Caelo Reseller Agreement

Please read this agreement carefully.

The parties agree as follows:

1) Arrangement:
Caelo Software BV (Caelo) publishes product information on its website at and provides various sales and marketing tools as well as product support if needed. The Reseller buys products at a discount price and resells these products to their clients. When the Reseller receives a Purchase Order from the Client the Reseller faxes Caelo a Site License Agreement Form with the Client’s Registration Information. Caelo then provides the Reseller with a Registration Key so that the Client can register the software after they have downloaded the software from the Caelo website.

2) Obligations of Caelo:
Caelo will supply Reseller with guidelines and marketing materials to be used by the Reseller in promoting Caelo products.

3) Obligations of the Reseller:
The Reseller uses the Reseller website, contact information, knowledge of the market and the tools provided by Caelo, to retail the products subject to the Terms of this Agreement. Activities that in Caelo's sole opinion misrepresent Caelo and/or our products are grounds for immediate termination of this agreement.

4) Term of the Agreement:
The term of the Agreement will begin upon acceptance of the Reseller Agreement and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Caelo reserves the right to terminate the agreement immediately if any terms of the agreement are not followed. Upon termination, the Reseller agrees to remove any and all links to Caelo’s website from it’s website, outgoing emails, or other distribution methods.

5) Modification:
At any time and in our sole discretion, Caelo may modify any of the terms and conditions contained in this Agreement by emailing a revised agreement to the Reseller. If a modification is unacceptable to the Reseller, the Reseller’s only recourse is to terminate participation in the Reseller Program. Continued participation in the Reseller Program following receipt of a revised agreement constitutes the Reseller’s acceptance of the new agreement.

6) Limitations:
Caelo makes no express or implied warranties or representations with respect to the Reseller Agreement or any products sold through the Agreement (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Caelo makes no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

7) Payment Terms:
The Reseller buys product/s from Caelo at a discounted price. Payment terms are Net 30 days.

8) Relationship of Parties:
Caelo and the Reseller are independent parties, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. The Reseller shall have no authority to make or accept any offers of representation on our behalf. The Reseller shall not make any statement, whether on their Web sites or otherwise, that would contradict anything in this agreement.

9) Miscellaneous:
This Agreement is the entire agreement between the Reseller and Caelo and supersedes all prior agreements, oral or written with respect to this license. Questions concerning this Agreement may be directed to Caelo Software BV, de Vlasakker 4, 5555 LH Valkenswaard, Netherlands. Email address to be used for termination of this Agreement: