement may be subject to the export regulations of the United States Department of Commerce and other United States government regulations related to the export of technical data, equipment, and products. Reseller is familiar with and agrees to comply with all applicable export regulations, including any future changes or amendments.

Reseller will be responsible for obtaining all necessary foreign governmental authorizations, including, without limitation, any import licenses and foreign exchange permits. If requested to do so, Reseller will provide DIVR SYSTEMS, INC. with proof of compliance with all necessary foreign governmental authorization. Reseller, not DIVR SYSTEMS, INC., will bear all risks and costs if any authorization is delayed, denied, revoked, restricted, or not renewed. If this Agreement is terminated for any reason, DIVR SYSTEMS, INC. will be entitled to any rights Reseller may have acquired in any governmental approvals, authorizations, or permits, and Reseller agrees to use its best efforts to effect the transfer of interest in such to DIVR SYSTEMS, INC.

This Agreement shall be governed by and construed in accordance with the laws of the State of California. The federal and state courts residing in Kern County, California, shall have jurisdiction over any claim brought under this Agreement, and the parties hereby consent to the personal jurisdiction of such courts.

In case any provision of this Agreement shall, for any reason, be held to be invalid, unenforceable, or illegal, such provision shall be severed from this Agreement, and such invalidity, unenforceability, or illegality shall not affect any other provisions of this Agreement.

In the event of any dispute between the parties arising out of this Agreement, the dispute shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties. In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative, and the two party representatives shall, between themselves, choose an arbitrator.

In the event of any dispute between parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorney fees and costs.

Either party may terminate the relationship described herein at any time in written notice to the other if the other party fails to perform any material obligation contained herein and does not remedy the breach within thirty (30) days following receipt of such notice. Notices will be sent to the business contacts as specified during the on-line application to become a DIVR SYSTEMS, INC. reseller by certified returned receipt mail and will be deemed delivered upon receipt. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California.