conversations.from: human
conversations.value: Provide a continuation starting with 'section 4. WARRANTY AND LIABILITY', given this agreement: RESELLER AGREEMENT
   BY AND BETWEEN
   PIVX CORPORATION
   AND
   DETTO TECHNOLOGIES
  This Reseller Agreement is entered as of this ___ day of _________, 2004 ("Effective Date") by and between PivX Corporation, a California corporation, having its principal place of business at 23 Corporate Plaza Drive, Newport Beach, California, 92661 ("PivX") and Detto Technologies, a Washington corporation, having its principal place of business at 14320 NE 21st Street, Suite 11, Bellevue, Washington, 98007 ("Detto").
  NOW THEREFORE, for good and valuable consideration, the parties hereby agree as follows:
  1. GRANT OF RIGHTS
  1.1 LICENSE. Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof. All copies of Qwik-Fix Pro distributed by Detto shall be distributed pursuant to PivX's current Enterprise License Agreement, as amended by PivX from time to time (the "License"), a copy of which PivX will provide Detto. Detto shall not distribute Qwik-Fix Pro to any Third Party unless the Third Party has accepted the terms of PivX's current License under penalty of perjury and in writing.
  1.2 OWNERSHIP. As between PivX and Detto, PivX owns and retains all right, title, and interest in and to Qwik-Fix Pro and Documentation; all trademarks, service marks or trade names associated with Qwik-Fix Pro or Documentation (the "Trademarks"); all copyrights, patents, trade secret rights, and other intellectual property rights therein (collectively, together with Qwik-Fix Pro, Documentation, and Trademarks, the "Property"). Except as expressly granted herein, PivX does not grant to Detto any right or license, either express or implied, in Qwik-Fix Pro, Documentation or Property. Detto shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from Qwik-Fix Pro.
conversations.from: assistant
conversations.value: 4. 4
  4.4 INDEMNIFICATION. Detto shall indemnify and hold PivX harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which PivX incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Detto under this Agreement or any breach of this Agreement by Detto; provided: (i) that PivX promptly gives written notice of any claim to Detto; (ii) at Detto's expense, PivX provides reasonable assistance which Detto may reasonably request for the defense of the claim; and (iii) Detto has the right to control the defense or settlement of the claim, provided, however, that PivX shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.
  5. TERM AND TERMINATION
  5.1 TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and continue for six (6) months.
  5.2 TERMINATION OF AGREEMENT. PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto. This Agreement may be terminated by either party in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of the other party's receipt of written notice of such breach. If a material breach is cured within a thirty (30) day cure period this Agreement shall remain in effect as if no material breach had occurred. This Agreement shall terminate automatically without notice and without further action by the other party in the event that the other party becomes insolvent, which means it becomes unable to pay its debts in the ordinary course of business as they come due, or makes an assignment of this Agreement for the benefit of creditors.
conversations.from: human
conversations.value: Fill in words: RESELLER AGREEMENT BY AND BETWEEN PIVX CORPORATION ... Reseller Agreement is entered as of this ___ ... 2004 ("Effective Date") by and between PivX ... of business at 23 Corporate Plaza Drive, Newport ... 92661 ("PivX") and Detto Technologies, a Washington corporation, having its ... Street, Suite 11, Bellevue, Washington, 98007 ("Detto"). NOW THEREFORE, for good and valuable consideration, the parties ... follows: 1. GRANT OF RIGHTS 1.1 LICENSE.
conversations.from: assistant
conversations.value: words 1: AND DETTO TECHNOLOGIES This 
  words 2: day of _________, 
  words 3: Corporation, a California corporation, having its principal place 
  words 4: Beach, California, 
  words 5: principal place of business at 14320 NE 21st 
  words 6: hereby agree as
conversations.from: human
conversations.value: Complete this text: Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A ...
conversations.from: assistant
conversations.value: Completed pargraph(s): (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A.
conversations.from: human
conversations.value: Complete this text: Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof. All copies of Qwik-Fix Pro distributed by Detto shall be distributed ...
conversations.from: assistant
conversations.value: Completed pargraph(s): pursuant to PivX's current Enterprise License Agreement, as amended by PivX from time to time (the "License"), a copy of which PivX will provide...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Detto. Detto shall not distribute Qwik-Fix Pro to any Third Party unless the Third Party has accepted the terms of PivX's current License under penalty of perjury and in writing.1.
