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SWREG Contract
To be a client whose products will be sold through the SWREG Site and/or shopping cart facilities, You must first agree to the terms and conditions in this document (the "Agreement"). If You press the I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS button on the SWREG Account Activation page on Our Site, You will form a contract between You and Us as of the date You press the button. So, it is important for You to carefully review this Agreement prior to agreeing to it. If You do not wish to enter into this Agreement, then You should not press the I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS button, but that will mean that You will not be able to participate as a client of SWREG or otherwise use Our services.
BY ACCEPTING THIS ADDENDUM BELOW, THE PERSON ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE CLIENT TO THE PROMISES MADE TO SWREG IN THIS ADDENDUM. SWREG WILL RELY ON YOUR REPRESENTATION, AND PROVIDE SERVICES, ON THE FOLLOWING TERMS.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Certain terms in this Agreement have special definitions.
- "SWREG," "We," "Our" or "Us" means SW REG, Inc., a Minnesota company.
- "Our" or "ours" means things that We own or Our rights or obligations as set forth in this Agreement.
- "You" or the "Client" means You, which is the person or business that is shown as the Client on the SWREG Account Activation page for your account with SWREG.
- "Your" or "yours" means things that You own, both tangible and intangible (such as intellectual property) or your rights or obligations as set forth in this Agreement.
- "License Right" is a right to install, use and/or enhance the capabilities of a Software program.
- "Optional Services" are additional optional services You may obtain from SWREG, in some instances for an additional price, which may include: (i) delivery of pre-determined license keys or tokens to End Users; (ii) creation of license keys or tokens using criteria and algorithms You have specified and provided to Us; (iii) distribution of copies of Your Software to End Users; and (iv) advertisements or other promotions through the SWREG Site or other means concerning Your Software.
- "Software" is the software program and attached data that is associated with any particular product. You will identify one or more items of Software for each set of License Rights that You sell to Us.
- "SWREG Site" means Our Web site, found at www.swreg.org, through which SWREG will be the seller and merchant of record for sales of License Rights to End Users, and . which may be used to provide some or all of the Optional Services You purchase.
- "Your Site(s)" means one or more online Web sites and/or auction pages You operate to solicit sales of Your Software and which will provide links to the SWREG Site for End Users to purchase License Rights.
- "End User(s)" means the persons or businesses that may choose to purchase License Rights through Our Site.
- "Suggested Retail Price" means the price that You input into the SWREG system as the recommended selling price of the product.
- "Total Sales Price" means the price paid by an End User (less any discounts or coupons applied to the purchase) for a completed purchase, including any applicable taxes or shipping, but excluding any fees for the sale of SWREG's Registration Backup Services or Extended Download Service, charged to the End User as part of the purchase.
- "Discount" means a portion of the Total Sales Price of each Product that SWREG may deduct from the Suggested Retail Price it must pay to You for each product sold by SWREG in a given transaction with an End User.
- "Export Control Laws" means those laws, rules and regulations (including any executive orders or similar administrative actions) described in the sections below entitled "Export from the United States"; "Export from Countries Other Than the United States"; and "SWREG Rights Regarding International Transactions."
- "Currency Control Laws" means any laws (including any regulations, executive orders or similar administrative actions) concerning the transfers of currency or other form of legal tender (however denominated) between different countries (including but not limited to regulations, sanctions and enforcement proceedings administered or enforced by the United States Office of Foreign Assets Control ("OFAC") and similar laws in the United States and other jurisdictions that may apply to any of Your transactions).
WHAT DOES THIS AGREEMENT COVER?
Legal Relationship. Our legal relationship and status is that You are a client of SWREG, that You sell License Rights to Your products to SWREG for resale by SWREG, and that SWREG is a reseller of such License Rights and is the seller and merchant of record for sales of such License Rights to End Users. As described in more detail below, You will perform certain actions on Our behalf, including operating Your Site(s) to promote the sales of License Rights for Your products and solicit potential End User orders. If necessary, You agree to cooperate with SWREG in delivering the License Right to the End User. When an order is placed through SWREG by an End User, You agree to immediately sell the applicable License Right to SWREG on sale and return terms set forth below, in exchange for the payments determined under the Payment Obligation described below. SWREG will send an automated order notification to an e-mail address provided by You, upon successful completion of an End User order.
