PCI AUTHORIZED DOMESTIC RESELLER PROGRAM TERMS AND CONDITIONS

PC Imageware Corporation ("PCI") and the reseller named in the attached PCI Authorized Reseller Program Application ("Reseller") agree to the following terms and conditions:

1. Appointment as a PCI Authorized Reseller.
   PCI hereby appoints Reseller as a PCI Authorized Reseller at Reseller's business location for PCI products ("Licensed Product") which include software, its documentation, and related materials supplied by PCI and PCI Authorized Distributor ("Distributor"), or a PCI Authorized Source.
   
   
2. Distribution by Reseller.
   As a PCI Authorized Reseller, Reseller shall: sell to end users only limited licenses for the use of Licensed Product in the United States and Canada; not utilize mail order as method of selling licensing, or distributing Licensed Product; not redistribute or sell any Licensed Product provided solely for demonstration purposes or labeled "not for resale"; not distribute the Licensed Product when Reseller knows or reasonable should know that such distribution will result in Licensed Product being exported from the United States or Canada.
   
   
3. Training Requirements.
   a) Reseller shall satisfy the PCI Authorized Reseller Sales Training and Technical requirements as specified in PCI's Authorized Reseller Program Application. Reseller must retain a technically-trained employee while selling PCI products.
   
   b) If an employee who has successfully completed the PCI technical requirements is no longer employed at a Reseller Office, then the Reseller must have a second employee at that office successfully complete PCI training requirements within forty-five (45) days of the first employees departure. The trained technical contacts name and certificate of training shall be reported to PCI.
   
   
4. Warranties by Reseller to Consumer.
   Reseller shall make no representation or warranties to its customers on behalf of PCI or Distributor Reseller agrees to indemnify and hold PCI Distributor harmless from and against any and all claims, actions, costs, loses, or liabilities based upon or arising out of any statements and/or representations made by Reseller or its employees with respect to Licensed Product, except for statements that are direct quotations of the documentation and marketing materials provided by PCI.
   
   
5. Reseller as an Independent Contractor.
   Reseller and PCI are independent contractors and are not agents or representatives for each other. Reseller does not have the power to bind PCI and shall not misstate or misrepresent its relationship to PCI.
   
   
6. End-User Licenses.
   Reseller further agrees to include with each Licensed Product an enforceable "break-the-seal" agreement, or have the end user sign an enforceable written agreement substantially similar to the "break-the-seal" license Reseller may open and install Licensed Product on the end user's computer system for the end user's convenience, only if the end user has signed an enforceable written agreement described above prior to such installation. Reseller must maintain a copy of these licenses in its files. PCI retains the right to audit these files to assure compliance. In addition, Reseller shall insure that installed Licensed Product is licensed with the Licensed Product reference manuals, original floppy diskettes, and related materials contained in Licensed Product package, including serial numbers and activation keys.
   
   
7. Use of Trademark.
   Reseller acknowledges that all trademarks, service marks, tradenames, logos or other words identifying Licensed Product or PCI's business together with related services, related documentation and any advertising/promotional literature furnished by PCI to Reseller are and will remain the exclusive property of PCI and its suppliers.
   
   Reseller shall not use or display the trademarks, service marks, tradenames or logos ("the Marks") of PCI except to identify Licensed Product in advertising, promotional activities, publications, and as otherwise specifically permitted under the PCI Authorized Reseller Program without prior written authorization of PCI. PCI expressly prohibits any direct or indirect use; reference to, or other employment of its name, corporate logo, trademarks, service marks, or trade names.
   
   All authorized uses by Reseller of the Marks will clearly identify PCI, and its suppliers where appropriate, as the owner(s) of the Marks and Reseller will cause to appear in any advertisement, publication, public presentation, and on packaging and external correspondence, the appropriate designations for Licensed Product and related services are either (, (, ( or , as appropriate.
   
   
8. Ownership of Licensed Product.
   Reseller aknowledges that, subject only to the licenses specifically granted herein, all right, title, and interest in Licensed Product provided to Reseller is the property of PCI or its suppliers. RESELLER ACKNOWLEDGES THAT THE LICENSED PRODUCT IS COPYRIGHTED AND THAT RESELLER MAY NOT REPRODUCE ANY COPIES OF THE LICENSED PRODUCT. Reseller is expressly prohibited from reverse engineering, reverse assembling, or decompiling of the Licensed Product for any purpose whatsoever.
   
   
9. Disclaimer of Warranty.
   ALL LICENSED PRODUCT IS DELIVERED TO RESELLER "AS IS". PCI AND IT'S DISTRIBUTORS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO LICENSED PRODUCT.
   
   
10. Limitation of Liability.
    NEITHER DISTRIBUTOR, PCI NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR USE OF DATA, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EVEN IF PCI OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO EVENT WILL PCI'S OR DISTRIBUTOR'S LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY PCI FROM RESELLER DURING THE (3) MONTH PERIOD PRECEDING THE DISPUTE GIVING RISE TO SUCH LIABILITY.
    
    
11. Orders, Payment, Inspection and Delivery.
    Reseller may order LICENSED PRODUCT from PCI authorized DISTRIBUTORS. Reseller's price for LICENSED PRODUCT shall be the price set by the DISTRIBUTOR.
    
    
12. Termination.
    Reseller's appointment shall continue for one (1) year from the date such appointment is accepted by PCI and it will be automatically renewed for one (1) year terms, except that it may be terminated without cause by either party upon thirty (30) days written notice to the other party. In the event of termination or non-renewal for any reason, neither party shall be liable to the other because of such termination or non-renewal, for compensation, reimbursement or damages on account of loss of prospective profits or anticipated sales, or on account of expenditures, inventories, investments, leases, or commitments in connection with the business or good will of Reseller, Distributor, or PCI. Notwithstanding termination or non-renewal, Resellers obligation to pay for all Licensed Product delivered to Reseller shall continue after termination.
    
    
13. Governing Law.
    Any disputes or claims shall be governed by and constructed in accordance with the laws of the Province of Ontario, Canada. In the event that any part or provision of this Reseller Program are held to be void or otherwise unenforceable, the remaining parts or provisions shall not be affected.
    
    
14. Terms Control.
    The terms of this Agreement shall control any conflicting or inconsistent standard terms or conditions on any purchase order or invoice.

Return to the Var Opportunities
This program and related requirements are subject to change without notice. For more information on the PCI Authorized Reseller Program, contact PCI at:

12062 Valley View Street
Suite 208
Garden Grove, CA
92845

206-1252 Lawrence Avenue East
Toronto, Ontario,
M3A 1C3
Canada

Tel. (416) 690-0440, Fax (416) 694-9172
email pci_info@pci-corp.com, Web: WWW.PCI-CORP.COM

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