Accept Reseller Agreement

VIDEX RESELLER PARTNER AGREEMENT

READ THIS VIDEX RESELLER PARTNER AGREEMENT CAREFULLY AS IT CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU, THE RESELLER, AND VIDEX. IN ORDER TO PARTICIPATE IN THE VIDEX PARTNER PROGRAM IN ANY CAPACITY, YOU MUST FIRST ACCEPT THIS AGREEMENT. IF YOU DO NOT OR CANNOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE VIDEX PARTNER PROGRAM.

This Videx Reseller Partner Agreement (“Agreement”) constitutes a binding legal agreement between you (“Reseller”), individually and/or on behalf of your company, organization, educational institution, or agency as its authorized representative, and Videx, Inc. (“Videx”) and establishes the terms of Reseller’s participation in the Videx Partner Program (the “Program”). Reseller’s participation in the Program is subject to approval by Videx.

1. ACCEPTANCE AND ELECTRONIC ACKNOWLEDGMENT
Reseller agrees that acceptance of this Agreement may be signified electronically. Reseller indicates its acceptance of this Agreement and agrees to be bound by all terms and conditions set forth herein by: (a) acknowledging such acceptance through clicking an “AGREE” or similar button or check box, as provided by Videx in connection with Reseller’s access to this Agreement; (b) submitting a Partner Application to apply for participation in the Program; (c) ordering, receiving, or accepting, for resale or distribution, any Videx-branded hardware products including, but not limited to, optical barcode scanners, RFID scanners, and touch memory button readers (“Videx Products”); or (d) otherwise participating in the Program in any capacity.

2. PROGRAM PARTICIPATION
Subject to Reseller’s acceptance of this Agreement, Videx will grant Reseller a personal, non-transferable, non-exclusive right to participate in the Program at the Partner Level for which Reseller is approved.

3. PARTNER LEVELS AND RESELLER QUALIFICATION
The Program comprises Partner Levels, as described in the Videx Partner Level Defintions. Reseller may qualify for one or more Partner Levels based, in part, on Reseller’s level of expertise and business competency. Videx will approve Reseller for participation in the Program at the Partner Level that corresponds to Reseller’s qualifications, as determined in Videx’s sole discretion. The Partner Level at which Reseller is approved may be revised by Videx. In order to qualify for participation in the Program and to resell or distribute Videx Products under this Agreement, Reseller must satisfy all applicable requirements for at least one Partner Level, as set forth in the Videx Partner Level Definitions (hereinafter, the “Eligibility Requirements”). Videx reserves the right to deny Reseller participation in the Program for any or no reason, even if Reseller otherwise satisfies all applicable Eligibility Requirements. During the term of this Agreement, Reseller must comply with all terms of this Agreement. If, at any time, Reseller does not meet all applicable Eligibility Requirements or does not comply with any term in this Agreement, Videx may, in addition to other available remedies, terminate this Agreement, with cause, in accordance with Section 5.2.

4. RELATIONSHIP OF THE PARTIES
4.1. Use of the word “partner” or “partnership” in this Agreement, in the Eligibility Requirements, on the Videx Partner Portal website (accessible at videxteam.com), or in connection with any other Videx material made available to Reseller does not mean legal partner and does not create a legal partnership between the parties. Reseller and Videx have absolutely no right to share in profits or losses from the sale of Videx Products, the development of software programs or code for operation on Videx Products, or other activities. Reseller is an independent contractor engaged in purchasing Videx Products solely for resale to its customers. Reseller is not an agent or legal representative of Videx for any purpose, and has no authority to act for, bind or commit Videx. Reseller’s participation in the Program does not establish a partnership, agency, joint venture, fiduciary duty, franchise, business opportunity, employment, or other form of legal association between Reseller and Videx.

4.2. Reseller has no authority to make any commitment on behalf of Videx, including, without limitation, any commitment with respect to quantities, delivery, modifications, compatibility with third-party products or software, suitability of software, or suitability in specific applications. Reseller has no authority to modify the limited warranty offered with Videx Products (accessible electronically at videx.com/warranty). This Section 4.2 shall not be interpreted to limit or prohibit Reseller’s ability to offer, at its sole risk and expense, its own warranty terms in connection with its independent resale of Videx Products. In no event shall Videx be responsible for or legally bound by any representations or warranties made by Reseller.

