Reseller Agreement

In short (not part of the agreement)

• You resell LivingRoom License Keys in your own name, non-exclusively, to businesses in the United States (we sell only there at launch). No territory is reserved to you.
• You buy Yearly keys in the Reseller Portal at 80 % of our yearly list price, through Paddle. You set your own prices. Wholesale purchases do not renew automatically.
• You assign a key to your customer; it runs one year and works on one PC. You can renew it up to its expiry date and reassign it within limits that protect your customers.
• You give your customers first-line support; we support you. The app shows our name and contact, not yours.
• A full refund or chargeback of an order with assigned keys switches your customers' software to read-only: contact us before you ask for one.
• Follow our Brand Rules; don't bid on our name; market honestly; check export and sanctions rules.
• Either side can end this agreement on 30 days' notice. Your customers' keys keep working until they expire.

LivingRoom Reseller Agreement

This Reseller Agreement ("Agreement") is made on not yet in effect between Point of the Mountain Software LLC, a Utah limited liability company ("Company", "we", "us"), and [RESELLER NAME], [RESELLER ADDRESS] ("Reseller", "you").

1. Definitions

1.1 Software - LivingRoom, the Company's inventory and order management software for Microsoft Windows, as the Company releases it from time to time.

1.2 Portal - the Company's hosted Reseller Portal at [PORTAL URL], where the Reseller buys, assigns, renews and reassigns Keys and opens Paddle's invoices for its orders.

1.3 Paid Key - one paid wholesale unit, not yet assigned to a Customer.

1.4 Key - a License Key for one Plan, signed by the Company when the Reseller assigns a Paid Key to a Customer. It states the Customer's e-mail address and its name and / or company, and is valid until the expiry date written in it (normally one year from the assignment).

1.5 Plan - Standard, Professional or Enterprise, with the limits stated in the Key (Seats, Company Files, Office Server Mode).

1.6 Customer - a business to which the Reseller sells a Key for that business's own use.

1.7 EULA - the Company's End User License Agreement for the Software, which every Customer accepts when installing and setting up the Software, including the Beta, Coming Soon and AI Assistant Terms that form part of it.

1.8 Brand Rules - the Company's Reseller Trademark and Advertising Rules, attached as Exhibit A, as updated under section 10.5.

1.9 Other words with capital letters have the meaning given in the EULA.

2. Appointment

2.1 The Company appoints the Reseller as a non-exclusive, authorized reseller of Keys. No territory, market or customer group is assigned to or reserved for the Reseller. The Company may appoint other resellers and sell directly to anyone, anywhere, including to businesses the Reseller also sells to.

2.2 The Reseller resells Keys in its own name and for its own account. It is an independent contractor, not the Company's agent, partner, franchisee or employee, and cannot bind the Company or make any promise on its behalf. No fee is payable for this appointment.

2.3 No white-label. The Reseller sells the Software under the Company's product name, unchanged. Keys carry no reseller branding: the Software shows LivingRoom and the Company's name and support contact, as it does for a key bought directly. The Reseller may not rebrand or modify the Software, bundle it as its own product, or remove any notice from it.

2.4 US business customers only. The Company sells the Software only to businesses located in the United States at this time. The Reseller, itself located there, sells Keys only to businesses located in the United States, for their own business use, not to consumers, and not to other resellers.

3. The Portal account

3.1 Activation. The Company adds the Reseller in its vendor console and e-mails an invitation. The link works once and for 72 hours. To activate the account, the Reseller chooses a password (at least 12 characters), sets up an authenticator app (two-factor authentication is required) and keeps its 10 single-use recovery codes.

3.2 Security. The Reseller keeps its password, authenticator and recovery codes secret, does not share its account, and tells the Company at once at support@livingroomlogistics.com if it believes the account has been compromised. The Reseller is responsible for all actions taken through its account. The Portal locks an account for a while after repeated failed sign-ins, ends sessions after inactivity, and asks for the authenticator again before showing a Key or reassigning one.

3.3 Disabling. The Company may disable the account at any time if it reasonably suspects misuse, a security risk or a breach of this Agreement, and disables it at the end of the assignment period after termination (section 17.4). While the account is disabled, the Reseller cannot sign in, buy, assign, reassign or renew. Keys already assigned to Customers stay valid. When it disables the account on suspicion, the Company will tell the Reseller in writing at once, with its reasons (unless that would defeat the purpose), and within 10 business days will either re-enable the account or terminate under section 17.3. If an assigned Key reaches its expiry date while the account is disabled, the Company will issue that Customer a Key by hand, valid to 30 days after the account is re-enabled or this Agreement ends (when section 17.4(d) applies). On request the Company sends copies of Paddle's invoices.

