RESELLER AGREEMENT (“AGREEMENT”)

1. RESELLER ARRANGEMENT
   • Reseller Appointment. Subject to the terms and conditions of this Agreement, Fiery, LLC (“Fiery”) appoints and Reseller hereby accepts such appointment, to act, during the term of this Agreement as a non-exclusive Reseller authorized to market, resell and support Fiery’s proprietary products (the “Products” which, for the purposes of the indemnity in Section 7, shall include the Documentation, defined in Section 3.2 below) directly to end users and those resellers or distributors that are part of Reseller’s regular distribution channel, (“Customers”). If Fiery requests that Reseller obtain certification for a certain Product, which indicates that the Reseller has completed the requisite training for such Product, then Reseller cannot order and has no right to distribute such Product, unless Fiery determines that Reseller has successfully passed and maintained certification for such Product. Reseller shall bear all expenses of such certification.
   • Non-exclusive Appointment. Reseller acknowledges that its appointment under this Agreement is non-exclusive only. Fiery retains the right to market or sell, directly or indirectly, or distribute any and all Products worldwide without restriction. Fiery may grant the same, similar and/or any other such rights to any other entity, including without limitation to other resellers, distributors, dealers and original equipment manufacturers.
   • Prior Agreement(s) Superseded. The parties hereby agree that this Agreement supersedes and replaces any and all existing and/or prior agreements with Reseller (and any of Reseller’s subsidiaries) regarding the distribution of Fiery products and services. The parties hereby agree that all such existing and prior agreements are no longer effective and are hereby cancelled without prejudice to any accrued rights of Fiery under such agreements.
2. PRICES, ORDERS, DELIVERIES AND PAYMENT
   • Prices and Taxes. The then-current Fiery prices shall apply to Reseller’s purchase orders. All sums payable by Reseller under this Agreement are expressed exclusive of Value Added Tax (“VAT”), which shall be paid by Reseller at the prevailing rate. Fiery reserves the right to change prices without any advance notice. Reseller shall not advertise any of the Products as free. All prices and delivery terms are Ex Works (“EXW”) (as defined in 2010 IncoTerms) the manufacturing plant(s) designated by Fiery, and title and risk of loss shall transfer to Reseller at such manufacturing plants. In addition to all applicable prices and fees, Reseller shall pay (or at Fiery’s option reimburse Fiery) for any and all taxes, customs, duties, freight, insurance, shipping and related expenses. All Product updates and upgrades are charged items. 
   • Orders and Acceptance. Orders shall not be deemed accepted or binding without written notification of acceptance from Fiery. This Agreement shall govern all Reseller orders, and nothing contained in Reseller’s purchase orders or other communications shall in any way modify this Agreement.
   • No liability. Fiery shall use commercially reasonable efforts to deliver Products at the time specified either in its quotation or in its written acceptance of Reseller’s purchase orders, subject to unforeseeable delays outside the reasonable control of Fiery. In the event that Fiery experiences a delay in the delivery of Products for any reason, Fiery shall promptly notify Reseller, and Fiery and Reseller shall discuss a plan to minimize delay. Fiery shall not be liable to Reseller, or to any third party, for failing to deliver an order, failing to deliver an order correctly and/or failing to meet a delivery date unless such failure is attributable to Fiery’s negligence or willful misconduct. If any order exceeds inventory, orders shall be fulfilled to the extent determined by Fiery based upon Fiery’s allocation of available inventory.
   • Payment. Payment for Products shall be made in U.S. Dollars as indicated on the then current price lists for the Products. Reseller shall pay all invoices within thirty (30) days of the invoice date. Fiery shall issue all invoices upon shipment. Any amount not paid when due shall be subject to a service charge equal to the maximum amount permitted by law. Unless otherwise specified by Fiery, payments shall be wired to a Fiery bank account, as provided by Fiery and as may be updated from time to time.
3. OWNERSHIP
   • Ownership. All right, title and interest, including without limitation all intellectual property rights, in and related to the Products and all improvements, derivative works and modifications thereof, are solely owned by and shall remain with Fiery and its licensors and suppliers. Reseller shall not, and shall not permit any third party to, copy, make copies of, translate, localize, disassemble, decompile, reverse engineer, attempt to discover the source code of, modify, create derivative works of and/or in any way change any part of the Products, including without limitation the documentation, packaging, notices and trademarks. However, the parties hereto may execute an Amendment to this Agreement to grant Reseller a limited license to translate certain end user documentation, sales collateral and marketing materials for certain Products.