conversations.from: human
conversations.value: Fill in spans: 2 OWNERSHIP. As between PivX and Detto, PivX owns [spans 1] "Property"). Except as expressly granted herein, PivX does not grant to Detto any right or license, either express or implied, in Qwik-Fix Pro, Documentation or Property. Detto shall not reverse engineer, disassemble, [spans 2].
conversations.from: assistant
conversations.value: spans 1: and retains all right, title, and interest in and to Qwik-Fix Pro and Documentation; all trademarks, service marks or trade names associated with Qwik-Fix Pro or Documentation (the "Trademarks"); all copyrights, patents, trade secret rights, and other intellectual property rights therein (collectively, together with Qwik-Fix Pro, Documentation, and Trademarks, the 
  spans 2: decompile, or otherwise attempt to derive source code from Qwik-Fix Pro.1.3 PIVX CHANNELNET
conversations.from: human
conversations.value: Fill in words: PivX grants Detto access to PivX ChannelNet [words 1] forth in Exhibit A.2. DETTO'S OBLIGATIONS 2.1 DETTO'S [words 2] RELATIONS. Detto obligations for marketing and public relations are governed under the [words 3] Exhibit A.2.2 TRADEMARKS; PROPERTY. During the term of [words 4] right to use and reproduce the [words 5] Detto's marketing, advertising, promotion and distribution [words 6] Pro. Detto's use of the Trademarks [words 7] any right, title or interest therein.
conversations.from: assistant
conversations.value: words 1: as governed by the terms set 
  words 2: MARKETING; PUBLIC 
  words 3: terms in 
  words 4: this Agreement, Detto shall have the 
  words 5: Trademarks in connection with 
  words 6: of Qwik-Fix 
  words 7: shall not create
conversations.from: human
conversations.value: Complete this text: Detto shall use the Trademarks only in a manner which complies in all material respects with PivX's reasonable policies in effect from time to time, and all 1 such use shall be for PivX's benefit. Detto shall not remove, obscure or alter PivX's copyright notice or the Trademarks from Qwik-Fix Pro or Documentation. If Detto, in the course of distributing Qwik-Fix Pro, acquires any goodwill or reputation in any of the Trademarks, all such goodwill or reputation shall automatically be transferred to and shall vest in PivX when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement, without any separate payment or other consideration of any kind to Detto, and Detto agrees to ...
conversations.from: assistant
conversations.value: Completed pargraph(s): take all such actions necessary to effect such vesting. Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them.
conversations.from: human
conversations.value: Complete this text: Detto shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Trademarks, or any word or mark confusingly similar to the Trademarks ...
conversations.from: assistant
conversations.value: Completed pargraph(s): in any jurisdiction.2.3 SUPPORT FOR QWIK-FIX PRO. Detto shall provide for all customer support for Qwik-Fix Pro that it resells as governed by the terms set forth in Exhibit A.2.4 COMPLIANCE WITH APPLICABLE LAWS.
conversations.from: human
conversations.value: Fill in spans: Detto shall comply with all laws and regulations applicable to Detto's marketing and ... hereunder. Without limiting the generality of the foregoing, Detto shall, at its own expense, make, obtain, and maintain in force at all times during the ...
conversations.from: assistant
conversations.value: spans 1: distribution of Qwik-Fix Pro 
  spans 2: term of this Agreement, all filings, registrations, licenses, permits and authorizations in North America required for Detto to perform its obligations under this Agreement.2.5 SECURITY ISSUES
conversations.from: human
conversations.value: Fill in spans: Detto shall take all action necessary to ensure that (a) Qwik-Fix Pro [spans 1] by licensed Third Parties; and (b) that the object [spans 2] party. In addition, Detto shall make its offices and [spans 3] obligations under this Section. Detto agrees to indemnify and [spans 4].
conversations.from: assistant
conversations.value: spans 1: and Documentation on Detto's servers or computer systems is appropriately secured so that Qwik-Fix Pro and Documentation can only be viewed, copied, or utilized 
  spans 2: code of the Courseware can only be accessed by employees authorized by PivX and cannot be copied or downloaded by any of Detto's licensees or by any other third 
  spans 3: equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its 
  spans 4: hold PivX harmless in accordance with the provisions of Section 4
conversations.from: human
conversations.value: Fill in spans: 6 PROTECTION OF PROPRIETARY RIGHTS. Detto ... PivX's rights in the Property. Detto shall ... to Detto's attention. PivX shall have the ...
