Reseller Agreement

All resellers understand and agrees to the following terms and conditions which apply to any and all accounts placed with WAN Solutions.

 Terms and Conditions

WAN Solutions, Inc. (Consultant), a Michigan Corporation, and The Client as described by company and/or contact referred to as Client, hereby agree as follows:

1. Client may from time to time order services from Consultant, orally or in writing, and upon acceptance by Consultant, such orders shall be governed by this Contract, and be considered an addendum thereto. At various times during the performance of such services, Client shall pay Consultant according to the attached Addendum A, and Consultant may subsequently revise it upon notice to Client, but such revisions shall not affect projects begun and not yet completed.
2. Any service order which is accepted that contains provisions having the effect of modifying the terms of this Contract shall be considered as amendments for that project only, and shall not amend this Contract unless it explicitly so states and is signed by both parties.
3. All employees of Client, unless Client shall specifically state otherwise in writing, shall be considered agents of Client and authorized to order and accept services from Consultant, and shall be bound by this Contract.
4. Consultant may invoice weekly for any services rendered. All invoices and statements from Consultant to Client are payable upon receipt. After ten (10) days of receipt, they shall thereafter earn interest at the highest rate allowable by law, or at the rate of eighteen (18) percent per annum, whichever is less.
5. The performance of any services ordered under this Contract shall not imply an obligation to perform any other service under this Contract. Consultant reserves the right to schedule its services for its various Clients in a way that Consultant deems best to balance the needs of all, and Client has the right to cancel a service order if such service is not performed on schedule as amended, and to order such service from another party upon notice to Consultant.
6. Any order for services under this Contract may be terminated by either party upon written notice to the other, payment thereto of any sums owing, and return of any property thereto belonging. In addition, Client agrees that cancellation of any services once work has begun does not relieve the Client of their financial obligation, and the Client shall forward a payment to Consultant in the amount of the total outstanding balance on their account forthwith.
7. This Contract and the services to be performed hereunder shall not be assigned or delegated by either party without the consent of the other.
8. Consultant shall not be held responsible for downtime caused by upgrades, scheduled system maintenance, administrative tasks, other incidental interaction, or Client's incorrect modification of their own systems. Consultant provides direct support and expertise in the software it provides, any unplanned outages due to software failure are the direct responsibility of the software publisher and not of Consultant.
9. Consultant will take all known precautions necessary to ensure network and data security. However, Consultant will not be held responsible for Client’s inconvenience or lost revenues due to a network breach or data loss nor be responsible in any way for Client’s data security.

1. Consultant shall perform all services in accordance with the highest professional standards prevailing in the area at the time, and shall at all times attempt to serve the best interests of Client in connection with such services, and shall advise Client when services it requests are not in its best interest or in the best interest of its Sub-Clients. Likewise, Client agrees to conduct its business with Sub-Client and others in accordance with the highest business ethics, and Consultant shall have the right, after due notice to Client, to notify Sub-Client of any breach of such ethics.
1. Certain tasks may require the cooperation of a third-party.  Consultant shall make every effort to contact, cooperate, and represent the best interests of Client.  However, Consultant shall not be held responsible for any third-party’s incompetence, inadequacies, or failures. Moreover, Consultant shall not be held responsible for any financial or legal consequences imputed or otherwise caused by a third-party vendor’s interactions or involvement.
2. Certain systems (especially older ones) are propriety and can present numerous obstacles when migrating to a newer platform.  Sometimes, the vendors of these systems can be quite reticent or even outright obstinate in offering support.  More often than not, they either do not know what to do, or will not help unless they are paid additional fees.  Also, they may discontinue or even revoke licenses if you do not do what they dictate.
3. In some circumstances, older hardware or software does not function correctly (or at all) with partial system upgrades.  Also, it may not be possible to know if a particular piece of hardware or a software application will function correctly without actually trying it.  Partial upgrading is not an exact science and unforeseen difficulties often arise.  Sometimes older hardware simply does not work with newer systems.  More often than not, hardware vendors have not or will not provide device drivers (software that interfaces the hardware to the operating system) for the older piece of equipment. Thus, every effort will be made to ensure proper function, it is not guaranteed.
2. In the event that either party shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets, or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of the rights of creditors, then, at the option of the other party, this Contract shall terminate and be of no further force and effect, except for the payment of outstanding claims and the return to either party of such property, tangible or intangible, which shall be in its possession.
3. If any affiliate, parent, subsidiary, or other company controlling, controlled, or in common control with a party shall take or omit any action which, if done or omitted by the party would constitute a breach of this Contract, such shall be deemed a breach by such party with like legal effect.
4. Each party shall indemnify the other against all direct losses, costs and expenses, including reasonable attorney fees and court costs, which the other may incur by reason of the breach of any term, provision, covenant, warranty, or representation contained herein or in connection with the enforcement of this Contract or any provisions thereof.
5. Concerning the services rendered hereunder, the liability of the Client shall be limited to the total amount payable under this Contract, the liability of the Consultant shall be limited to the total amount payable and received, and neither party shall be liable to the other for any indirect, special, or consequential damages.
6. Neither party shall be responsible for delays in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to force majeure (acts of god, higher force, of the like), strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, theft, power failure, communication failure, storms, earthquakes, or other disasters.

