We are always interested in working with new partners who can add value to our product and service offerings. By working closely with you our partners, we can offer new and innovative product solutions that factor perspective into and across network management functions. We take our relationships seriously and strive to offer best-in-class service and support that can drive additional volume to your business.

Please complete the following on-line application to be considered for special discounted pricing in the Netquation Partner Program. Submission of this form means you have read and agree to the Software Distribution Agreement below:

Netquation Software Reseller & Distribution Agreement

This Software Distribution Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Netquation Distributor Program (the "Program"). As used in this Agreement, "Netquation" means Netquation, Inc., and " Distributor " means the applicant. You must agree to these provisions to be considered and approved for distribution of Netquation products.

1. Enrollment in the Program

To begin the enrollment process, Distributor must submit the above form for review to our web site. Netquation will evaluate your application in good faith and will notify you of your acceptance or rejection. If Netquation reject your application, you are welcome to reapply to the Program at any time. By submitting the application, Distributor confirms that Distributor agrees with these provisions.

2. Improper Business Practices

Netquation reserve the right to terminate a Distributor account at any time with immediate effect if it's found that Distributor is exercising any of the Improper Business Practices. Improper activities include, but are not limited to:

Linking to www.netquation.com from sites that contain sexually explicit or any indecent, obscene or clearly offensive material, promote any illegal activity or promote violence
Providing customers with insufficient or misleading information about business, products, trademarks or copyrights

Any other method of promotion which, in our judgment, is likely to bring Netquation, Inc. into disrepute

In addition, the Distributor shall not, in the opinion of Netquation, establish a business practice whereby the Distributor targets customers based on the use of Netquation Trade Names or Product Names. Such business practice would include but not be limited to the purchase of search positions based on Netquation Trade Names and Product Names, the creation of web pages that confuse the customer into making the assumption the Distributor's web page is in fact SolarWinds, and the creation of marketing material using Netquation Trade Names.

3. Order Processing

Orders may be placed via Credit Card or with a Purchase Order. Late payments on Invoices may be assessed a Purchase Order fee. Distributors that are repeatedly late in payment of invoices will have their ordering privileges revoked. Netquation will be responsible for all aspects of product fulfillment. Product will be shipped upon receipt of order. Netquation e-mails a PASSWORD to unlock the licensed tools. Please include the customers e-mail with each order. If the customer e-mail is not included with the order the password will be e-mailed to Distributor who will be responsible for forwarding it to the Customer.

4. Pricing

The discounted cost of our products to Distributor is based on the volume of sales you generate. The current pricing discount begins at 20% for the Net|Depict software and increases based on sales and performance. For information on discounts associated with the Broadband products please contact reseller@netquation.com. Netquation reserve the right to adjust our prices, although Netquation will not do so without giving prior notice. No invoice, receipt or pricing information on orders Distributor places will be communicated to the third party for whom you are ordering the products.

5. Invoicing

Netquation will invoice Distributor for any orders placed via a Purchase Order. Distributor must remit full payment to Netquation in USD by check or bank wire transfer within 30 days of receipt of invoice.

6. Policies and Pricing

Customers who buy products through this Distributor Program will be deemed to be customers of Netquation, Inc.. Accordingly, all Netquation, Inc. rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Netquation may change our policies and operating procedures at any time. Product prices may vary from time to time. You must collect and pay any applicable sales or use tax to the taxing authority on all sales.

7. Terms of the Agreements

The terms of this Agreement will begin upon our acceptance of Distributor application and will end when terminated by either party. Either Distributor or Netquation may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

8. Relationship of Parties

Distributor and Netquation are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Distributor will have no authority to make any representations on our behalf without written authorization from Netquation. Distributor may not make any statement that reasonably contradicts anything in this Section.

9. Limitation of Liability

Netquation will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Netquation have been advised of the possibility of such damages.

10. Distribution

As a reseller you may redistribute the Netquation Licensed Software to any customer within the United States and its territories or to any other country to which computer software can legally be exported.

11. Disclaimers

Netquation make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of a course of performance, dealing, or trade usage), except those specifically provided in the End User License Agreement.

12. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT NETQUATION MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

13. Miscellaneous

The laws of the United States and the Commonwealth of Virginia govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Fairfax County, Virginia, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

©Copyright 2006 Netquation, Inc. All Rights Reserved.
Last Updated 03/27/2007