   • Limited License. Subject to all the terms and conditions of this Agreement, Fiery grants to Reseller during the term of this Agreement the non-exclusive, non-transferable revocable right and limited license (i) to display and use the Products and related documentation (“Documentation”) for the purpose of demonstrating the Products and (ii) to provide support services to Customers as contemplated under this Agreement. Except for the limited license granted in this Section, no other license or right of any kind is granted, whether by implication, estoppel or otherwise. 
   • Software License Restrictions. Reseller shall not appoint any other person, firm, or entity as a reseller, sub-distributor or agent for the Products, except as permitted under this Agreement. Reseller shall not, for itself, any affiliate of Reseller or any third party: sell, sublicense, assign, or transfer the Products or any Documentation, except as permitted under this Agreement; or copy the Products or Documentation except as expressly permitted hereunder or to the limited extent permitted by applicable and mandatory national law. Any software included in or with the Products (“Software”) is subject to license and not sale. Reseller shall distribute the Products pursuant to Fiery’s standard software end user license agreement (“EULA”) that may be changed from time to time by Fiery and its licensors and suppliers. A copy of Fiery’s current EULA, can be found at https://www.fiery.com/wp-content/uploads/sites/3/2023/10/Fiery-EULA-2024-1.pdf. In jurisdictions in which an enforceable copyright covering the Software exists, such license agreement may be enclosed in the packaging of the Products. Fiery, or such other party from which Fiery has acquired the right to grant such license, shall retain full title to the Software and all copies thereof. Neither Reseller nor its Customers shall have any access to or rights in the Software source code. Neither Reseller nor its Customers shall have the right to copy, modify, reverse engineer, de­ compile or disassemble the Software or any portion thereof.
4. OBLIGATIONS OF RESELLER
   • Marketing and Support. Reseller shall (i) maintain a staff of qualified sales and service personnel to perform its obligations hereunder, (ii) actively promote, market, resell and support the Products (iii) to the extent that Reseller performs in its usual operation, maintain accurate records of all Customers to which Reseller sells Products and (iv) to the extent that Reseller performs in its usual operation, maintain accurate records of all support services provided to Customers. If and as required by provisions of applicable law, Reseller agrees to obtain and document Customers’ specific consent for use of Customers’ data in accordance with and for the purposes contemplated in this Agreement, and otherwise to comply with all applicable law as well as the privacy policies of Fiery (as amended from time to time and available at https://www.fiery.com/legal/privacy/) and Reseller in connection with the collection, storage, access and use of Customers’ data. Except as expressly stated in a fully executed Amendment hereto, Reseller shall provide all customer and technical support for the Products, including all installation, configuration, training, on-site services, and customer and technical support to end users.
   • Representations and Third-Party Agreements. Reseller agrees and represents that it will not make representations, warranties, agreements or arrangements related to the Products that exceed the limited warranties and/or are inconsistent with the other terms and conditions in this Agreement. Reseller agrees and represents that all third-party agreements and arrangements concerning the Products shall not state terms inconsistent with the terms and conditions of this Agreement. Other than as permitted hereunder, Reseller shall refrain from (i) entering into any agreement or arrangement with any third party which imposes any legal obligation or liability of any kind whatsoever on Fiery; (ii) signing Fiery’s name to any commercial paper, contract or other instrument; or (iii) incurring any debt to a third party payable by Fiery. In the event a member of Reseller’s distribution or reseller channel commits an act or omission, which if taken by Fiery would be a violation of this Agreement, Fiery may, after providing ten (10) days’ written notice to Reseller and a failure of Reseller to cure or cause the cure of such violation within such time period, terminate this Agreement immediately.
   • U.S. Government Restricted Rights. The software, documentation and technical data provided in connection with the Products have been developed entirely at private expense. As defined in FAR 2.101, DFARS 252.227-7014(a)(l) and DFARS section 252.227-7015 (and any equivalent or subsequent agency regulation thereof), each such item is a “commercial item” and/or “commercial computer software.” In all proposals or agreements with the United States Government and any contractor therefor, Reseller will identify, mark and license all such items as follows: 
     • Use, duplication or disclosure of the Software and documentation by the United States Government is subject to restrictions as set forth in FAR 12.212 or OFARS 227.7202-3 – 227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-14, Restricted Rights Notice (June 1987) Alternate III(g)(3)(June 1987) or FAR 52.227-19 (June 1987). To the extent any technical data is provided pursuant to the Agreement, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. Government, is subject to limited rights as set out in DFARS 252.227.7015 (November 1995) and DFARS 252.227-7037 (September 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. The name of the Contractor is Fiery, LLC. 
   • Action by Reseller Employee and Agents. The Reseller is solely responsible for all of its employees, agents, and contractors, including without limitation all labor costs and expenses.
5. TRADEMARKS AND NOTICES
   • Trademarks. Fiery grants Reseller a non-exclusive, non-transferable, limited license to use those trademarks, service marks and trade names used on or in conjunction with the Products (“Trademarks”) solely in connection with the marketing and sales of the Products in accordance with and during this Agreement. Reseller shall use the Trademarks in accordance with instructions from Fiery, which Fiery may revise. Reseller agrees to cooperate with Fiery in facilitating Fiery’s monitoring and control of the nature and quality of the Products and related marketing materials and to supply Fiery with specimens of use of the Trademarks upon request. Reseller acknowledges the validity of the Trademarks and the ownership of the Trademarks by Fiery and its suppliers and licensors. All such Trademarks shall bear the designation “™” or the designation “®”, as specified by Fiery. All goodwill and reputation which accrues to any Trademarks in the course of Reseller’s business shall automatically vest in Fiery and its suppliers and licensors without any separate or additional consideration of any kind to Reseller, and Reseller agrees to take all such reasonable actions necessary to effect such vesting. Upon notice from Fiery, Reseller shall discontinue use of any marketing literature or promotional materials that Fiery no longer deems acceptable.
   • Notices. Reseller shall not remove, alter or obscure any patent, trademark, copyright or other notice or marking in or on any Product.
   • Prohibition of Similar Trademarks. Reseller shall use commercially reasonable efforts not to adopt, use, register, make application for or attempt to register any Trademark or other marketing name or acronym of Fiery or any confusingly similar mark, uniform resource locator (URL), Internet domain name or symbol of Fiery as part of Reseller’s own name or the name of its affiliates or as the name of any product Reseller markets. This Section 5.3 shall survive the termination or expiration of this Agreement for five (5) years thereafter.
6. WARRANTY AND DISCLAIMERS
   • Limited Warranties. Fiery warrants to the original end user only for ninety (90) days from such end user’s purchase date that the software portion of the Products, if used as authorized in accordance with Fiery specifications, will perform in material accordance with the specifications without significant errors that make it unusable. Fiery warrants that any Fiery services, to the extent provided, included in any of the Products shall be performed consistent with generally accepted applicable industry standards. Fiery makes no warranty or representation that the Products will meet any end user’s specific requirements, that the operation of the Products will be secure, uninterrupted or error free, or that all defects in the Products will be corrected. Fiery makes no warranty, implied or otherwise, regarding the performance or reliability of any third-party products (hardware or software). Incorporation into the Products of any third-party products other than as authorized by Fiery will void all warranties, and Fiery’s limited warranty shall not extend to errors or malfunctions resulting from incompatibility of the Products with third party products or software. In addition, use, modification and/or repair of the Products other than as authorized by Fiery will void all warranties. 
   • Disclaimer. To the maximum extent permitted by applicable law, except for the express limited warranties set forth in this Section, Fiery makes no representations or warranties to any person or entity relating to any of the products or services, whether express, implied, statutory, or in any other provision of this Agreement or any other communication, and they specifically disclaim all implied warranties and conditions, including those of security, merchantability, fitness for a particular purpose and/or non-infringement of third party rights. There is no warranty or representation that the operation of the Products will be uninterrupted, fault-tolerant, secure or error-free. To the maximum extent permitted by applicable law, the sole liability of Fiery, and the sole remedy, relating to any and all applicable warranties shall be, at their option, to repair the defective Product, replace the defective Product, re­ perform the defective services, or provide a refund for the price paid hereunder for the defective Product or services. Except as provided in this Section, there shall be no refunds, returns, exchanges or replacements with respect to any Products or services. 
7. INDEMNIFICATION
   • Nothing herein contained shall be construed as a representation or warranty by Fiery that the Products will be free from infringement or violation of any patent, copyright, trade secret or any other intellectual property right of any third party. Fiery’s liabilities set forth in this Section below shall constitute the entire liability to be taken by Fiery for or with respect to infringement of any intellectual property right of any third party.
   • Fiery shall defend and/or settle any claim, action, suit or proceeding brought against Reseller insofar as such claim, action, suit or proceeding is based on a claim that the Products supplied by Fiery pursuant to this Agreement constitutes a direct infringement of any duly issued patent or copyright, trade secret or any other intellectual property right (“Reseller Claim”), and shall indemnify the Reseller against costs, legal fees, other expenses, and damages required for such defense or settlement of the Reseller Claim; provided, however, that Fiery shall have no obligation unless: (a) Reseller immediately notifies Fiery in writing in a timely manner once Reseller becomes first aware of the Reseller Claim, (b) Reseller provides Fiery with copies of all documents received by the Reseller relating thereto, and (c) Reseller gives Fiery full authority, sole control and full cooperation and assistance necessary to defend or settle such Reseller Claim. Fiery shall pay all costs, legal fees, other expenses, and damages required upon entry of a final non­appealable judgment issued to third parties against Reseller by a court of competent jurisdiction. Fiery shall not be responsible for any compromise or settlement made without Fiery’s written consent. Reseller shall make no admissions of fault or liability on part of Fiery.
   • Notwithstanding the provisions of this Section above, Fiery shall not be responsible, liable or obligated to defend or settle the Reseller Claim or indemnify any Indemnified Parties if the infringement arises out of (i) compliance with Reseller’s requirements, drawings or specifications, (ii) any addition or incorporation to or modification of Products at Reseller’s request, (iii) any combination of the Product with any other products not provided by Fiery (including without limitation with Reseller’s products or proprietary information), or (iv) use of Products in the practice of a process or system other than that for which they were intended. Fiery shall provide reasonable co-operation to the Indemnified Parties in discussing how to defend or settle any claim, action, suit or proceeding brought against Indemnified Parties insofar as such claim, action, suit or proceeding is based on a claim that the combination of the Products with any other software or hardware products not provided by Fiery (including without limitation with Reseller’s products or proprietary information) constitutes an infringement of any duly issued patent or copyright, trade secret or any other intellectual property right.
   • ShapeShapeIf any Product is held to infringe or is reasonably believed by Fiery to infringe any intellectual property right, Fiery shall be entitled to, at Fiery’s option, to (a) replace or modify the Product to be reasonably equivalent and non-infringing, (b) procure the right to continue distributing or use the Product, or (c) discontinue further supply of the Product without constituting a breach or violation of this Agreement. The foregoing remedial actions do not relieve Fiery from its obligations under Sections 7.2 and 7.3 above.
   • Reseller shall defend and/or settle any claim, action, suit or proceeding brought against Fiery insofar as such claim, action, suit or proceeding is based on the negligence or willful misconduct on the part of Reseller in carrying out its obligations under this Agreement (“Fiery Claim”), and shall indemnify the Fiery against costs, legal fees, other expenses, and damages required for such defense or settlement of the Fiery Claim; provided, however, that Reseller shall have no obligation unless: (a) Fiery notifies Reseller in writing in a timely manner once Fiery becomes first aware of the Fiery Claim, (b) Fiery provides Reseller with copies of all documents received by the Fiery relating thereto, and (c) Fiery gives Reseller full authority, sole control and full cooperation and assistance necessary to defend or settle such Fiery Claim. Reseller shall pay all costs, legal fees, other expenses, and damages required upon entry of a final non­appealable judgment issued to third parties against Fiery by a court of competent jurisdiction. Reseller shall not be responsible for any compromise or settlement made without Reseller’s written consent. Fiery shall make no admissions of fault or liability on part of Reseller.
8. TERM AND TERMINATION
   • Term and Termination. This Agreement shall become effective on the Effective Date and shall continue for one (1) year (the “Initial Term”) unless terminated earlier in accordance with this Agreement. This Agreement shall automatically renew for additional one (1) year periods (each a “Renewal Term”) unless either party gives the other party notice of its intent not to renew this Agreement at least ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term. Fiery may terminate this Agreement for convenience by providing thirty (30) days notice to Reseller. Reseller may continue to receive certain benefits of a given program which Reseller participates in during the Renewal Term provided that Reseller continues to meet the requirements of such program.
   • Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution of insolvency, receivership, bankruptcy or similar proceedings against Reseller, (ii) upon Reseller’s making an assignment for the benefit of creditors, or (iii) upon Reseller’s dissolution or ceasing to function as an ongoing business concern.
