PHPControls Software Reseller Agreement

This Software Reseller Agreement (“Agreement”) is entered into as of date of purchase, by and between “Company” (PHPControls of Kayson Group Inc) and “Reseller” as recorded during checkout with its principal place of business.

1. Definitions
“Software” means the Company’s proprietary software products including PHPControls products such as phpGrid.“End User” means any individual or entity that acquires the Software and Services from the Reseller.

2. Appointment
The Company appoints the Reseller, and the Reseller accepts the appointment, to act as a non-exclusive reseller of the Software and Services to End Users within the Territory.

3. Reseller Obligations
Compliance: The reseller shall comply with all applicable laws and regulations in performing its duties under this Agreement.

4. Company Obligations
Support: The Company shall provide the Reseller with marketing materials, technical support, and training as reasonably requested.
Updates: The Company shall provide the Reseller with updates and new releases of the Software as they become available according to the term of support

5. Pricing and Payment
Pricing: The Reseller shall pay the Company the prices set forth for the Software and Services.
Payment Terms: Payments are due at checkout or within thirty (30) days from the date of invoice unless otherwise specified.
Taxes: The reseller is responsible for all taxes, duties, and charges imposed by any governmental authority on the resale of the Software and Services.

6. License Grant
The Company grants the Reseller a non-exclusive, non-transferable license to market, promote, and distribute the Software and Services to End Users within the Territory.

7. Intellectual Property
All intellectual property rights in and to the Software and Services are and shall remain the exclusive property of the Company. The reseller shall not remove any proprietary notices from the Software.

8. Confidentiality
Both parties agree to keep confidential all proprietary information disclosed by the other party during the term of this Agreement.

9. Term and Termination
Term: This Agreement shall commence on the Effective Date and continue for one (1) year unless terminated earlier.
Termination for Convenience: Either party may terminate this Agreement for any reason with thirty (30) days’ written notice.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving notice.

10. Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

11. General Provisions
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the country.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

Assignment: The reseller shall not assign this Agreement without the Company’s prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this SaaS Software Reseller Agreement as of the Effective Date.

PHPControls by Kayson Group Inc.
324 10TH ST STE 211
OAKLAND CA 94607,
USA