LEVEL TWO (BULK LICENSE) RE-SELLER LICENSE AGREEMENT

BETWEEN
This Agreement is made by and between Rocksalt International  (ACN 001 673 641)  ('Licensor'), and the person or entity ('Licensee') who registers to become a reseller under the Rocksalt International Level Two Reseller Program described below.

RECITALS
A.  The Licensor owns Software which the Licensee wishes to re-sell.
B.  The Licensor agrees to allow the Licensee to re-sell the Software in accordance with the terms of this Agreement.
C.  The Licensor agrees to use the Software in accordance with the terms of this Agreement.

AGREEMENT

1.  DEFINITIONS AND INTERPRETATION

1.1  Definitions
In this Agreement:
'Agreement' means this document, including the Schedule;

'Business Day' means a day that is not a Saturday or Sunday or any other day that is a public holiday or bank holiday in the place where an act is to be performed or a payment is to be made;

'Design Guide' means any manual or associated technical information accompanying the software;

'Intellectual Property Rights' means copyright, trademark, patent, design;

'New Release' means an update or new version of the Software made generally available from time to time by the Licensor provided primarily to provide an extension, alteration, improvement or additional functionality to the Software;

'Re-seller Fee' means an annual license fee in US dollars that is payable by the licensee to the licensor of an amount to be negotiated;

'Software' means one or more of the software packages specified in Item 2 of Schedule A, and any New Release of the Software; and

'User Licence Agreement' means the licence terms for using the Software as notified on the Licensor's website from time to time.

1.2 Interpretation

(a)   A reference to money is to United States' dollars, unless otherwise stated.
(b)   "Including" and similar expressions are not words of limitation.
(c)   Headings are for convenience only and do not form part of this Agreement or affect its interpretation.

2.1   The Licensor grants to the Licensee a non-exclusive, non-transferable, licence to re-sell the Software.

2.2   The Licensee must ensure that each person to whom it sells a copy of the Software is provided with a copy of the User Licence Agreement, as amended from time to time.

3.1  3.1 The Licensee must pay to the Licensor the annual Reseller Fee, before any Software may be re-sold.

3.2   The Reseller Fees must be paid to the Licensor each year in accordance with Item 3 of Schedule A, or as otherwise agreed in writing between the Licensor and the Licensee.

If GST is imposed on any supply by the Licensor to the Licensee under this Agreement, the Licensee must pay to the Licensor the amount imposed.

5.1   The Licensee must keep a record in electronic form of each copy of the Software it re-sells.

5.2   On the date specified in Item 4 of Schedule A in each month the Licensee must send a copy of all records kept in accordance with clause 5.1 for that month to the Licensor's e-mail address listed at Item 6 of Schedule A, or as otherwise notified by the Licensor to the Licensee from time to time.

The Licensee does not acquire any rights, including Intellectual Property Rights, in connection with the Software, including the Design Guide, other than those specified in this Agreement.

7.1   The Licensee must not copy the Software except in accordance with this Agreement.

7.2   The Licensee must take all reasonable steps to ensure that no unauthorised copy or use is made of the Software.

The Licensee must not, without the written permission of the Licensor, alter or modify the Software, or any part of the Software, that it re-sells in accordance with this Agreement.

The Licensee must not, without written permission of the Licensor, re-package, re-label or in any other way change any identifying features of the Software, or any brand, logo or badge associated with the Software.

10.1   If the Licensor makes a New Release publicly available during the first year of this Agreement, the Licensor must provide, on the request of the Licensee, a copy of the New Release to the Licensee at no cost for the purposes of re-sale under this Agreement.

10.2   The Licensee may request the Licensor to provide a copy of any New Release made publicly available by the Licensor after the first year of this Agreement. The Licensor may impose a fee for providing this New Release.