   • No Damages or Other Rights Upon Termination. In making this Agreement, all parties have considered that they will make expenditures in preparing for performance under this Agreement and will possibly sustain losses and damages in the event of its termination. However, the parties expressly agree that the rights of termination in this Agreement are absolute. The parties agree that no party shall be liable to any other party for any damages, compensation, payments, costs or other types of losses arising out of termination of this Agreement, and the parties expressly waive all such damages, compensation, payments, costs and losses, including without limitation those related to goodwill, prospective profits, anticipated sales, and amounts spent on training, advertising, market development, leases and other investments. Reseller agrees that any contracts or other arrangements it enters into with any third parties relating to the Products will be consistent with and subject and subordinate to the rights of termination in this Agreement. Reseller will indemnify and hold Fiery harmless against any and all liability, loss, damages, costs and expenses incurred in connection with claims by any such third party.
   • Effect of Termination and Survival of Certain Terms. In the event that this Agreement expires or is terminated, Reseller shall immediately pay all outstanding amounts payable hereunder. Upon expiration or termination of this Agreement, all rights granted hereunder to Reseller shall terminate immediately, and Reseller and its resellers, if any, shall immediately cease distribution and marketing of all Products and shall cease use of all Trademarks. All provisions concerning termination, ownership of intellectual property rights and trademarks, indemnification, limitation of liability, disclaimer of warranties, confidentiality, governing law, jurisdiction and venue shall survive the termination and expiration of this Agreement. Notwithstanding the foregoing, Reseller shall have the right to market, resell and distribute any Products remaining in its inventory at the time of such termination or expiration and shall have the right to use the Trademark license granted in Section 5.1 above only for such purpose.
9. LIMITATION OF TOTAL LIABILITY
   • Subject to Sections 9.2 below, to the maximum extent permitted by applicable law, Reseller agrees that the aggregate, cumulative liability of Fiery for all claims related to this Agreement and/or the Products and services, regardless of the form of action (whether in contract, tort, under statute or otherwise), shall be limited to the amount paid by Reseller hereunder for the Products giving rise to such liability through the date of such claim. For the sake of clarity, the limitation of liability for all claims related to this Agreement and/or the Products and services shall in no event exceed the total amount paid by Reseller under this Agreement. Reseller agrees that such amount is sufficient to satisfy the essential purpose of the provisions of this Agreement and that such a liability is a fair and reasonable estimate of any loss and damage likely to be suffered in the event of any wrongful act or omission. 
   • To the maximum extent permitted by applicable law, in no event shall Fiery be liable for cost of procurement of substitute products or services, lost profits (whether direct or indirect), lost data, third party claims, or any special, indirect, reliance, consequential, exemplary, punitive or incidental damages, however caused and on any theory of liability, related to this Agreement or the Products or services. This limitation shall apply even if Fiery has been advised of the possibility of such damages. Reseller agrees that the price of the products reflects this allocation of risk. To the maximum extent permitted by applicable law, Fiery shall have no liability with respect to Reseller’s resellers and/or any other third parties. Reseller acknowledges and agrees that the foregoing limitations of liability and disclaimers form an essential element of this Agreement, without which Fiery would not have entered into the transactions contemplated herein.
10. CONFIDENTIALITY
    • Each party agrees that it will not make use of, disseminate, or in any way disclose the other party’s Confidential Information to any person, firm or business, except as authorized by this Agreement and then only to the extent necessary for performance of this Agreement. “Confidential Information” means any information, technical data, or know-how relating to performance of this Agreement that, if disclosed in written form, is designated in writing to be confidential or proprietary, or if disclosed orally, is summarized and confirmed in writing within thirty (30) days as being confidential or proprietary. Without limiting the generality of the foregoing definition, all source code disclosed by either party shall be deemed to be Confidential Information. Confidential Information does not include information, technical data or know-how that (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records in existence prior to the time of the disclosure and not subject to an obligation of confidentiality, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any wrongful inaction or action of the receiving party, or (iii) is developed independently by the receiving party without use of or reference to the Confidential Information of the disclosing party, or (iv) is properly acquired from a third party having the right to disclose such information not subject to an obligation of confidentiality, or (v) is approved in writing for release by the disclosing party. Subject to a protective order, these limitations shall not apply to communications required by law in response to a valid order by a court or other governmental body, or as necessary to establish the rights of either party under this Agreement.
