RESELLER AGREEMENT This Reseller Agreement (the "Agreement") is entered into by and between Luminant Software, Inc. ("Luminant Software") and the entity agreeing to these terms ("Reseller"). This Agreement is effective and binding as of the date Reseller applies to the Luminant Software Reseller Program (the "Program"). If you are accepting on behalf of Reseller, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party you represent, to this Agreement. If you do not have the legal authority to bind Reseller, please do not apply to the Program. Luminant Software reserves the right to reject reseller applications to the Program for any reason whatsoever. 1. Reseller Rights Reseller, subject to approval into the Program, is granted the non-exclusive and non-transferable right to resell Luminant Software software products ("Products") available through the Program. Reseller may use Luminant Software material such as images or descriptions in connection with the resale of Products. Luminant Software reserves all intellectual property rights to any and all products and materials related or unrelated to the Program. Product pricing is subject to change without notice. 2. Reseller Responsibilities 2.1. Identification; Business Practices Reseller must identify themselves as a reseller of Luminant Software products, and neither claim nor imply ownership of Products. Reseller agrees not to represent themselves as an agent or employee of Luminant Software. Reseller agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be deterimental to Luminant Software. Reseller agrees to comply with all applicable laws and regulations. 2.2. End User Pricing and Payment; Taxes; Refunds Reseller will independently set pricing and payment terms for End Users. Reseller bears all risk of non-payment by End Users and is solely responsible for all Reseller costs and expenses. Reseller is solely liable for any tax implications of transactions between Reseller and End User. End User refund policy is set by Reseller. No refunds will be granted to Reseller by Luminant Software. 2.3. Delivery Upon receipt of payment, Luminant Software will provide Reseller with product keys purchased through the Program. Reseller is responsible for ensuring delivery of product keys to End Users and for providing a means of obtaining the Product. 2.4. End User Support Reseller is responsible for maintaining records of End User purchases and their corresponding product keys. Reseller shall, upon request from End Users, respond to requests for lost product keys. 2.5. Enforce End User License Agreement Reseller is responsible for ensuring the acceptance of any end user license agreements for Products in the Program by End Users. 2.6. Indemnity Reseller agrees to indemnify, hold harmless and defend Luminant Software from and against any claim, loss, cost, liability or damage, including attorneys' fees, for which Luminant Software becomes liable arising from or relating to: a) any breach or alleged breach of any term of this Agreement, b) the issuance of any warranty or representation regarding Luminant Software or its products or services not specified in the End User License Agreement, or c) any acts or omissions by Reseller in connection with the marketing or resale of Products. 2.7. Non-Internal Use Reseller agrees that Products purchased through the Program will not be used internally by Reseller except as may be necessary in furtherance of sales to End Users. Reseller agrees to the forfeiture of any Products purchased for internal use as determined by Luminant Software. 3. Warranty Luminant Software expressly disclaims any warranty for Products or the Program. Products are provided 'As Is' without any express or implied warranty of any kind. 4. Liability In no event shall Luminant Software be liable for any damages arising from the use of or inability to use Products. In no event will Luminant Software be liable for the breach of Reseller or End User data. 5. Termination Luminant Software may, at its discretion, terminate the Reseller's participation in the Program. Reseller may terminate its participation in the Program at any time. Reseller remains liable for the terms set in §2 indefinitely. Reseller agrees that Luminant Software will have no obligation or liability resulting from termination. Reseller agrees to hold Luminant Software harmless in the event of Program termination beyond Luminant Software's control. 6. Modification Luminant Software reserves the right to modify the terms of the Agreement at any time. 7. Dispute Resolution This Agreement shall be treated as though it were executed and performed in Travis County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflict of law principles). The parties agree that the proper venue for resolution of any dispute under the Agreement shall be the State and Federal courts located in the State of Texas. 8. Severability If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect. 9. Definitions Agreement this Reseller Agreement End User(s) customers of Reseller, users of Product Luminant Software Luminant Software, Inc. Product(s) Luminant Software software products in the Program Program the Luminant Software Reseller Program Reseller the entity agreeing to the terms of the Agreement with Luminant Software