4. Buying Paid Keys

4.1 Wholesale prices. The Reseller buys Paid Keys in the Portal at the Company's wholesale prices: 80 % of the Company's yearly list price for the Plan, rounded to the nearest whole US dollar (half a dollar rounds up). At the date of this Agreement (draft prices, [to be confirmed]):

4.2 Yearly only; no discounts; no automatic renewal. Wholesale Keys are Yearly only: there are no Monthly or Lifetime wholesale Keys. Each order is for 1 to 50 Paid Keys of one Plan, paid in advance. No discount, coupon or New Business discount applies to a wholesale order. A wholesale purchase does not renew automatically: each renewal is a separate purchase (section 7).

4.3 Payment through Paddle. Paddle (Paddle.com and its affiliates), the Company's online reseller and Merchant of Record, sells the Paid Keys and renewals to the Reseller, takes the payment by the methods its checkout offers, adds any sales tax or VAT, and e-mails its receipt. Paddle's Buyer Terms (https://www.paddle.com/legal/buyer-terms) apply to the payment. The Company never receives card details and does not invoice the Reseller directly. Paddle's invoices for paid orders can be opened from the Portal (each link is valid for a short time). [to be confirmed]

4.4 No Key without a confirmed payment. Paid Keys appear in the Portal only after the Company's License Server has confirmed the payment with Paddle. A payment made outside the Portal's own checkout gives no Keys; the Company asks Paddle to refund it.

4.5 Price changes. The Company may change wholesale prices on 30 days' written notice. A change does not affect orders already paid.

4.6 The Reseller's own prices and taxes. The Reseller sets its own prices and terms for its Customers, and invoices and collects from them itself. The Company pays no commission; the Reseller's margin is the difference between its price and the wholesale price. The Reseller is responsible for the taxes on its own sales.

5. Assigning Keys

5.1 Assignment. To sell a Key, the Reseller assigns a Paid Key in the Portal to a Customer, entering the Customer's e-mail address and its name and / or company. The Company then signs a Key for that Customer, valid for one year from the assignment. The Key is shown once; it can be shown again later after an extra security check. A Key works on one PC (for a team, the Customer's office server PC): a second PC is refused while the first keeps working, and a move to a new PC is made by the Company's support resetting the activations (EULA 4.6).

5.2 Plans cannot be changed on a Key. To move a Customer to another Plan, the Reseller assigns a Paid Key of that Plan and the Customer enters the new Key.

5.3 Unassigned Paid Keys may be held for up to 12 months from payment. After that they expire, unless the Company agrees in writing to extend them (an extension is made by the Company by hand). The Portal shows, for each order, the date by which its unassigned Paid Keys must be assigned. When unassigned Paid Keys expire, the Company credits [50 %] of their wholesale price against the Reseller's next order. [to be confirmed] [not yet available]

5.4 Customer data. The details the Reseller enters are written into the Key, which the Customer's Software shows and sends to the Company's License Server at each License Check. The Reseller will enter only details it has the right to give the Company for issuing, renewing and supporting the Key, will tell each Customer that the Company receives them and handles them under the Company's Privacy Policy, and will keep its own address book in the Portal accurate. The Company and the Reseller are each separately responsible, as independent controllers, for the personal data they hold.

5.5 The EULA. Each Customer's use of the Software is governed by the EULA, which the Customer accepts when it installs and sets up the Software. The Reseller will point every Customer to the EULA, the Privacy Policy and the Beta, Coming Soon and AI Assistant Terms before the sale, will not offer terms that contradict them, and will not give any warranty or make any promise about the Software on the Company's behalf.

6. Reassigning Keys

6.1 Reassignment. The Reseller may reassign a Key in the Portal (for example, when a Customer leaves or a Key went to the wrong business). Reassignment refuses the old Key - the old Customer's Software switches to Read-Only Mode at its next License Check that reaches the License Server (a PC that stays offline does so at the latest 30 days after its last successful License Check) - and signs a new Key with the same expiry date for the new Customer.

6.2 Limits. Reassigning a Key that has never been activated is free and unlimited. Once a Key has been activated, it may be reassigned at most 3 times in any 365 days, counted over the Key's whole line (its earlier versions, including renewals).