Services. You will be able to indicate which of SWREG's Optional Services (if any) You wish to obtain through Your online account interface. SWREG may amend or change the Optional Services SWREG provides, at any time and those changes will be effective for any transactions that take place after the date of the change. Please note that We do not provide software help-desk or other forms of technical support concerning Your Software. Our support is limited to assistance with the use of Our Site and its shopping cart to make purchases, as well as concerning any deliveries of Software files, license keys or tokens if You have purchased those Services from Us.
Export Control. You are responsible for complying, on Our behalf, with any applicable Export Control Laws. If You are unable to comply with the Export Control Laws for any particular order, You must promptly cancel the order using SWREG's Client Administration pages.
Support. You acknowledge that SWREG has no obligation to provide software help-desk or other forms of technical support for Your product(s) to End Users. SWREG will provide support relating to use of the SWREG Site or shopping cart and delivery of software files. If You have purchased certain Optional Services from SWREG, SWREG will also provide support as it relates to delivery of license keys or tokens.
WHAT RIGHTS DO YOU GRANT TO US?
Resale/License Rights.You give Us the right to sell License Rights as described in this Agreement. Also, if You purchase any Optional Services from Us, You also permit Us to copy, store and distribute to others, as appropriate for the particular set of Optional Services You purchase, any or all of Your: (i) Software license keys or tokens; (ii) copies of Your Software in authenticated or un authenticated form; and (iii) copies of Your Software in electronic form for download distribution and/or in physical form (such as CD Rom) for physical distribution.
Intellectual Property. Other than the rights described above, as We need them to fulfill the purposes of this Agreement, You do not grant Us any rights in the intellectual property of Your Software, Your name or Your trademarks.
EULAs. Any end user license agreement ("EULA") You make with an End User is strictly an agreement between You and the End User, and We are not a party to that EULA nor do We have any liability relating to the terms of such EULA.
HOW DO WE HANDLE THE MONEY?
Resale of License Rights.When SWREG sells Your License Rights, SWREG will be the seller and retail merchant of record for the sale to the End User. For each sale of a License Right, we shall retain from the purchase price we pay to you for the products we have sold to the End User the greater of an amount equal to: (a) the Discount of 2.9% of the Total Sales Price plus $1 per line item of software in the End User's order, or (b) $1.50 per customer order (such greater amount for each sale, the "Commission"). All amounts which SWREG owes You for the sale of a License Right shall be placed in an in-house account that SWREG will maintain for You, and from which SWREG will pay You as described below.
RBS/EDS. You will be required to offer SWREG's Registration Backup Service (RBS) or Electronic Download Service (EDS) EDS to all End Users independent of integration level. SWREG shall set and maintain all pricing for RBS and EDS. We agree to pay You 20% of the sales price for each approved order of RBS or EDS. These services provide storage of Your file or registration code on Our server for the End User to re-download or re-register their purchase up to one year, by providing the End User a download link or registration code. The use of EDS or RBS is based upon whether Your product contains a download file (EDS), key generator link, or list of keycodes (RBS). We If You fail to offer RBS or EDS to all End Users, SWREG. Reserves the right to suspend Your account.
Optional Services. If You desire Optional Services from Us that require payment of additional fees, those fees will be described to You once You activate Your account and logon in the online account interface. You will have an opportunity to accept those fees when choosing to use the Optional Service. As We provide the Optional Services to You, We will deduct the fees You owe SWREG from Your account.
Taxes. We will collect and remit to the proper authorities, where We are legally required to do so, any sales tax, value-added-tax (VAT), goods and service tax (GST) or similar tax or similar government fees that are based on SWREG's sale of your Product (collectively "Sales Taxes"). If any taxes or VAT are owed based on your sale of the Product to SWREG, You agree to reimburse us for any amounts SWREG has paid, and We will deduct such reimbursement as Optional Sales Taxes on your account.