conversations.from: assistant
conversations.value: spans 1: shall cooperate without charge (provided that PivX will reimburse out of pocket expenses as agreed in advance in writing), in PivX's efforts to protect 
  spans 2: promptly notify PivX of any infringements of PivX's Property Rights that come 
  spans 3: exclusive right to institute infringement or other appropriate legal action against alleged infringers of its Property Rights
conversations.from: human
conversations.value: Complete this text: PivX shall incur all expenses in connection therewith and shall retain all ...
conversations.from: assistant
conversations.value: Completed pargraph(s): monetary recoveries received therefrom.2.
conversations.from: human
conversations.value: Fill in spans: 7 NO EXCESS REPRESENTATIONS OR WARRANTIES. Detto covenants that it shall not make any representations or warranties with respect to Qwik-Fix Pro or Documentation in excess of [spans 1] herein. Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.
conversations.from: assistant
conversations.value: spans 1: those provided by PivX
conversations.from: human
conversations.value: Complete this text: 4 to the extent that Detto breaches its covenant under this Section 2.7.2.8 FULFILLMENT OF DETTO'S ...
conversations.from: assistant
conversations.value: Completed pargraph(s): OBLIGATIONS. Detto covenants that it will fulfill all of its contractual and legal obligations to its customers.
conversations.from: human
conversations.value: Complete this text: Detto covenants that it will (a) provide its customers with first quality sales and technical support with respect to any copies or licenses of Qwik-Fix Pro sold by Detto, (b) promptly, courteously and appropriately respond to its customers questions, concerns and complaints, and (c) generally deal with its customers in a professional manner that ...
conversations.from: assistant
conversations.value: Completed pargraph(s): shall add to the good reputation of Detto and PivX. To the extent that Detto fails to fulfill its contractual and legal obligations to its customers, Detto agrees that PivX may elect to fulfill those obligations, or any portion of them, and Detto shall reimburse PivX any costs and expenses so incurred by PivX.
conversations.from: human
conversations.value: Complete this text: Detto agrees to indemnify and hold PivX harmless in accordance with the provisions of Section 4.4 to ...
conversations.from: assistant
conversations.value: Completed pargraph(s): the extent that it breaches any of its covenants under this Section 2.8.2.9 U.S. GOVERNMENT - RESTRICTED RIGHTS.
conversations.from: human
conversations.value: Complete this text: Detto covenants to require its customers to accept a click-wrap agreement that, among other things, provides that Qwik-Fix Pro and accompanying documentation are ...
conversations.from: assistant
conversations.value: Completed pargraph(s): deemed to be "commercial computer Software" and "commercial computer Software documentation," 2 respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: applicable.
conversations.from: human
conversations.value: Fill in words: Any use, modification, reproduction release, performance, display [words 1] documentation by the U.S. Government shall be [words 2] of the Agreement and shall be [words 3] the terms of this Agreement.2.10 BUSINESS DEVELOPMENT. Detto will [words 4] with PivX as governed by the terms set forth in [words 5] SALES FORECASTING; SALES METRICS; SALES REPORTING. Detto [words 6] sales metrics and sales reporting to PivX [words 7] forth in Exhibit A.3.
conversations.from: assistant
conversations.value: words 1: or disclosure of Qwik-Fix Pro and accompanying 
  words 2: governed solely by the terms 
  words 3: prohibited except to the extent expressly permitted by 
  words 4: engage in future business development 
  words 5: Exhibit A.2.11 
  words 6: will provide sales forecasting, 
  words 7: as governed by the terms set
conversations.from: human
conversations.value: Complete this text: PRICE AND PAYMENT; SHIPMENT AND ...
conversations.from: assistant
conversations.value: Completed pargraph(s): DELIVERY 3.1 SUGGESTED THIRD PARTY...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: PRICES.
conversations.from: human
conversations.value: Fill in words: Third Party prices are governed by the terms ... in Exhibit A.3.2 PER COPY FEES.
conversations.from: assistant
conversations.value: words 1: set forth
conversations.from: human
conversations.value: Fill in spans: Detto shall pay to PivX for each unit of Qwik-Fix Pro distributed hereunder per copy fees (the "Per [spans 1] A. In the event that PivX changes [spans 2] the effective date of the increase. PivX shall provide Detto with [spans 3] PAYMENT. All payments to PivX shall be made within thirty (30) days after the receipt by Detto of the [spans 4] invoice. Detto shall pay PivX a late charge on outstanding amounts due equal to one and one-half percent (1.50%) per month or the maximum amount allowed by law, whichever is less. All payments shall be made in United States Dollars, free of any withholding tax and of any currency control or other restrictions to PivX. PivX shall have the right, at reasonable times and on reasonable notice, to inspect [spans 5] of any statements. In the event that such an inspection [spans 6] error. If Detto fails to make payments when due, [spans 7] for licenses sold in the past or in the future, from the Third Parties directly to PivX or a lock box or an account designated by PivX for [spans 8] interest thereon) until such defaults have been satisfied.