6.3 Fair dealing with Customers. The Reseller will reassign a Customer's activated Key only (a) after the period the Customer paid the Reseller for has ended, (b) with the Customer's agreement, or (c) when the Key was sent to the wrong business; and will tell the Customer before it does so. If the Reseller reassigns a Key in breach of this section, the Company will, at the Customer's request, issue the affected Customer a replacement Key for the rest of its term and refuse the Key the Reseller assigned instead, and the Reseller will reimburse the Company the wholesale price of one Paid Key of that Plan, pro rata for the remaining term. A replacement Key is issued outside the Portal and cannot be renewed or reassigned there.

7. Renewals

7.1 Renewing. The Reseller renews a Key in the Portal by paying one wholesale unit, up to and including the Key's expiry date. The renewed Key runs one year from the later of the old expiry date and the day Paddle confirms the payment. It reaches the Customer's Software by itself at the next License Check that reaches the License Server; the Company also e-mails the renewed Key to the Reseller, so that the Reseller can send it to a Customer whose PC stays offline. After the expiry date a Key can no longer be renewed in the Portal: the Reseller assigns a new Paid Key, and the Customer enters it. [to be confirmed]

7.2 Reminders. The Portal sends the Reseller reminders 60, 30 and 7 days before a Key expires. The Company sends no renewal reminders to the Reseller's Customers, but the Software itself warns the Customer from 30 days before the expiry date and tells it to contact its software provider; its renewal box and About page show the Company's e-mail, not the Reseller's, so the Reseller tells its Customers to renew through it. The Reseller is responsible for its own renewal arrangements with its Customers, including any notices the law requires for automatic renewals it offers them.

7.3 If a Key is not renewed, the Customer's Software follows the EULA: a Grace Period after the expiry date (30 days unless the Key states otherwise), then Read-Only Mode. The Company never deletes Customer Data when a License ends.

8. Support

8.1 First-line support: the Reseller. The Reseller is its Customers' first contact for support. It answers their questions about installing, activating and using the Software, collects the details of any problem (what happened, the Software's version, screenshots, the steps that cause it, and the support file the Software can make), and handles pre-sales questions, ordering, billing, renewals and refunds. Because the Software shows the Company's contact, the Reseller tells its Customers how to reach the Reseller for support.

8.2 Second-line support: the Company. The Company supports the Reseller by e-mail at support@livingroomlogistics.com with problems the Reseller cannot solve, escalated with the details in 8.1, under the Company's Support Policy. Where a problem needs it, the Company may, with the Reseller's knowledge, contact the Customer directly or hold a Support Session with the Customer under the EULA.

8.3 A Customer who contacts the Company directly may be referred back to the Reseller, except where the Company decides to help at once (for example a security issue or a defect affecting many customers).

8.4 The Reseller will not promise its Customers support, features, service levels or delivery dates that the Company has not promised in writing, including for Beta and Coming Soon Features.

9. Refunds, chargebacks and refused Keys

9.1 Unassigned Paid Keys. If the Reseller asks the Company within 30 days of the order, the Company asks Paddle to refund unassigned Paid Keys of that order. A partial refund cancels unassigned Paid Keys of that order first (the newest first).

9.2 Assigned Keys. The 30-day refund in 9.1 covers unassigned Paid Keys. If a partial refund would cover more Keys than are unassigned, the Company and the Reseller agree which assigned Keys are refused; an assigned Customer's Key is never refused automatically on a partial refund. [to be confirmed] In addition, if an assigned Key's Customer makes a valid warranty claim (EULA 14.3), or the Company ends its License under EULA 16.5, the Company asks Paddle to refund the Key's wholesale price (under 16.5, its unused part) to the Reseller or, where Paddle no longer can, credits the Reseller (for a warranty claim, one Paid Key of the same Plan); the Reseller passes it on to its Customer. [not yet available]

9.3 A full refund or a chargeback of an order, whether agreed with the Company or granted by Paddle under Paddle's Refund Policy (https://www.paddle.com/legal/refund-policy), refuses every Key of that order, including assigned Keys, and cancels its unassigned Paid Keys; a later reversal of a chargeback does not restore them automatically. Before asking Paddle for a refund of, or disputing a charge for, an order that contains assigned Keys, the Reseller will contact the Company so that its Customers' Keys can be protected (for example by refunding only unassigned Paid Keys, or by replacement Keys). The Reseller is responsible to its Customers for, and indemnifies the Company under section 15.1 against claims by its Customers arising from, a full refund or chargeback the Reseller requested or initiated. If a chargeback is reversed, or Paddle refunds an order without the Reseller's request, the Company will issue replacement Keys for the refused assigned Keys for the rest of their terms (a refused Key cannot be restored). [to be confirmed]

9.4 A refunded renewal restores the Key it renewed, with its earlier expiry date. If the Customer's Software has already received the renewed Key, it switches to Read-Only Mode at its next License Check until the Customer enters the earlier Key again, which the Reseller sends it (Show key).