Refunds/Chargebacks. If We process any refunds to End Users who have purchased your products from us, We will deduct the amount of the refund from your account. Normally, SWREG will only provide a refund to an End User upon receipt of Your instruction to do so. However, if You do not respond within two (2) business days to a refund request SWREG has received from an End User and forwarded to You for response (either by yes, no or a request for further information), or if a credit card processor charges back to SWREG an amount against a sale of Your License Rights (which they may do for any reason allowable under the applicable credit card processor's merchant regulations including fraud, consumer complaint or government order), SWREG may choose to make the refund and deduct the amount of the chargeback from Your account without Your explicit instructions. When there is any refund or chargeback of a transaction SWREG has already processed, SWREG will keep SWREG's original retail margin. However, SWREG will be responsible for fees payable to credit card processors, including any merchant fees or credit card transaction fees. SWREG will also be responsible for any chargeback fees charged by the credit card processors unless the chargeback arose out of Your own fraudulent acts or omissions, in which case You will be solely responsible.
Payment Method/Frequency. At the end of each pay cycle, We will send You a payment in the form You select in your account settings for the payable amount in Your account. However, our obligation to pay You out of your account is subject to the following:
- Standard pay cycles are on a monthly basis unless otherwise specified and unless You are due less than the monthly minimums. Payments will be sent on or shortly after the 15th of the month for orders placed during the preceding month. Example: Proceeds of orders filled in February will be paid in March. If SWREG, in its sole discretion, deems You to be in good standing after doing business with SWREG for 4 months, You may request weekly payments, which are typically made on Tuesdays for an additional surcharge.
- Payment options available are ACH (For US Publishers, only), BACS-(For UK Publishers only), Paypal, International Wire and Check/Bank Draft. Direct Wires may be processed at your request for a fee of $20 per wire. Corporate checks/bank drafts are also available for a fee of $4 per draft.
- SWREG maintains the right to holdback some or all of Your account balance if We believe that it might be necessary to cover future refunds, charges against Your account, or other liabilities You may owe to us. We may also holdback some or all of Your account balance if We believe that the funds represent fraudulent transactions or involve other kinds of illegal activities. We will only holdback those amounts which are reasonable under the circumstances. Our statements or other communication from us will note how much We are holding back. We will keep any held-back amounts only for a reasonable time as determined in our sole discretion, and will promptly pay over to You any remaining held back amounts after that reasonable time has passed. Regardless of any holdback We may choose to keep, You agree to pay us, upon demand, for any shortfall owed to us due to refunds, chargebacks, commissions or fees for Services rendered if they are unpaid for more than 90 days. If We actually keep (or offset) against Your account with us any of the funds We have held back, We will do so in a manner that We believe fairly reflects Your liability owed to us, and We will note the offset amount and an explanation of the offset on the next statement that We issue to You.
- If the total amount We owe to You at the end of a monthly pay cycle will be less than $50 We will withhold payment until a later pay cycle when the total amount owed is greater than the above amounts.
- Your first payment will not be due to You any earlier than the pay cycle that follows the verification of your account. All subsequent payments shall be on the pay schedule You select.
- Any and all fees, payments, compensation, consideration, and other money amounts shall be expressed and payable in Your store currency unless otherwise requested by You. Amounts in Your account with us will not accrue interest while in our possession.
- We may amend our Fee Schedule, or any non-scheduled fees, at any time, but We will give You at least 30 days notice prior to the amendment about any fees change
Representations and Warranties. You make the following promises, representations and warranties to Us, and We provide Our value added reseller services to You in reliance on the same:
- You have the right to sell the License Rights to Us for purposes of resale through Our Site. If You have Us distribute Your Software or associated files, license keys or tokens, You have the right to permit Us to do those Services for You. You warrant that Our sale, copying, storage and distribution of the License Rights or the Software will not infringe, violate or misuse the intellectual property rights of another individual or entity. You warrant that the above warranties and promises are valid for sale and distribution to End Users throughout the world.
- You have the right to enter into this Agreement, and that You are of legal age and otherwise competent to be contractually bound to this Agreement. Also, if You are a corporation or other form of business entity, the person who has pressed the 'I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS' button is authorized to bind You to this Agreement, or by accepting Our Services You ratify that person's binding of You to this Agreement. If that person is not so authorized that person agrees that he or she is also personally responsible for whatever is done on Your account under this Agreement.
- Your Software, including all content within it, is not libelous, does not slander others, does not contain obscene or pornographic material, is not illegal to use, nor does it contain devices which are intended to be used to perform illegal activities (such as, but not limited to, tools, devices or software used to defeat data encryption devices), nor is it designed as a tool for processing e-mail for mass mailing ("spamming" tools or the like). Our distribution of Your License Rights and/or the Software will not violate any Export Control Laws over national borders, including laws involving encryption technology. You agree that We may, in Our sole discretion, decline to carry (or to continue to carry) any of Your Products at any time, with or without reason
- All of the information You will enter on the Author Details page will be correct at the time You enter it. You also promise that You will update any of that information when it has changed by updating Your online account interface.
- In any place You promote the sale of the License Rights where You provide End Users with a hyperlink or other means to reach Our Site (whether on a Web site, e-mail, on paper or any other means); You will not display inaccurate or misleading information concerning Your identity or location.
- If You ever have reason to believe there is any reason these promises, representations and warranties are not true, now or in the future, You promise to promptly tell us.
Discontinuing Sales. Although We will generally try to give You advance notice, You acknowledge that We can, at any time without advance notice and for any reason, determine that We do not wish to distribute any or all of Your License Rights or Your Software. If We determine that the sale of Your Product into any particular place will put Us in violation of local tax laws, Export Control Laws or Currency Control Laws, and if resolving that problem will cost Us an unreasonable amount of time, effort or money, We may choose to refuse to make sales to End Users in those locations. Federal agencies have also banned or regulated trade between U.S. persons with certain organizations, businesses and persons. Additional information about these regulations and lists of these prohibited persons can be found at, among other places, the US Customs and Border Protection website at [http://www.cbp.gov/xp/cgov/export/persons_list/]. We retain the right to make Our own determinations, at Our sole discretion, as to whether any proposed transaction might put SWREG in violation of these regulations, and may refuse to engage in any such transactions without prior notice to You.
Fraudulent or Criminal Transactions. We are not obligated to pay You any amounts in your account that are connected with any activities that are deemed to be fraudulent or criminal. The existence or possibility of fraud or criminal activity will be determined by us in our reasonable discretion, and We may make any inquiries and investigations We deem appropriate.
Privacy Policy. Our Site has a Privacy Policy posted at http://usd.swreg.org/privacy.htm, and that policy describes how We may store, use and disclose personal information about You and your End Users. You agree to the terms of that Privacy Policy as it is now issued and as it may be amended in the future by us. You agree that You will not do anything to interfere with our Privacy Policy and how it impacts your End Users, and agree that We have sole control of the terms and enforcement of our Privacy Policy.
Display of Certain Policies/Terms. We will have the right to permanently display Our Privacy Policy, DMCA Notice, Terms and Conditions of Sale and other relevant legal disclaimers in the shopping cart and other checkout pages. We are also permitted to require advanced users to implement any post purchase pages and communications (including any thank-you page, confirmation page, confirmation e-mail, and any pages following the actually submission for order processing) information of our choosing, including in our sole discretion cross-sells, up-sells and other marketing opportunities offered by third-party advertisers. You grant to Us and any such third-party advertiser a right and license to use Your site URL and Your name, trademarks and logos in connection with such marketing, both (a) during the period such marketing opportunities are offered on the post-purchase pages and (b) thereafter to remind participants in such marketing opportunities of the manner in which such participant elected to participate in such opportunities in connection with renewals and support related to such opportunities.
Trademarks. Our trademarks, service marks and business names (Our "Trademarks") are owned or licensed solely and exclusively by Us. All of Your use of Our Trademarks shall inure to Our benefit. You agree, upon Our demand, to promptly stop or alter any of Your uses of Our Trademarks which We deem to be improper or which may have the potential to put Our Trademark rights at risk.