1. The parties to this Contract acknowledge that performance of this Contract may result in the development of new proprietary or secret concepts, methods, techniques, processes, adaptations, or applications, which may or may not be protected by patent or copyright. The parties agree that the same shall, in the absence of other agreement to the contrary, belong to Consultant, but Client shall have a non-exclusive license to use such.
2. Each party shall perform hereunder in accordance with applicable laws, rules, and regulations now or hereafter in effect. If any provision of this Contract shall be found to be illegal or unenforceable, then the remaining provisions of this Contract shall remain in full force and effect, and such term or provision shall be deemed stricken for as long as it remains illegal or unenforceable.
3. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing. Any consent by any party to, or waiver of, any breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for, any other different or subsequent breach.
4. All notices under this Contract shall be deemed duly given if delivered by hand or by certified mail, return receipt requested, to the designated address of the other party.
5. In the absence of agreement to the contrary, this Contract shall be governed by the laws of the state in which the services are delivered, if delivered in person by an agent or employee of the Consultant, by the laws of the state from which services are delivered if shipped or delivered by electronic or other means, and otherwise by the laws of the State of Michigan.
6. In the purchasing of any product for Client pursuant to service orders under this Contract, Consultant shall be deemed as acting as agent for Client, not as a dealer or distributor, and shall not be liable for any sales, use, or business taxes therefore, or for any product warranty, express or implied.
7. In the absence of agreement to the contrary, Consultant shall retain all rights to any and all source code and software developed by Consultant under this Contract.  Consultant shall furnish Client, upon request, with the source code for any software developed by Consultant under this Contract, unless such disclosure would violate the rights of a third party, charging therefore only the cost of making the copy and the cost of the medium on which the copy is furnished. Client may require Consultant to place with a mutually agreed escrow agent any source code to which Consultant has all rights which is not developed in response to service orders under this Contract but which is used by Consultant to provide such service, and which Client would need to continue use of software provided under this Contract if Consultant should become unable or unwilling to do so.
8. In any project lasting more than a week, Consultant shall make regular progress reports at weekly or other agreed intervals, and shall receive progress payments for work done to date, with no retainage. Client shall have the right to cancel such project at any stage, upon payment to Consultant of fees earned and reimbursable expenses incurred to the date and time of receipt of the notice of such cancellation.
9. Consultant shall warrant its hardware installation and maintenance and its software development and maintenance work for a period of ninety (90) days after delivery of completed work, but shall warrant only its own labor, and the warranty on software shall be limited to defects which cause the programs to cease execution, issue error messages, or calculate incorrect values, when used properly with valid data. Consultant may void this warranty if the hardware or software is modified in any way by any person or event not under the control of Consultant.  Such events shall include but not be limited to force majeure (acts of god, higher force, of the like), riots, acts of war, governmental regulations imposed after the fact, fire, theft, power failure, storms, earthquakes, environmental damage (e.g. smoke or water damage), or other disasters.

• Consultant shall have the right to perform any work at its own premises, using its own equipment. Consultant shall be responsible for the care and protection of any equipment or software in its possession belonging to Client or Sub-Clients.
• Each party shall have the right to inspect, at reasonable times, records of the other, which bear upon compliance with the terms and provisions of this Contract.
• This Contract constitutes the entire agreement between the parties with respect to the subject matter thereof. All prior agreements, representations, statements, negotiations, and understandings are superseded hereby.
• The commencement date of this Contract shall be the date indicated below. No amendment to this Contract shall be effective unless it is in writing and signed by duly authorized representatives of both parties.