Restaurant POS For Mac Reseller Agreement

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Restaurant POS For Mac Reseller Agreement Powered By Docstoc
					Prosperity POS Reseller Agreement


- "Prosperity POS" and "Prosperity" refer to Prosperity Point of Sale Solutions, LLC

- "Software" refers to the Prosperity POS user application, Prosperity Server software,
and all related software components.

- "Hardware" refers to additional physical equipment (computer peripherals, networking,
etc) that is not directly made by Prosperity POS.

 - "Prosperity Reseller Program" refers to the software reseller program outlined in this

 - "Reseller" refers to an approved reseller authorized by Prosperity Point of Sale
Solutions, LLC to resell Prosperity POS software and services. This may be a business
entity, or individual consultant.

- "Signee" refers to the person signing on behalf of the Reseller.

- "End User" refers to the customers of the resellers, that is, whom the Reseller resells
Prosperity POS software to.

About This Agreement

1- The Software is the property of Prosperity Point of Sale Solutions, LLC.

2 - This document is a contract between you, the Reseller, and Prosperity Point-of-Sale
Solutions, LLC outlining required practices, rights, and restrictions to become a Reseller.
If the signee is acting as an individual and is not a legally recognized business entity
(corporation, LLC, partnership) then this document applies solely to the signee. If the
signee is signing on behalf of a corporation, LLC, or partnership, then this contract
applies to all members and employees of this business entity.
3 - The Software is protected by local and international copyright laws and treaties.
Nobody may install or use the Software unless they have a license with Prosperity POS.
Nobody may resell the software unless they have been approved by Prosperity Point of
Sale Solutions, LLC for the Prosperity Reseller Program.

4 - This Agreement constitutes the entire Agreement and understanding between the
parties. No term or provisions of this Agreement may be changed, waived, discharged
without written approval of Prosperity Point of Sale Solutions, LLC.

5 - This Agreement shall become effective on the date that the Reseller's application is
approved by Prosperity POS.

6 - This document must be reviewed and approved by Prosperity POS before it is
considered binding.


7 - When the reseller is a company or LLC with multiple employees the signee must
adequately train all other employees to the standards and practices of the Prosperity
Reseller Training Program.

8- Anybody completing installations of Prosperity POS on behalf of the reseller must be
employees or members of the corporation/LLC designated as an authorized reseller.
Outsourcing Prosperity POS services is prohibited.

9 - Reseller agrees that End User shall be bound by the terms of the License Agreement
accompanying each Product. Reseller shall have no authority to modify in any way the
terms of any License Agreement, nor to make any representations or warranties contrary
to the License Agreements. Reseller shall make a good-faith effort to ensure that End
User is aware of and complies with all License Agreements.

10 - Prosperity POS reserves the right to refuse Reseller the right to promote Prosperity
POS Software, Products, or any other affiliation with Prosperity POS, and may terminate
this agreement any any time.

11 -. If you breach this agreement, Prosperity POS may terminate this agreement and/or
exercise any other rights it has under law.

12.- Both Prosperity POS and Reseller agree that this Agreement does not establish an
employer-employee relationship between Prosperity POS and Reseller. Each party shall
conduct its business at its own location with its own employees and resources, and at its
own expense. Reseller shall not be construed to be a legal partner of Prosperity POS.
Neither party shall have the right to incur any obligations on behalf of the other, except as
otherwise provided herein.

12 - Reseller agrees that all of Prosperity POS's rights, including but not limited to,
intellectual property rights, trademarks, and copyrights, shall fully remain with Prosperity
POS. Reseller shall act merely as a reseller of Products, and shall gain no rights over
Prosperity POS or Products.

13 - Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose,
disseminate, reverse engineer, decompile, copy, or reproduce Products except as provided
for in this Agreement. Reseller shall not use any Product as the part of Reseller's own
product or service without express written approval of Prosperity POS.

14 - Reseller shall be authorized to use certain Prosperity POS trademarks, graphics,
symbols, or other content for use in promotion of Products. Such materials are to be
provided by Prosperity POS to reseller with the express intent of their use for such
purposes. Use of such content shall be subject to Prosperity POS's usage policies, which
Prosperity POS reserves the right to change at any time for any reason. Reseller may also
create their own content relating to Products, which Prosperity POS shall have the right
to prevent Reseller from using if Prosperity POS finds it to be objectionable or for any
other reason. Prosperity POS shall have no ownership rights or any other rights to content
independently created by Reseller, except as provided for above.

15 - Reseller shall indemnify and hold Prosperity POS harmless from and against any and
all claims, losses, or damages that may arise from Reseller's marketing, installation, sale,
or support of any Product.

