Distributor Reseller Terms and Conditions

You agree that You are providing Your contact information freely and will receive marketing and other materials related to Lightspeed Systems Suite of Products.

You agree that You will not release to the news media or general public any information referring to Lightspeed Systems or Lightspeed Systems products and services, without Lightspeed Systems’s prior approval, which shall not be unreasonably withheld.

You acknowledge that through a separate agreement with the Distributor, that You are a reseller of the Distributor and desire to sell Lightspeed Systems Suite of Products through that agreement. You acknowledge that Lightspeed Systems is not a party to Your agreement with the Distributor and this agreement does not supersede, alter, amend, or in any way change any agreement between You and the Distributor.

You may advertise, promote, and market the Products solely to third party End Users, and may provide professional services in support of the End User's implementation and use of the Products. "End User" means a person or entity that wants to access the Products for its own internal use, not for resale or distribution. You may not authorize or appoint any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties to advertise, market, or promote the Products, or to exercise any other rights granted to You under this Agreement. Lightspeed Systems reserves all rights not specifically granted to You hereunder. Without limiting the generality of the foregoing, Lightspeed Systems reserves the right to advertise, promote, market, and distribute the Products, and to appoint third parties to advertise, promote, market, and distribute the Products, worldwide. Further, Lightspeed Systems reserves the right, in its sole discretion, at any time and from time to time, to modify any of the Products and services it offers, or to discontinue the service, support, distribution, sale, or licensing of any of the Products or services it offers without liability of any kind.

You will at all times act in an ethical and professional manner and in accordance any guidelines issued by Lightspeed Systems. You will: (a) conduct business in a manner that reflects favorably on the Products and the good name, goodwill, and reputation of Lightspeed Systems; (b) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Lightspeed Systems or the Products including, without limitation, disparagement of Lightspeed Systems or the Products; (c) not make any false or misleading representations with respect to Lightspeed Systems or the Products; and (d) not make any representations with respect to Lightspeed Systems or the Products that are inconsistent with Lightspeed Systems' Terms of Use for the Products.

Lightspeed Systems may provide You promotional materials with respect to the Products. You may use the promotional materials only for purposes of advertising, marketing, and promoting the Products to End Users. You may not create or distribute any promotional materials with respect to Lightspeed Systems or the Products without Lightspeed Systems' prior written approval of such materials.

You are responsible for obtaining all permits and licenses that may be necessary in connection with Your business. You agree that shall comply with all applicable laws, rules, and regulations in the performance of this Agreement. Without limiting the generality of the foregoing, You shall comply with the U.S. Foreign Corrupt Practices Act and any similar laws or regulations in any applicable jurisdiction, as well as all applicable export and import laws and regulations, including, but not limited to, U.S. sanctions administered by the Office of Foreign Assets Control (OFAC), any similar sanctions in any applicable jurisdiction, the Export Administration Regulations (EAR), and any other laws or prohibitions on certain end uses, End Users or destinations. Without limiting the foregoing, You shall:

1. Ensure that Licensed Materials are not used, transferred, or otherwise exported or re-exported, directly or indirectly, to Crimea, Cuba, Iran, North Korea, Syria, or any other destination subject to U.S., European Union, or UN Security Council embargos or sanctions or to any person or entity on the Specially Designated Nationals List, Entity List, or other similar lists of prohibited or restricted parties.
2. Maintain appropriate policies and procedures to ensure compliance with the laws and regulations applicable to this Agreement; and
3. Immediately notify Lightspeed Systems in the event of any alleged, suspected or actual violation of these laws and regulations.