4.3. Reseller shall not represent itself in any manner that implies Reseller is an agent or branch of Videx, or that Reseller has any relationship to Videx other than that of an independent contractor authorized to resell Videx Products. Upon notice from Videx, Reseller shall immediately change or discontinue any representation, advertisement, or business practice that Videx considers misleading or deceptive.

5. TERM, LIMITATIONS, TERMINATION
5.1. The term of this Agreement shall be one (1) year, commencing on the date that Videx delivers notice indicating that Reseller is approved for participation in the Program. Subject to Reseller’s compliance with the terms set forth herein, this Agreement will automatically renew for successive one (1) year terms, unless terminated earlier in accordance with Section 5.2 or Section 5.4.

5.2. Neither Videx nor Reseller has any ongoing obligation to supply or resell products or services, respectively. Videx and Reseller may each terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice. Except for termination by Videx under Section 5.4, expiration or termination of this Agreement does not release either party from any obligation that accrued prior to the effective date of such expiration or termination. Upon termination or expiration of this Agreement, Reseller shall immediately pay all outstanding fees and invoices owed to Videx. If Reseller is entitled under local law or otherwise to any special payment or termination indemnity as a result of termination or expiration of this Agreement, Reseller hereby waives and disclaims any right to such payment or indemnity.

5.3. Videx may amend this Agreement from time to time, by written notice to Reseller. Unless specified otherwise, any such amendment will become a part of this Agreement on the date Videx delivered the notice. In order to continue participation in the Program, Reseller must agree to any such amendments to this Reseller Partner Agreement. If Reseller does not agree with the new terms, Reseller shall immediately notify Videx and cease its participation in the Program.

5.4. Within three (3) months following a Change of Control (defined below) of Reseller, Videx may terminate this Agreement immediately upon written notice. If Videx terminates this Agreement in accordance with this Section 5.4, Videx shall be automatically released from, and Reseller will be deemed to have released Videx from, any and all outstanding obligations related to delivery or supply of Videx Products to Reseller, including any such obligations that may have accrued prior to termination. For clarity, termination under this Section 5.4 does not release Reseller from any obligations that accrued prior to the effective date of such termination. For purposes of this Agreement, a Change of Control shall mean the occurrence of any one of the following events: (a) a sale, transfer, or other disposition of all or substantially all of the assets of Reseller to another person or entity; (b) a merger or consolidation of Reseller and another entity in which Reseller is not the surviving corporation or in which ownership of more than fifty percent (50%) of the outstanding voting stock of, or other equity interests in, Reseller changes; or (c) a person or entity acquires more than fifty percent (50%) of the total outstanding voting stock of, or other equity interests in, Reseller.

6. BENEFITS AND OBLIGATIONS
6.1. Certain financial incentives (e.g. discount from retail) and other benefits are made available to Reseller based on the Reseller’s Partner Level. Videx reserves the right to revoke or modify the benefits associated with any of the Partner Levels at any time, in its sole discretion.

6.2 Videx may invite Reseller from time to time to participate in advertising, market development, and other promotional programs offered by Videx. Reseller may, at its option, participate in such programs during the term of this Agreement. Videx reserves the right to terminate or modify such programs at any time in its sole discretion.

6.3. Reseller will exert reasonable efforts to promote and sell Videx Products. Reseller is encouraged to advertise and promote the sale of Videx Products through all appropriate media, including, without limitation, trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, and sales aids. Reseller may, at its option, use promotional materials supplied by Videx for the purpose of marketing and advertising Videx Products, however Videx will not provide reseller with a sales or marketing program. Videx reserves the right to inspect, prior to dissemination, all Reseller marketing materials and other published media that use Videx’s name or trademarks (aside from modifying existing Videx supplied template materials) solely to verify that such use is consistent with Videx’s trademark and other intellectual property rights. Videx reserves the right to, at its option, revoke or restrict Reseller’s permission to use any Videx logo or trademarks if Videx reasonably believes that Reseller’s proposed or actual use has caused, or is reasonably likely to cause, damage to Videx’s rights. Reseller is solely responsible for all costs and expenses associated with its efforts to promote and sell Videx Products including, but not limited to costs and expenses related to print media publication, broadcast advertising, trade show attendance and travel, development of custom software programs for Videx Products, Internet advertising and/or website development, including salaries or wages of software and web developers, market research, printing materials, and direct or electronic mailing. Inspection of promotional materials by Videx for the limited purpose of protecting Videx’s intellectual property rights in accordance with this Section 6.3 does not represent an endorsement by Videx of Reseller’s promotional materials and in no event shall Videx be liable for any damages or penalties arising from Reseller’s marketing or promotional activities.