WHAT ARE YOUR OBLIGATIONS REGARDING EXPORT AND IMPORT?
No Software from SWREG Site may be downloaded, exported or imported contrary to any applicable export or import laws, rules or regulations, including but not limited to any applicable prohibitions against download, export or import (1) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, or Syria or any other country to which the United States has embargoed goods; or (2) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By offering Software through the SWREG Site, You agree to abide by all applicable laws, rules, and regulations - including, but not limited to the Export Administration Act and the Arms Export Control Act - and You represent and warrant that You will not transfer, by electronic transmission or otherwise, Software to a foreign national or a foreign destination in violation of applicable laws, rules or regulations. You are solely responsible for obtaining any export licenses, permits or similar approvals applicable to Your Software, and for paying any duties, tariffs or similar government charges related to the export of Your Software. If You determine that You are unable to fulfill any particular order because of export or import laws, rules or regulations, You must promptly cancel the order on the Client Administration pages. You will indemnify and hold Us harmless from and against any damages, expenses, and losses We suffer based on Your breach of this section.
SWREG RIGHTS REGARDING INTERNATIONAL TRANSACTIONS
If We determine in Our sole discretion that the retail sale of Your Software to End Users located in any particular country or jurisdiction, or the transfer of currency between End Users and SWREG or between SWREG and You, may put Us in violation of US Export Control Laws, International Export Control Laws, or of applicable Currency Control Laws, or if We determine that resolving any such potential problem will cost Us an unreasonable amount of time, effort or money, We may choose to refuse to make such sales or to cancel any outstanding order by giving notice to You.
WHAT DO YOU NEED TO DO ABOUT SPAM AND ADVERTISING?
Legal Compliance. You may not use commercial e-mail (solicited or unsolicited) to market Your Software, or that identifies Us or Our Web site, where the e-mail violates any applicable laws or regulations regarding the use of commercial e-mail. You must comply with any legal obligations to provide proper labeling and content within Your marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials that mention Our company or Our Web site, or which contain hyperlinks to Our Web site, must be in compliance with all laws concerning advertising and marketing for the territories You deliver those materials to. You are responsible for compliance with all of the above, whether You provide the e mails or advertisements on Your own or use the services of a third party. If We are charged any fines, penalties or incur any costs, including attorney fees, because of Your non-compliance with the above, You agree to reimburse Us any of those amounts upon Our demand.
End User Data. Because We are the seller of Your product(s) to the End User, We are the party with whom the End User is transacting business. As such, the End User is giving his/her/its personally identifiable information to Us. To the extent permitted under applicable laws and not otherwise prohibited by an End User's request to Us, all End User information resulting from a transaction, except for credit card data, will be shared by Us with You. You agree You will only use End User information in compliance with Our publicly displayed privacy policy, Your publicly displayed privacy policy, and all applicable laws and regulations, including by way of example but not limitation, CAN Spam Act of 2003 15 U.S.C. 701-7713 (2003).
WHAT WARRANTIES DO WE DISCLAIM?
We provide Our reseller services to You on an AS IS basis and make no promises as to the percentage up-time or that Our site will operate without error. WE MAKE NO WARRANTIES CONCERNING THE QUALITY OF OUR RESELLER SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. Except for any obligations We have to pay You the amounts in Your account that are owed to You, You agree that Your sole remedy for any breach of this Agreement by Us is for You to terminate this Agreement.
HOW IS OUR LIABILITY LIMITED?
UNDER NO CIRCUMSTANCES SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OUR RELATIONSHIP WITH YOU UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT REALIZED BY US UNDER THIS AGREEMENT. WE ALSO SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY DAMAGES RELATING TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE.
YOU INDEMNIFY US FOR CERTAIN LOSSES
You shall indemnify and hold harmless SWREG, its parents, subsidiaries and/or affiliates, together with their officers, employees, directors, successors and assigns, as such, from and against any liabilities, claims, actions, suits, proceedings, judgments, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting from any claim (the "Indemnified Claims") that are made by a third party, including an End User relating to your software.