9.5 The Company may refuse a Customer's Key if the Customer breaches the EULA, as for any customer. The Company will not refuse an assigned, paid Key because this Agreement ends or because the Reseller's account is disabled.

10. Trademarks and marketing

10.1 License. The Company grants the Reseller a non-exclusive, non-transferable, revocable license during this Agreement to use the LivingRoom name and logo, as the Company supplies them and under the Brand Rules, solely to market and resell Keys.

10.2 No confusing names. The Reseller will not register or use any trademark, domain name, social-media name, app name or business name containing LivingRoom or anything confusingly similar, will not bid on them as paid-search keywords, and will not describe itself as the Company or as anything more than an authorized reseller.

10.3 Honest marketing. The Reseller's marketing will be truthful and will describe the Software's features, limits and prices accurately: for example, "Seats" are people signed in at the same time, not user accounts; Beta and Coming Soon Features must be labelled as such, and a Coming Soon Feature must never be offered as part of what the Customer buys (in the current release, the AI Assistant: Exhibit A section 6.10 [to be confirmed]). It will comply with the laws that apply to it, including anti-spam laws such as the US CAN-SPAM Act.

10.4 Third-party marks. The Reseller will refer to Walmart, Amazon, eBay, Etsy, Shopify, QuickBooks and other third parties only as the Brand Rules allow, and will not suggest that any of them endorses the Software.

10.5 Goodwill. All goodwill from the use of the Company's marks belongs to the Company. The Company may update the Brand Rules on 30 days' notice.

11. Compliance

11.1 The Reseller will comply with all laws that apply to its business and its resale of Keys, including anti-bribery, consumer-protection, privacy, anti-spam, export-control and sanctions laws.

11.2 Export and sanctions. The Reseller will not resell a Key to, or for use in, a country or region subject to a comprehensive US embargo, or to anyone on a US government list of restricted parties (or owned 50 % or more by such a party), and will check its Customers against the US government's Consolidated Screening List before the sale. It will pass on the EULA's export and sanctions terms to its Customers.

11.3 The Reseller will not sell Keys through any third-party marketplace on which sellers other than the Reseller offer goods (for example Amazon, eBay or AppSumo), or through the Company's own checkout. The Reseller's own online store is allowed, even if it is hosted on a commerce platform.

12. Confidentiality

Each party will keep confidential the other's non-public information received under this Agreement - including wholesale prices, Portal access, Customer lists and the terms of this Agreement - and use it only for this Agreement, except where disclosure is required by law, or to the Company's payment provider (Paddle), professional advisers and auditors, each under a duty of confidentiality [to be confirmed]. This obligation lasts for 3 years after this Agreement ends (and for personal data, for as long as the data is held).

13. Data the Company keeps

13.1 The Company keeps the Reseller's account data (users, password hashes, the authenticator secret in encrypted form, the address book of Customers, the reminders log and the audit log of account actions) while the account exists, then for 3 years after it ends, and its order and Key records (with Customer names and e-mail addresses) for 7 years after the last order, for its tax and accounting records. [not yet released]

13.2 The Portal shows the Reseller, for each Key: the Customer, the Plan, the status, the expiry date and the number of PCs on which it is activated. It does not show Customer Data, Machine IDs or how the Customer uses the Software.

14. Warranties and disclaimers

14.1 Each party warrants that it may enter into this Agreement.

14.2 The Company warrants that each Key it signs is a valid License to the Software under the EULA, subject to sections 6 and 9, for use with a release of the Software that accepts Keys issued through the Portal.

14.3 EXCEPT AS THIS SECTION STATES, THE SOFTWARE, THE PORTAL AND THE KEYS ARE PROVIDED "AS IS", AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE'S FIGURES ARE NOT TAX, ACCOUNTING OR LEGAL ADVICE, AND THE COMPANY GIVES NO WARRANTY ABOUT MARKETPLACE DATA OR THIRD-PARTY SERVICES (AS THE EULA STATES).