6.4. Reseller’s rights under this Agreement are non-exclusive and this Agreement does not restrict Videx’s ability to sell or license its products or software to third-parties. Reseller is not entitled to any commission, fees, or other amounts related to the sale, lease, or license of Videx Products to third-parties.

6.5. Reseller will be solely responsible for determining and establishing the prices and fees it charges its customers, and for determining payment terms and collecting payment from its customers. Videx makes no guarantee or representation regarding Reseller’s ability to profit from the resale of Videx Products or participation in the Program.

6.6 Reseller is responsible for and agrees to provide all technical support relating to Videx Products sold, rented, leased, or otherwise distributed by Reseller. Reseller agrees to provide each of its customers with a valid email address or other contact information as necessary to allow the customer to readily contact Reseller with questions or support requests. Reseller agrees to timely respond to such inquiries and exert reasonable efforts to promptly address all support requests that originate with its customers.

6.7. Videx does not represent that it will continue to manufacture, develop, or offer for sale any particular item or model of product indefinitely, or even for any specific period. Videx reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and to cease manufacturing or supporting any product.

7. VIDEX TRADEMARKS
7.1. Videx owns all right, title, and interest in the Videx names and logotypes. Videx owns certain other trademarks and trade names used in connection with Videx Products (e.g CYBERBADGE) and software. Reseller will acquire no interest in any Videx trademarks or trade names by virtue of this Agreement, participation in the Program, any activities related to the Program, or its relationship with Videx. Any and all goodwill appurtenant to or associated with such trademarks and trade names shall accrue exclusively to the benefit of Videx.

7.2. During the term of this Agreement, Reseller may indicate that it is an authorized distributor or reseller of Videx Products. Subject to the terms and conditions of this Agreement, Videx grants Reseller, during the term of this Agreement, a revocable, non-exclusive, non-transferable, and non-sublicenseable limited license to use Videx trademarks and trade names only to promote Videx Products and solicit sales of Videx Products. Reseller agrees that its use of Videx trademarks or trade names under this Agreement will comply with the Videx Trademark and Logo Guidelines. Reseller shall not adopt or use Videx trademarks or trade names, or any confusingly similar word or symbol, as part of its company name, logotype, or website address, or allow such marks or names to be used by others.

7.3. Reseller’s limited license to use Videx trademarks and trade names will terminate upon expiration or termination of this Agreement and Reseller shall immediately discontinue all use of Videx names or trademarks or any other combination of words, designs, trademarks, or trade names that would indicate that Reseller is an authorized distributor of Videx Products.

8. LIMITED PRODUCT WARRANTY
8.1. The warranty terms applicable to Videx Products are accessible electronically at videx.com/warranty.

8.2. THE VIDEX LIMITED WARRANTY IS EXCLUSIVE, AND VIDEX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. SOME STATES DO NOT ALLOW LIMITATION OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO RESELLER. VIDEX IS NOT OBLIGATED TO HONOR ANY WARRANTY UNTIL PAYMENT HAS BEEN RECEIVED IN FULL.

9. SOFTWARE
Any Videx software programs or software code made available to Reseller under the Program are licensed to Reseller, not sold. The software license terms governing Reseller’s use of any Videx software or development tools are set forth in the Videx Data Applications Developer Agreement and any license agreements that may be provided with Videx software programs.