HOW LONG DOES THIS AGREEMENT LAST?
Term and Termination. This Agreement starts on the date You press the 'I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS' button, and will last until the day either of Us gives at least 30 days prior written notice to the other that the Agreement should terminate. In the event You are in breach of this Agreement, We have no obligation to give You prior written notice of the termination. Except for the 30 day prior notice to terminate, neither You nor We are obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not We will continue to distribute Your Product for any period of time.
Effect of Termination. Once this Agreement has been terminated without any renewals or amendments per the amendment terms below:
- You will immediately remove any reference to our name or any hyperlinks to our Site that deal with the sale of your License Rights or the distribution of your Software.
- We will promptly halt any sale of your License Rights.
- We will continue to make payments to You out of your account, on the regular pay cycle dates, until the time that your account has reached a zero balance. Our holdback rights, as described above, survive past the termination date of the Agreement. Your obligation to pay us for any shortfall in your account survives the termination of the Agreement.
- We may hold-back funds and charge against those funds any amounts which We are entitled to charge under this Agreement.
- You will continue to be responsible for any liability that might arise out of fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of your Product being distributed via our Site. We are entitled to set off against any funds We may be holding any amount needed to reimburse us for our costs or expenses of defending against any claims against us related to your breach of any promise to us in this Agreement, including an amount to pay any attorneys' fees We incur associated with any such claims.
Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY SWREG. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Assignment. You may not assign this Agreement, or any of Your rights under this Agreement. Any attempt to assign in violation of the preceding shall, at Our option, render this Agreement null and void. However, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
No Exclusivity. Neither You nor We are obligated to deal exclusively with the other, and You may use other means or companies to distribute Your License Keys and/or Software, and We may distribute Software and/or License Rights provided by others that may be similar to or competitive with Your Software.
Force Majeure. We are relieved of any obligation to perform under this Agreement if We are unable to perform as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond our reasonable control.
Notices. If You are obligated under this Agreement to tell us something or You wish to give us legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested OR by nationally recognized overnight courier which provides a written proof of delivery, to the following address:
SWREG, Inc.
Attn: General Counsel
9625 76th Street, Suite 150
Eden Prairie, MN 55344
- If We are obligated under this Agreement to tell You something or We wish to give You legal notice of any kind, We may choose to do so by use of any of the addresses shown on your Store page, including postal mail or e-mail or posts within the SWREG user interface.
Modifications/Amendments.We reserve the right to amend/modify this contract or any portion of this contract. In the event of an amendment or modification, You will be notified as indicated above. If You are opposed to the amendment/modification, You will have the option of terminating Your contract as outlined in the Agreement. If You do not terminate the agreement within 30 days after We send notice of the amendments/modifications to You, You will be deemed to have accepted the new amended/modified version as the new agreement between Us effective as of that 30th day, and the prior version will be considered as having terminated. The waiver of any provision or the breach of any provision of this Agreement shall not be effective unless made in writing. Any waiver by either party of any provision or the breach of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision.
Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods.
Dispute Resolution. If there are any disputes or conflicts related to or arising out of this Agreement, You and We shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either You or We should start any litigation arising out of this Agreement, You expressly agree that the litigation will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, USA, and You expressly agree that any such court has personal jurisdiction over You. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule, but if You have provided an inadequate street address, You agree We may serve You by e mail.
Entire Agreement. This Agreement sets forth the entire understanding between You and Us concerning the subject matter hereof, and any prior understandings, or understandings that are not expressly contained in this Agreement, shall have no effect as of the date this Agreement is effective.
Relationship. The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between You and Us. Neither You nor We shall be obligated by any agreement, representation or warranty made by the other, nor shall You or We be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party's business or caused by the other party's negligence, willful act, or failure to act. There are no third-party beneficiaries through You under this Agreement.
Severability. In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
Survival. The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.
Headings. This Agreement is written with titles and headings intended to provide a greater understanding of the terms of the Agreement. However, the titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or impose any construction or meaning on any of the provisions of this Agreement.
Version 06.01 (1013)
SWREG is a registered trademark of SW REG, Inc.