The Licensee must notify the Licensor immediately if it becomes aware of any unauthorised reproduction, communication, modification or other use of the Software. If requested by the Licensor, the Licensee must co-operate fully with the Licensor in stopping any infringement.

Any special conditions applicable to this Agreement are set out in Item 5 of Schedule A.

13.1   The Licensee acknowledges that the Licensor makes no express warranties under this Agreement.

13.2   Subject to clause 13.3:

(a) except for damages suffered by the Licensee arising directly out of a breach of this Agreement by the Licensor ('Direct Damages'), the Licensor is not liable for any damage suffered (directly or indirectly) by the Licensee arising in any way out of (including but not limited to, arising out of negligence by the Licensor or its employees, contractors or agents) the provision, delay in providing or failure to provide the Software or maintenance, this Agreement or the termination of this Agreement; and

(b) the Licensor's total liability for Direct Damages is limited to the amount paid by the Licensee to the Licensor under this Agreement for the Software in respect of which the breach occurred.

13.3  The Licensor excludes all conditions or warranties that may not be excluded by operation of law. In the event a warranty is not excluded, the Licensor's liability is limited to the cost of re-supplying the Software.

14.1  The Licensee indemnifies the Licensor against:

(a) all losses incurred by the Licensor;

(b) all liabilities incurred by the Licensor; and

(c) all legal costs (on a solicitor and own client or full indemnity basis, whichever is the greater) and other expenses incurred by the Licensor in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); arising directly or indirectly as a result of or in connection with a breach or non-performance of any of the obligations of the Licensee under this Agreement whether express or implied.

14.2  The Licensee must pay to the Licensor all liabilities, costs and other expenses referred to in clause 14.1, whether or not the Licensor has paid or satisfied them.

15.1  This Agreement will continue until terminated under clause 15.2 or 15.3.

15.2  The Licensor may terminate this Agreement at any time by giving 30 days written notice to the Licensee.

15.3  The Licensor may terminate this Agreement at any time with immediate effect by giving written notice to the Licensee if the Licensee breaches clauses 3, 5, 7, 8 and 9 of this Agreement.

15.4  On termination the Licensee must immediately:

(a) stop re-selling the Software;

(b) return to the Licensor all copies of the Software in its possession or control; and

(c) ensure that all of the Software has been deleted or permanently removed from any computer equipment on which it is stored.

15.5  Clauses 7, 11, 13 and 14 will continue after termination of this Agreement.

A notice connected with this Agreement may be sent to either party to this agreement to the addresses or contact numbers notified in Items 6 and 7 of Schedule A, or as you the 'Licensee' has previously specified online by electronic means.

This Agreement must not be assigned or novated by the Licensee without the Licensor's written consent.

If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.

19.1  This Agreement:

(a) is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and

(b) supersedes any prior agreement or understanding on anything connected with that subject matter.

19.2  Each party has entered into this Agreement without relying on any representation by any other party or any person purporting to represent that party.

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

21.1  This Agreement is governed by the law applicable in the Australian Capital Territory.

21.2  Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory.

22.1  The licensee is prohibited to distribute, re-sell the Software free of charge. The charge associated with the software may be an indirect fee associated with goods or services that the Licensee provides.

SCHEDULE A

• VP-ASP Shopping Cart Plus the Option Package

Number of Licenses
To be negotiated between the Licensor and the Licensee.

Expiry Date for unused licenses
To be negotiated between the Licensor and the Licensee.

Maximum number of electronic gateways
10 VP-ASP gateway interfaces will be supplied on request of the Licensee.

Maximum number of VP-ASP Language files
All VP-ASP language files are available on request of the Licensee.

ITEM 6 - Licensor's Contract Details for Service

Company: Rocksalt International Pty Ltd
Address: PO Box 5156, Sth Melbourne VIC 3205
Facsimile: +61 3 9686 4496
E-mail: sales@vpasp.com

ITEM 7 - Licensee's Contract Details for Service
To be supplied at time of electronic registration.