conversations.from: assistant
conversations.value: spans 1: Copy Fees") as governed by the terms set forth in Exhibit 
  spans 2: the Third Party prices, Per Copy Fees based on such changed prices shall apply to any order for Qwik-Fix Pro received by PivX after 
  spans 3: at least forty-five (45) days written notice of any increase in the Per Copy Fees.3.3 
  spans 4: PivX's 
  spans 5: and audit the books and records of Detto to verify the accuracy 
  spans 6: discloses any error of any amount, the parties shall by appropriate payment promptly adjust for the 
  spans 7: PivX shall be entitled to, in its sole discretion, to take any one or more of the following: (a) place Detto on credit hold, in which case, PivX may cease to fulfill Detto's orders to any new Third Parties; (b) rescind Detto's right to sell or distribute any additional Qwik-Fix Pro or Documentation hereunder; and (c) to require that Detto direct all future payments, 
  spans 8: such purpose, to be applied by PivX to the payment default (and
conversations.from: human
conversations.value: Complete this text: All amounts received by PivX hereunder shall be nonrefundable except for any payments received or held under PivX's control pursuant to clause "c" of the last sentence after Detto's payment default has been satisfied.3.4 TAXES, TARIFFS, FEES. PivX's Suggested Prices and Per Copy Fees do not include any national, state or local sales, use, value added or other taxes, ...
conversations.from: assistant
conversations.value: Completed pargraph(s): customs duties, or similar tariffs and fees which may be required to be paid or collected upon the delivery of Qwik-Fix Pro or upon collection of the prices for Qwik-Fix Pro or the Per Copy Fees. Should any tax or levy be made, Detto agrees to pay such tax or levy and indemnify PivX against any claim for such amount.
conversations.from: human
conversations.value: Fill in spans: Detto represents and warrants to PivX that all Qwik-Fix Pro acquired hereunder is for redistribution in the ordinary course [spans 1] certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.3.
conversations.from: assistant
conversations.value: spans 1: of Detto's business, and Detto agrees to provide PivX with appropriate resale
conversations.from: human
conversations.value: Fill in words: 5 SHIPMENT AND DELIVERY. PivX shall [words 1] to Detto. Detto shall inspect all [words 2] upon receipt and shall, within 10 days of [words 3] of any claim of damage or missing portions.
conversations.from: assistant
conversations.value: words 1: electronically deliver Qwik-Fix Pro 
  words 2: software delivered to it, 
  words 3: receipt, give written notice to PivX
conversations.from: human
conversations.value: Fill in words: Should Detto fail to give such notice, [words 1] of such 10-day period from PivX, [words 2] by Detto. PivX will reasonably accommodate Detto's request to [words 3] copy of software that becomes corrupted or damaged. Detto shall contractually require its Third Parties to report any claim [words 4] for Qwik-Fix Pro shipped to them within thirty (30) [words 5] receipt of such package (or the time required by applicable law, if longer). PivX shall [words 6] to meet delivery dates requested by Detto, but [words 7] be liable for its failure to meet such dates. In [words 8] event that PivX shall be unable to [words 9] PivX shall advise Detto of the change in or [words 10].
conversations.from: assistant
conversations.value: words 1: or fail to obtain an extension 
  words 2: the packages shall be deemed to be accepted 
  words 3: replace its master 
  words 4: of damage or shortages 
  words 5: days of the Third Parties 
  words 6: use commercially reasonable efforts 
  words 7: in no event shall PivX 
  words 8: the 
  words 9: meet Detto's requested ship dates, 
  words 10: actual delivery schedule.3 3
conversations.from: human
conversations.value: Fill in words: 6 SECURITY INTEREST. Detto hereby grants PivX a purchase money security interest [words 1] Detto, all physical media on which Qwik-Fix Pro [words 2] rights licensed to Detto pursuant to this [words 3] the Total Purchase Price. Detto also grants PivX a security [words 4] Third Parties to secure Detto's payment, [words 5] hereunder. To secure its rights hereunder, PivX shall have the right to file one [words 6] more UCC financing statements and to make such other filings as PivX shall deem appropriate. [words 7] all such filings. Upon PivX's demand, Detto agrees to [words 8] security agreement, chattel mortgage, applications for [words 9] similar documents, and to take any other action deemed necessary for registration or otherwise deemed necessary or desirable by [words 10] security interest hereunder. In the event [words 11] foreclose its security interests and exercise [words 12] rights as provided under the UCC.4. WARRANTY AND LIABILITY 4.1 PRODUCT WARRANTY.
conversations.from: assistant
conversations.value: words 1: in all Qwik-Fix Pro licensed to 
  words 2: is located, and all 
  words 3: Agreement in the amount of 
  words 4: interest in Detto's address list of 
  words 5: indemnification, and other obligations 
  words 6: or 
  words 7: Detto shall cooperate with PivX with respect to 
  words 8: execute promptly any financing statement, 
  words 9: registration and/or 
  words 10: PivX in order to perfect PivX's 
  words 11: of Detto's default hereunder, PivX may 
  words 12: such other
conversations.from: human
conversations.value: Complete this text: With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery ...
conversations.from: assistant
conversations.value: Completed pargraph(s): to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: PivX warrants that Qwik-Fix Pro will substantially conform to the user documentation. EXCEPT AS EXPRESSLY SET FORTH ABOVE, QWIK-FIX PRO AND DOCUMENTATION ARE PROVIDED...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: "AS IS".
conversations.from: human
conversations.value: Complete this text: PIVX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.4.2 PRODUCT INDEMNITY. PivX will indemnify, defend and hold Detto and its subsidiaries (each, an "Indemnified Party"), harmless from and against any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys' fees), arising as a result of or in connection with any claim that Qwik-Fix Pro or Documentation infringes any intellectual property right of a third party provided: (i) the Indemnified Party promptly gives written notice of any claim to PivX; (ii) the Indemnified Party provides any assistance which PivX may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by PivX); and (iii) PivX has the right to control of the defense or settlement of the claim, provided, however, that the Indemnified Party shall have the right ...
conversations.from: assistant
conversations.value: Completed pargraph(s): to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Additionally, if an injunction or order issues restricting the use or distribution of any of Qwik-Fix Pro or Documentation, or if PivX determines that Qwik-Fix Pro or Documentation are likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, PivX shall in its discretion and, at its option (a) procure the right to continue using, reproducing, and distributing Qwik-Fix Pro and Documentation; (b) replace or modify Qwik-Fix Pro and Documentation so that they become noninfringing, provided such modification or replacement does not materially alter or affect the specifications for or the use or operation of Qwik-Fix Pro; require return of Qwik-Fix Pro to PivX and refund any licensing fees relating to the future use of Qwik-Fix Pro.4.
conversations.from: human
conversations.value: Fill in spans: 3 LIMITATION OF LIABILITY. EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS [spans 1] MONTHS. IN NO EVENT SHALL ANY PARTY OR PIVX'S LICENSORS BE LIABLE TO ANOTHER PARTY OR [spans 2] ANY CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF [spans 3] DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE [spans 4] INDEMNIFICATION. Detto shall indemnify and hold [spans 5] any claim based on any breach of any representation or warranty, covenant or agreement by Detto [spans 6] which Detto may reasonably request for the defense of the claim; and (iii) Detto has the right [spans 7] litigation for which indemnification is sought with counsel of [spans 8].
