Cold Fusion eCommerce, hosting and design

Phone:	(916) 849-8911
Fax:	509-355-0810
eMail:	info@cf-acs.com
Address:	5050 Laguna Blvd. Suite 112-395 Elk Grove, California 95758 U.S.A

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eConstruct!^® Reseller

As an eConstruct!^® reseller, additional store licenses can be purchased for just $250.00 each. There are no setup fees or membership cost. How to qualify?

1. Signup using the below form. After signup, you will receive logon information via email.

2. Logon and purchase the Developer's package. Your first purchase is charged at the standard rate.

Note: Fields in BOLD are required.

Please provide us with the following info.

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US State (If country is USA): *Required if Country is USA*

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Shipping address is the same? Yes No

Software Distribution Agreement

This Software Distribution Agreement ("Agreement") is made and effective (date shown in above form) by and between Advanced Commerce Solutions, a California company ("Developer"), and you (Name and address entered above) ("Distributor"). Developer has developed certain software it desires to distribute. Distributor is in the business of marketing and distributing software products. Developer and Distributor desire to arrange for Distributor to market Developer's software as set forth herein. NOW, THEREFORE, it is agreed: 1. Distribution of Software. A. Appointment. Subject to the terms of this Agreement, Developer appoints Distributor as a nonexclusive distributor for the following of Developer's software (the "Software"): eConstruct!® & eConstruct!® Site Control Panel. Distributor shall market copies of the Software supplied by Developer to customers for use only in the United States during the term of this Agreement. Distributor shall have no right to make copies of the Software. Distributor shall not distribute any copy of the Software without Developer's end-user software license agreement. Distributor will not export any Software outside the United States. Distributor agrees to abide by 'non-disclosure' agreement and not distribute software in open-source code format. B. Orders for Copies of Software. Any and all orders by Distributor for copies of the Software shall be pursuant to the terms and conditions of this Agreement. Such terms and conditions shall supersede any additional or conflicting terms or conditions contained in any purchase order or other communication from Distributor. Orders must be in writing, via website, delivered in person, by mail, overnight delivery service or telecopier. Each order shall be for a minimum of one (1) units. C. New Versions. In the event that Developer releases a new version of any Software product during the term of this Agreement, Distributor may elect to purchase new versions at standard prices unless distributor previously purchased an upgrade subscription. Distributor shall not have the right to return any copies of the old version that have been sold by Distributor prior to release of the new version. D. Returns. No returns are accepted in any form or shape. E. Suggested Retail Price. Developer reserves the right to modify or change its prices without prior notice. F. Marketing Funds. There will be no marketing funds provided to Distributor. 2. Prices and Payment. A. Prices. For each copy of the Software ordered by Distributor, Distributor shall pay to Developer the price set forth on Advanced Commerce Solutions web site at http://www.cf-acs.com. The prices shall be subject to change at Developer's sole option without prior written notice to Distributor. Distributor shall pay the amount of Developer's invoice. B. Taxes. Distributor shall pay, or reimburse Developer as appropriate, for any sales, use, excise, property, or other tax imposed upon the provision of the Software to Distributor and amounts paid by Developer hereunder. In no event shall Distributor be responsible for taxes based on Developer's income or for the privilege of doing business. 3. Term and Termination. A. Term. The "Initial Term" of this Agreement shall commence on the first date above and shall continue for a period of twelve (12) months, unless terminated earlier as provided herein. Either party may terminate this Agreement effective upon the end of the Initial Term by written notice to the other at least ninety (90) days prior to the end of the Initial Term. If not terminated at the end of the Initial Term, the Agreement shall automatically renew for successive periods of one (1) year each, unless terminated by either party at least ninety (90) days before the end of any renewal term. B. Termination. This Agreement may be terminated at any time: (i) by either party if there is a default of a material obligation which is not cured within thirty (30) days following notice from the non-defaulting party; (ii) by Developer if Distributor ceases to function as an ongoing concern or to conduct its operations in the normal course of business; or (iii) by Developer if Distributor shall become insolvent or bankrupt or Distributor shall make an assignment for the benefit of creditors or a trustee or receiver shall be appointed for Distributor. Except for a termination for cause, neither party shall be liable to the other or to any other person for any loss or damage occasioned by the termination of this Agreement as provided herein. 4. Non-disclosure Agreement. Distributor agrees not to modify or disassemble the program or accompanying online documentation, in whole or in part, except as expressly provided for in this agreement or upon Advanced Commerce Solutions prior written approval. In addition, Distributor agrees not to transfer, license or disclose the open source program or accompanying online documentation, in whole or in part, to any third party. Finally, you agree not to use the program or material and the accompanying online documentation, in whole or in part for any purpose other than as outlined in this agreement. 5. Disclaimer. EXCEPT AS PROVIDED IN THIS AGREEMENT, DEVELOPER DOES NOT MAKE AND DISTRIBUTOR DISCLAIMS, ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Developer provides a limited warranty to the end user of the Software as set forth in the license agreement that accompanies the Software. 6. Limitation of Remedies and Liability. A. Damages. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF DEVELOPER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. Further limitation. In the event that any disclaimer of warranty or limitation of liability is found to be unlawful or inapplicable, or to have failed of its essential purpose, Developer's liability shall be limited to the amount paid by Distributor for the specific Software copy that caused such liability. C. Indemnification. Distributor agrees to indemnify and hold harmless Developer from and against any claim, loss, suit or damage, including reasonable attorney's fees and costs, arising out of any failure of Developer to perform any obligation in this Agreement or to properly deliver any Software to anyone purchasing from Distributor. D. Reliance. Developer is willing to license the Software to Distributor only in consideration of and in reliance upon the provisions of this Agreement limiting Developer's exposure to liability, such as are contained in this Section 5. Such provisions constitute an essential part of the bargain underlying this Agreement and have been reflected in the license fees and other consideration specified in this Agreement. 7. Maintenance and Support. Maintenance and support for the Software for the benefit of Distributor are not provided under this Agreement. 8. Notices. Any notice or other communication under this Agreement shall be deemed given if delivered in writing to the intended recipient either in person or mailed, certified or registered, postage prepaid, or by recognized overnight delivery service, to the intended recipient at the address specified herein: If to Developer: Advanced Commerce Solutions 5050 Laguna Blvd. #112-395 Elk Grove, CA 95758 If to Distributor: (Name and address entered above) or such other address as a party may specify from time to time pursuant to this Section 7. 9. Governing Law. This Agreement shall be governed, construed and enforced according to the laws of the State of Utah. 10. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. 11. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 12. Severabilty. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above stated.
I Acknowledge and Agree to the Software Distribution Agreement