10. PROPRIETARY INFORMATION
10.1. Reseller’s participation in the Program may result in Videx and/or Reseller disclosing, or making available, certain Confidential Information. Confidential Information means information that is not generally known outside the disclosing party or information that is otherwise designated as confidential. With respect to Videx, Confidential Information includes, but is not limited to, business, financial or technical data, specifications, software code, designs, and other information, whether oral or written, relating to the operation, design, manufacture, repair, distribution, or sale of Videx Products. While this Agreement is in effect, and for a period of five (5) years immediately following termination of this Agreement for any reason, the recipient of any Confidential Information must hold in confidence, including but not limited to exercising the same degree of care as the recipient exercises with its own confidential or proprietary information of a similar nature, but in no event less than a commercially reasonable degree of care, and shall not disclose to any persons, any Confidential Information, whether patentable or not and whether received previously or hereafter, without the prior written permission of the disclosing party, except that the recipient is permitted to disclose Confidential Information to (a) employees and consultants of the recipient who have a need to know such Confidential Information for the limited purpose of advancing the promotion and sale of Videx Products in accordance with this Agreement, and then only to the extent such employee or consultant needs to know, and provided such employee or consultant has similarly agreed in writing to the obligations contained herein; and (b) third parties as required by law, judicial action, or regulatory body, but only if the recipient provides prior notice to the disclosing party, assists the disclosing party in obtaining legal remedies to prevent such disclosure, and does not disclose any more information than expressly required. While this Agreement is in effect, and for a period of five (5) years immediately following termination of this Agreement for any reason, the recipient of Confidential Information shall not use Confidential Information for any purpose except the limited purpose of advancing the promotion and sale of Videx Products in accordance with this Agreement.

10.2. In addition to the obligations of Section 10.1, where Confidential Information disclosed by a party constitutes a trade secret (as defined by the Oregon Uniform Trade Secrets Act), the recipient shall maintain the confidence of such information for as long as it remains confidential, regardless of whether this Agreement has expired or terminated.

10.3. The following information is not considered Confidential Information: (a) information that is or becomes part of the public domain without breach of this Agreement; (b) information that the recipient can show, by written document, was lawfully within its possession at the time of disclosure and was not acquired from the disclosing party; (c) information that the recipient can show, by written document, was developed independently without use of Confidential Information; and (d) information that the recipient can show, by written document, was lawfully acquired from a third-party who, at the time of disclosure to the recipient, was not under any obligation to keep such information confidential.

10.4. Videx is under no obligation to disclose Confidential Information to Reseller. All Confidential Information, and any intellectual property rights therein, remains the sole and exclusive property of the disclosing party. Nothing in this Agreement shall be construed as transferring or granting any express or implied right, title or interest of any kind, by license or otherwise, to the recipient. Disclosure of Confidential Information does not grant the recipient any interest in such information. This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to Videx.

10.5. Reseller represents that it understands the general nature of Videx Products. In the event Reseller were to manufacture items designed to replicate the functionality of or otherwise compete with Videx Products, exposure to Confidential Information will likely create a business advantage for Reseller, and/or any entity that controls, is controlled by, or is under common control with Reseller. Notwithstanding and in addition to the Section 10.1 restrictions on permitted use of Confidential Information, while this Agreement is in effect, and for a period of two (2) years immediately following termination of this Agreement for any reason, Reseller agrees not to manufacture, or direct others to manufacture on its behalf, any items that simulate the functionality of or reasonably compete with Videx Products. This Section 10.5 shall not limit Reseller’s efforts to develop and distribute software programs designed to operate on or in connection with Videx Products.