Sales Policies

16 - The reseller may only charge Prosperity’s approved rates for products sold and
services offered by Prosperity POS. Resellers will receive items at a discount. This is
outlined in the "Prosperity POS Pricing Sheet" document which will outline current
reseller prices and current retail prices for Prosperity POS products and services. These
prices can change at any time.
17 - Prosperity POS reserves the right to change the Products that a Reseller is allowed to
sell. Should changes occur to the Products that the Reseller is allowed to sell, Prosperity
POS will attempt, but is not obliged to, inform Reseller of such changes by e-mail.

18 - Resellers may not offer products and services that directly compete with any
Prosperity POS products or services.

19 - Resellers may offer a service option that extends or enhances an existing service
offered by Prosperity, or fills a need by a product not directly offered by Prosperity. This
includes but is not limited to such as support plans, on-site training, and ongoing menu
adjustments. These additional services may be priced at the reseller’s discretion.

20 - All services and products offered by Prosperity POS through the reseller channel
must be documented in detail on customer invoices. Invoice copies must be sent to

21 - Software license keys must be obtained directly from a Prosperity POS reseller
support specialist. License keys can only be used by the customer they are purchased for.
They cannot be reused for any reason.

22 - All orders must be prepaid through Prosperity POS at the discounted reseller rates
before hardware and license keys will be sent.

End User Privacy

23 - End Users shall be considered primarily to be the customer of Reseller. Prosperity
POS will honor Reseller's request to contact or not to contact End User in the normal
course of business. However, Prosperity POS reserves the right to maintain lists of End
Users and contact End User if the need arises.


24 - Reseller agrees to use its best efforts to conduct its business in an ethical manner and
shall not conduct its business in a manner that would injure the reputation of Prosperity
POS or the Products, which reputation the parties agree is excellent. Further, Reseller
shall avoid any business practices that may be perceived as deceptive, misleading, or
otherwise improper.
Margins, Incentives and Commission

25 - After prepaying an order, Resellers will be able to offer the products at a
predetermined retail rate. The difference between the discounted rate and the going
reseller rate will account for the Reseller's share of the sale

26 - A reseller will earn the following commissions and fees:

     A-Any leads generated by the reseller that turn into sales will earn the reseller a
     finders fee of 5% of the total pre-tax amount of the sale.

     B-Any sales directly completed by the reseller will earn the reseller a sales
     commission of 10% of the total pre-tax amount of the sale.

     C-If an on-site installation and training is performed by the reseller, they will be
     entitled to a 10% installation fee.

     D-If a POS system is built and shipped but no on-site setup is done, the reseller will
     receive a 5% setup fee.

     E-If a menu setup is performed by a reseller, that reseller is entitled to the full fee
     charged to the customer for the setup of that menu. If the menu setup was
     purchased as part of an all-inclusive package, the reseller will receive Prosperity’s
     current menu setup rate as compensation.

     E-Credit card processing residuals of a customer generated by a reseller will only be
     given to high-performance resellers who generate $25,000 or more in annual
     Prosperity sales. Once a reseller has hit a $25,000 sales mark for one year, they will
     be entitled to 25% of all credit card residuals generated from all of the customers
     they have generated from that point forward. This percentage can increase in 25%
     increments if the reseller’s yearly sales reach additional $25,000 intervals. These
     percentages will never decrease even if the reseller’s total sales decrease. (For
     example, a reseller will start with 0% of credit card residual sharing. If that reseller
     reaches $25,000 in Prosperity sales for one year, from that point on that reseller will
     receive 25% of all future credit card residuals. If the reseller completes $50,000 in
     Prosperity sales the following year they will be entitled to 50% of all residuals from
     that point forward. If the next year that same reseller only sells $20,000 in
     Prosperity products and services, their credit card residual sharing percentage will
     remain at 50% for all past and future customers.)
     F-Any optional services not directly and explicitly handled by Prosperity can be
     charged at the reseller’s discretion and the reseller is entitled to 100% of this

Installation Requirements

27 - Installations must be completed by adhering to the processes and guidelines outlined
in our "Reseller Installation Checklist" document are completed. Please refer to this
document for the full process of performing and documenting installations.


28 - Prosperity POS supplies the Software as-is without any express warranties, and
excludes any implied warranties that can be excluded under law.

29 - You accept that the software may or may not work as you, or the End User, intend or
suit your, or the End User's, purposes, even if Prosperity POS was aware of them.

30 - You choose to Resell the software based entirely on your own judgment and at your
own risk.


By signing this contract you certify that you have read, understand, and accept the terms
of the Prosperity POS Reseller Program

         Signee Name (Print)                    Position At Business


            Business Name                             Date



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