VALUE-ADDED RESELLER AGREEMENT
THIS AGREEMENT is made and entered into as of Dec 10, 2007 (herein called the “Effective Dateâ€) by and between Splinternet Holdings, Inc. a Delaware corporation with its principal place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (“RESELLERâ€) and VIDIATION, LLC, a limited liability company organized and existing under the laws of the State of Nevada, and having a principal place of business located at 108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its heirs and assigns (“VIDIATIONâ€).
WHEREAS, VIDIATION has developed technology related to analyzing streams of surveillance video and/or utilizing surveillance video equipment in conjunction with proprietary software or other technology to detect radiation and/or other hazardous or dangerous conditions (the “Technologyâ€);
WHEREAS, RESELLER distributes certain products and/or services and wishes to incorporate, embed or make use of VIDIATION’s technology in conjunction with such products or services; and
WHEREAS, VIDIATION seeks channel or alliance partners to resell and distribute its Technology and RESELLER wishes to serve as a channel or alliance partner of VIDIATION.
For good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, IT IS HEREBY AGREED as follows:
ARTICLE 1. DEFINITIONS
1.1 “Party†or “Parties†shall, as the content indicates in this Agreement, mean VIDIATION and RESELLER and their respective successors and/or assigns.
1.2 “Affiliate†shall mean, with respect to a Party, any Person now or in the future directly or indirectly controlling, controlled by, or under common control with such Party.
1.3 “Person†shall mean any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, government body or agency or other entity not actually a Party to this Agreement.
1.4 “The Products†shall mean systems (including software), apparatuses or devices developed, manufactured, acquired, marketed or sold by VIDIATION, which systems, apparatuses or devices are listed in Appendix A hereto or as amended from time to time.
1.5 “Application†means a value-added application, surveillance solution, computer program, system, equipment or product which is developed or assembled and distributed by RESELLER and which embeds, integrates, makes use of or incorporates one or more VIDIATION Products.
1.6 “Basic Maintenance†means VIDIATION’s maintenance program which offers new releases (other than those designated as new products by VIDIATION) for existing Products during a twelve month period for an annual fee payable in advance. VIDIATION reserves the right, in its sole discretion, to change the form and content of its maintenance program from time to time and will provide RESELLER with a thirty (30) day advance notice of any such change(s).
1.7 “End User†means any third party individual, business or governmental customer of RESELLER which acquires one or more Applications for personal or internal business use, and not to transfer to others.
1.8 “Level 1 Support†means VIDIATION’s support program that provides telephone support during VIDIATION’s normal business hours, and Basic Maintenance for existing Products during a twelve month period for an annual fee payable in advance. VIDIATION reserves the right, in its sole discretion, to change the form and content of its maintenance program from time to time upon notice and will provide RESELLER with a thirty (30) day advance notice of any such change(s).
1.9 “Level 2 Support†means VIDIATION’s support program that provides twenty-four hours per day and seven days per week telephone support, and Basic Maintenance for existing Products during a twelve month period for an annual fee payable in advance. VIDIATION reserves the right, in its sole discretion, to change the form and content of its maintenance program from time to time upon notice and will provide RESELLER with a thirty (30) day advance notice of any such change(s).
1.10 “Level 3 Support†means assistance or troubleshooting in cases which are deemed too difficult or involved to be handled by Level 2 Support and include cases involving the reproduction of high severity/difficulty issues, those of which require verification of problem reproduction developed by Level 2 Support staff, and those which involve undocumented features or functionality.