11. LIMITATION OF LIABILITY
THE TOTAL LIABILITY OF VIDEX FOR ALL CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT, RESELLER’S PARTICIPATION IN THE PROGRAM, OR THE SALE, USE, OR MISUSE OF VIDEX PRODUCTS OR SERVICES IS LIMITED TO THE GREATER OF $1,000 OR THE PRICE PAID OR PAYABLE BY RESELLER TO VIDEX, DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR THE PRODUCT(S) OR SERVICE(S) DIRECTLY GIVING RISE TO THE CLAIM. IN NO EVENT SHALL VIDEX BE LIABLE FOR ANY REPROCUREMENT COSTS, LOST REVENUE OR PROFITS, OR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF VIDEX KNOWS OR IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. RESELLER HEREBY, FOR ITSELF AND ITS RESPECTIVE LEGAL SUCCESSORS, HEIRS AND ASSIGNS, RELEASES AND ABSOLUTELY DISCHARGES VIDEX, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS, PAST AND PRESENT, OF AND FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS), AND CAUSES OF ACTION OF EVERY KIND AND NATURE ARISING OUT OF OR IN CONNECTION WITH TERMINATION OF THIS AGREEMENT, EXPIRATION OF THIS AGREEMENT, OR VIDEX’S INABILITY OR REFUSAL TO SUPPLY PRODUCT OR SERVICES TO, OR AT THE REQUEST OF, RESELLER.

12. INDEMNIFICATION
TO THE EXTENT PERMITTED BY APPLICABLE LAW, RESELLER AGREES TO DEFEND, INDEMNIFY, AND HOLD VIDEX, AND ITS DIRECTORS, OFFICERS, AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY LOSSES, LIABILITIES, EXPENSES, DAMAGES, JUDGMENTS, PENALTIES, FINES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), AND COSTS, ARISING FROM OR RELATING IN ANY WAY TO ANY OF THE FOLLOWING: (A) RESELLER’S BREACH OF ANY CERTIFICATION, OBLIGATION, REPRESENTATION, OR WARRANTY IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO RESELLER’S OBLIGATIONS AND COVENANTS SET FORTH IN SECTION 4 (RELATIONSHIP OF THE PARTIES), SECTION 13 (EXPORT CONTROLS), AND SECTION 14 (COMPLIANCE WITH LAWS); (B) ANY CLAIMS THAT THE DISTRIBUTION, SALE, OFFER FOR SALE, OR USE OF RESELLER’S SOFTWARE PROGRAMS VIOLATE OR INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (C) RESELLER’S PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO END-USER CLAIMS RELATED TO RESELLER’S SALE OR DISTRIBUTION OF VIDEX PRODUCTS OR SUPPORT SERVICES RENDERED IN CONNECTION THEREWITH; OR (D) RESELLER’S DEVELOPMENT OR DISTRIBUTION OF SOFTWARE PROGRAMS FOR OPERATION ON VIDEX PRODUCTS.

13. EXPORT CONTROLS
Reseller agrees that it shall not use, export, re-export, or divert any Videx Products or software in a manner contrary to United States export laws and regulations. The United States Government imposes economic sanctions or embargoes on certain countries. The list of sanctioned or embargoed countries may change periodically but, for Videx Products, currently includes Crimea, Cuba, Iran, North Korea, Sudan, and Syria. Reseller agrees that it will not furnish Videx Products or software to any person or entity in a country that is subject to economic sanctions or embargoes, or to nationals of such countries, without obtaining prior authorization from the United States Government. Reseller further agrees that it will not furnish Videx Products or software to any person or entity subject to export restrictions including, but not limited to, persons or entities identified on the Denied Persons List, Entity List, or Unverified List as maintained by the United States Department of Commerce, or identified on the Specially Designated Nationals list as maintained by the United States Department of the Treasury. Reseller shall not use, or provide for use, any Videx item in any application or for any purpose related to nuclear technologies or chemical/biological weapons.

14. COMPLIANCE WITH LAWS
Reseller must comply with all laws and regulations that are applicable to the business that Reseller transacts. Reseller will, at its expense, obtain and maintain authorization from any governmental or regulatory body that may be required to resell or distribute Videx Products, and Reseller agrees to provide documentation demonstrating such authorization upon request by Videx.