15. Indemnities

15.1 The Reseller will indemnify the Company against third-party claims, and the related losses and reasonable legal costs, arising from the Reseller's breach of this Agreement, its marketing, any promise it made to a Customer beyond the EULA, or a refund, chargeback or reassignment the Reseller requested or made in breach of section 6.3 or 9.3, except to the extent the claim arises from the Software, the Company's breach, or the Company's negligence or wilful misconduct.

15.2 [optional clause under review]

15.3 The party claiming an indemnity tells the other promptly, lets it control the defense and settlement (no admission of fault for the indemnified party without its consent), and cooperates at the other's cost.

16. Limitation of liability

16.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE WHOLESALE AMOUNTS THE RESELLER PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16.3 These limits do not apply to a party's indemnity obligations, a breach of confidentiality, the Reseller's wilful misuse of the Company's marks or its misuse of the Software, or liability the law does not allow to be limited.

17. Term and termination

17.1 This Agreement starts on not yet in effect and continues until terminated.

17.2 Either party may terminate it for convenience on 30 days' written notice.

17.3 Either party may terminate it at once by written notice if the other materially breaches it and does not cure the breach within 15 days after notice, or becomes insolvent. The Company may terminate it at once for fraud, misuse of Keys or the Portal, a breach of section 11, or a wilful or repeated misuse of its marks, or one not corrected within the time Exhibit A section 12.4 allows.

17.4 On termination: (a) the Reseller will no longer buy, renew or reassign Keys; (b) Keys already assigned stay valid until their expiry, and the EULA keeps applying to the Customers; (c) unassigned Paid Keys may still be assigned for 90 days after termination (but never later than 12 months after their payment, section 5.3) or, if the Company terminated for convenience under 17.2, until 12 months after their payment, except after a termination for fraud or misuse of Keys. During that period the Reseller will use its Portal account only to assign Keys and to see its Keys and invoices. After it, the Company disables the account and cancels any Paid Keys still unassigned. If the Company terminated under 17.2, or the Reseller terminated under 17.3 for the Company's breach or under 18.2, the Company asks Paddle to refund the wholesale price of the Paid Keys still unassigned at the end of the 90 days, where Paddle still allows that refund (after the Company's termination under 17.2, the Reseller may instead keep assigning them as above) [to be confirmed]; (d) when their Keys expire, the Reseller's Customers may buy a License online at the Company's list prices (sold by Paddle), or renew through another authorized reseller; the Company may contact them for that purpose; (e) the Reseller stops using the Company's marks and describing itself as a reseller; (f) sections 5.4, 9.2, 9.3, 12, 13, 14.3, 15, 16, 17.4 and 18 survive.

18. General

18.1 Governing law and courts. This Agreement is governed by the laws of the State of Utah, without regard to its conflict of laws rules. Any dispute arising out of or related to it will be decided by the state courts located in Utah County, Utah, or by the United States District Court for the District of Utah, which have exclusive jurisdiction; either party may instead bring a claim in a small claims court that has jurisdiction over it. There is no arbitration. [to be confirmed]

18.2 Changes. The Company may change the Portal, the Plans it offers, its wholesale prices (section 4.5) and the Brand Rules (section 10.5). Any other change needs a written amendment signed by both parties. If the Reseller does not accept a change under this section, it may terminate this Agreement by notice taking effect the day before the change; section 17.4 then applies, including its refund of Paid Keys still unassigned at the end of the 90 days.

18.3 Assignment. The Reseller may not assign this Agreement without the Company's written consent. The Company may assign it to a successor of its business or of the Software.

18.4 Force majeure, severability, waiver, entire agreement. Neither party is liable for delays beyond its reasonable control (other than payment). An unenforceable provision is enforced to the extent possible and the rest stays in effect. A failure to enforce is not a waiver. This Agreement, with Exhibit A, is the entire agreement about its subject and comes before any other Company document for that subject.

18.5 Notices go by e-mail to support@livingroomlogistics.com for the Company and to [RESELLER CONTACT] for the Reseller, or by post to the addresses above.

Signed

Point of the Mountain Software LLC - By: ______________ Name: ______________ Title: ______________ Date: ______________

[RESELLER NAME] - By: ______________ Name: ______________ Title: ______________ Date: ______________

Exhibit A: Reseller Trademark and Advertising Rules (Reseller Trademark and Advertising Rules).