    • Neither party shall disclose the Confidential Information of the other party to third parties or to its own employees except employees who are required to have the information in order to carry out the performance of this Agreement. The parties agree that they will disclose Confidential Information only to its employees, directors and officers who need to know such information and who have previously agreed to be bound by the confidentiality obligations of this Agreement. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except in the performance of this Agreement. Each party has had or shall have employees to whom Confidential Information of the other party is disclosed sign a non-disclosure agreement in content substantially similar to the confidentiality obligations set forth in this Agreement. Each party agrees that it shall take commercially reasonable efforts to avoid disclosure of Confidential Information of the other party including efforts at least as great as those used to protect its own confidential information; each party represents that it exercises reasonable care to protect its own confidential information. Each party agrees to notify the other party in writing of any misuse or misappropriation of any Confidential Information of the other party which may come to its attention. 
    • This Section (Confidential Information) shall continue in full force and effect for a period of three (3) years after such termination, provided that unauthorized disclosure of the Confidential Information of the other party without any willful misconduct or gross negligence shall not be deemed a breach of this Section 10.3 after the expiration of such three (3) year period.
11. MISCELLANEOUS
    • Independent Relationship. The relationship of Fiery and Reseller is independent and only that of a vendor and vendee. Nothing contained in this Agreement shall create any agency, employment, partnership, joint venture or similar relationship between Fiery and Reseller for any purpose. No party shall have any right whatsoever to incur any liabilities or obligations or to make any warranties on behalf of or binding upon any other party.
    • Indemnification. Reseller is responsible for and agrees to indemnify and hold Fiery harmless against any claim, liability, expenses, judgments, fees and damages arising on account of the activities of Reseller, its employees, agents or contractors under this Agreement, or as a result of the breach of any representation, warranty or covenant contained in this Agreement.
    • Force Majeure. Except for payment of monies, no party shall be liable for its failure to perform any obligations on account of strikes, shortages, failure or acts of suppliers, riots, insurrection, fires, flood, storm, explosions, acts of God, war, military operations, acts of terrorism whether actual or threatened, acts of a public enemy, epidemics, quarantines, governmental action, labor conditions, earthquakes, material shortages or any cause which is similar to those enumerated or beyond the reasonable control of such party.
    • Non-assignability and Binding Effect. The parties shall not assign or transfer this Agreement without the express written consent of the other party, except that either party may assign and transfer its rights and obligations under this Agreement to an affiliate, parent or subsidiary thereof. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
    • Notices. Any notice to be given under this Agreement shall be delivered (i) by overnight courier, (ii) by fax, or (iii) by email. Notice so given shall be deemed effective when received by the receiving party upon the date of delivery. Notice provided to Fiery must be addressed to its General Counsel.
    • Governing Law; Jurisdiction; Venue. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sales of Goods; rather, this Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without regard to conflicts of laws principles. With respect to all disputes related to this Agreement or the Products, each party consents to the exclusive personal jurisdiction and venue of the federal courts of California.
    • Export Law Compliance. Reseller understands and acknowledges that, the Products and other information and materials made available under this Agreement are subject to the export laws and regulations of the United States, including the U.S. Export Administration Regulations, and additionally may be subject to export controls under the laws and regulations of other jurisdictions in which Reseller uses the Products. Reseller agrees to comply, and to ensure that its resellers comply, with all applicable export laws and regulations and future modifications thereof. Reseller and its resellers shall be solely responsible for obtaining any necessary export licenses and exemptions. Reseller agrees to maintain a record of exports, re-exports, and transfers of the Products and related technology according to United States and local laws. All Products and related information and materials are prohibited for export or re-export to a number of countries and persons, including without limitation, Cuba, Iran, Libya, North Korea, Sudan, and Syria, and to any person or entity on the U.S. Department of Treasury’s list of Specially Designated Nationals, Specially Designated Narcotics Traffickers and Specially Designated Terrorists. 
    • Compliance With Law. Reseller shall provide, pay for, be responsible for, and keep in good standing all licenses, exemptions, permits or other applicable approvals pertaining to Reseller’s activities. Reseller shall comply with all applicable laws and regulations, including without limitation federal, state, local and foreign laws and regulations, pertaining to its distribution of the Products and its obligations and activities under this Agreement.
    • Severability. If any provision of this Agreement is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, such invalid provision shall be severed from the remaining portion of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
    • Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, discussions and understandings, whether oral or written, between the parties with respect to the subject matter hereof. To be effective, this Agreement must be executed by duly authorized representatives of all the parties. This Agreement may be modified only by a written Amendment to this Agreement executed by duly authorized representatives of all parties.
    • Language. This Agreement is in English only, which shall be controlling in all respects. All communications and notices shall be in English. In the case of any conflict between the English version and any translated version of this Agreement, the English language version shall govern.’