15. PERSONAL DATA
In order to provide the Program, Videx may collect and process personally identifiable information that Reseller provides to Videx about Reseller’s employees and other individuals. Reseller understands that the Videx websites, including videxteam.com, Videx services, and technical support services offered in connection with Videx Products may be provided via equipment and resources located in the United States. Regardless of residence or current location, Reseller hereby consents to have any data submitted in connection with Reseller’s participation in the Program transferred, processed, and stored in the United States. Videx may disclose this information to its employees, contractors, and third-party service providers in order to perform its obligations under the Program, carry out transactional and data processing activities, and to comply with applicable laws and regulations. Videx uses Reseller’s data to provide and improve the Program and related services. Videx may also use Reseller’s data to prevent fraud and other malicious activity. Reseller agrees that Videx may provide Reseller’s contact information to third parties (e.g. end-users) in connection with Reseller’s technical support obligations. Videx may also share identifiable information with prospective customers in order to facilitate Reseller’s sale and distribution of Videx Products under the Program. Except as otherwise set forth herein, data collected under this Agreement will be treated in accordance with Videx’s Privacy Policy which can be viewed at videx.com/privacy-policy/.

16. GOVERNMENT CONTRACTS
In the event that Reseller elects to provide Videx Products or services to the U.S. Government, Reseller does so solely at its own option and risk, and agrees not to obligate Videx as a subcontractor or otherwise to the U.S. Government. Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the U.S. Government. Videx makes no representations, certifications, or warranties whatsoever with respect to the ability of its business, employees, products, services, or prices to satisfy any statutes and regulations applicable to any transactions between Reseller and the U.S. Government.

17. MISCELLANEOUS
17.1. This Agreement constitutes the entire understanding between the parties with respect to Reseller’s participation in the Program and, except as otherwise set forth herein, supersedes all prior understandings and agreements, whether written or oral, regarding its subject matter. Reseller represents that it is not relying on any statements or representations made outside of this Agreement. Notwithstanding the foregoing, to the extent Reseller transacts with Videx to purchase Videx Products, software, services, or other items, whether for resale or distribution under this Agreement or otherwise, such purchases are subject to the Videx Terms and Conditions of Sale. In the event of a conflict or inconsistencies between the Videx Terms and Conditions of Sale and this Agreement with respect to the same subject matter, this Agreement shall govern, but only to the extent necessary to resolve the conflict or inconsistency and the remaining provisions of each respective agreement shall remain in full force and effect. No amendment to this Agreement will be effective unless it is (a) in writing and signed by both parties, or (b) enacted by Videx in accordance with Section 5.3. Videx’s failure to enforce any particular term contained herein or to exercise any right or privilege provided for herein does not constitute a waiver of Videx’s right to strictly enforce such terms or to exercise such rights or privileges. Videx reserves the right to take steps it believes reasonably necessary to verify Reseller’s compliance with any term of this Agreement.

17.2. Reseller is not permitted to assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law, merger, or other means without Videx’s prior written consent. Any purported assignment or delegation in breach of this Section 17.2 will be null and void.

17.3. All notices permitted or required under this Agreement must be delivered in writing:
to Reseller by e-mail, by publication on the Videx Partner Portal, by courier, by overnight mail service, or by certified mail (postage prepaid and return receipt requested); and
to Videx by courier, by overnight mail service, or by certified mail (postage prepaid and return receipt requested), and will be effective upon receipt.
Notices to Reseller shall be sent to the same address or e-mail address that invoices are sent.
Notices to Videx shall be sent to 1105 N.E. Circle Blvd., Corvallis, OR 97330, Attn: Tammy Davis.
Either party may change its address at any time by giving written notice to the other party.

17.4. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control.

17.5. If any term or provision of this Agreement is held invalid or unenforceable, in whole or in part, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect without modification.

17.6. This Agreement is made under, and shall be governed and construed in accordance with the laws of the state of Oregon, excluding its choice-of-law provisions. All adversarial proceedings between the parties to this Agreement, whether arising out of this Agreement, out of Reseller’s participation in the Program, or otherwise, shall be governed by the laws of the state of Oregon, excluding its choice-of-law provisions, and shall be decided exclusively by a court of competent jurisdiction located in Lane County, Oregon. Any such legal proceeding shall be filed exclusively in the state or federal courts located in Eugene, Lane County, Oregon, and Reseller hereby irrevocably and unconditionally consents to the exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement, or to any legal proceedings between the parties, and is hereby excluded. Notwithstanding the foregoing terms of this Section 17.6, Videx may bring a claim in any court having jurisdiction over Reseller to enjoin infringement of Videx’s trademarks, patents, or other intellectual property rights.

Effective September 8, 2020 – Present