conversations.from: assistant
conversations.value: spans 1: LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) 
  spans 2: ANY THIRD PARTY FOR LOSS OF DATA, COSTS OF PROCUREMENTS OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER 
  spans 3: THE POSSIBILITY OF SUCH 
  spans 4: OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.4 4.4 
  spans 5: PivX harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which PivX incurs as a result of 
  spans 6: under this Agreement or any breach of this Agreement by Detto; provided: (i) that PivX promptly gives written notice of any claim to Detto; (ii) at Detto's expense, PivX provides reasonable assistance 
  spans 7: to control the defense or settlement of the claim, provided, however, that PivX shall have the right to participate in, but not control, any 
  spans 8: its own choosing, at its own expense
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  4. WARRANTY AND LIABILITY
  4.1 PRODUCT WARRANTY. With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use. PivX warrants that Qwik-Fix Pro will substantially conform to the user documentation. EXCEPT AS EXPRESSLY SET FORTH ABOVE, QWIK-FIX PRO AND DOCUMENTATION ARE PROVIDED "AS IS". PIVX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  4.2 PRODUCT INDEMNITY. PivX will indemnify, defend and hold Detto and its subsidiaries (each, an "Indemnified Party"), harmless from and against any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys' fees), arising as a result of or in connection with any claim that Qwik-Fix Pro or Documentation infringes any intellectual property right of a third party provided: (i) the Indemnified Party promptly gives written notice of any claim to PivX; (ii) the Indemnified Party provides any assistance which PivX may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by PivX); and (iii) PivX has the right to control of the defense or settlement of the claim, provided, however, that the Indemnified Party shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Additionally, if an injunction or order issues restricting the use or distribution of any of Qwik-Fix Pro or Documentation, or if PivX determines that Qwik-Fix Pro or Documentation are likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, PivX shall in its discretion and, at its option (a) procure the right to continue using, reproducing, and distributing Qwik-Fix Pro and Documentation; (b) replace or modify Qwik-Fix Pro and Documentation so that they become noninfringing, provided such modification or replacement does not materially alter or affect the specifications for or the use or operation of Qwik-Fix Pro; require return of Qwik-Fix Pro to PivX and refund any licensing fees relating to the future use of Qwik-Fix Pro.
  4.3 LIMITATION OF LIABILITY. EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS. IN NO EVENT SHALL ANY PARTY OR PIVX'S LICENSORS BE LIABLE TO ANOTHER PARTY OR ANY THIRD PARTY FOR LOSS OF DATA, COSTS OF PROCUREMENTS OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION, EVEN IF
  SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
   4
  4.4 INDEMNIFICATION. Detto shall indemnify and hold PivX harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorney's fees) which PivX incurs as a result of any claim based on any breach of any representation or warranty, covenant or agreement by Detto under this Agreement or any breach of this Agreement by Detto; provided: (i) that PivX promptly gives written notice of any claim to Detto; (ii) at Detto's expense, PivX provides reasonable assistance which Detto may reasonably request for the defense of the claim; and (iii) Detto has the right to control the defense or settlement of the claim, provided, however, that PivX shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense.
conversations.from: assistant
conversations.value: 5. TERM AND TERMINATION
  5.1 TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and continue for six (6) months.
  5.2 TERMINATION OF AGREEMENT. PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto. This Agreement may be terminated by either party in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of the other party's receipt of written notice of such breach. If a material breach is cured within a thirty (30) day cure period this Agreement shall remain in effect as if no material breach had occurred. This Agreement shall terminate automatically without notice and without further action by the other party in the event that the other party becomes insolvent, which means it becomes unable to pay its debts in the ordinary course of business as they come due, or makes an assignment of this Agreement for the benefit of creditors.
  5.3 EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement:
  (a) Detto shall, within thirty (30) days, pay to PivX all amounts due hereunder, return to PivX all products and demonstration copies received from PivX, erase any and all of the foregoing from all computer memories and storage devices within Detto's possession or control and, if requested, provide PivX with a signed written statement that Detto has complied with the foregoing obligations. All rights and licenses granted by PivX hereunder shall terminate, provided such termination shall not result in the termination of Licenses for copies of Qwik-Fix Pro which already have been purchased by Third Parties in accordance with the provisions of this Agreement.
  (b) The following shall survive termination of this Agreement: Section 1.2, the last two sentences of Section 2.2, Sections 2.3 through and including 2.9, Section 3.6, Section 4, this Section 5 and Section 6. 5.4 LIMITATION OF LIABILITY UPON TERMINATION. In the event of termination in accordance with Section 5.1, PivX shall not be liable to Detto because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Detto.
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 6. GENERAL PROVISIONS
  6.1 CONFIDENTIALITY. By virtue of this Agreement, each party may have access to information that is confidential to the other ("Confidential Information"). Confidential Information shall include, but not be limited to, software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, the terms and pricing under the Agreement, and any information clearly identified in writing at the time of disclosure as confidential. A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) is independently developed by the other party without
   5
  use of or reference to the first party's Confidential Information. In the event, Confidential Information is required to be disclosed by law or other governmental authority, a party hereunder shall not be prohibited from disclosing such information by this Section provided that the responding party shall first have given prompt notice to the other party hereto and shall have made a reasonable effort to obtain a protective order restricting or limiting the disclosure of the Confidential Information to the extent possible.
  6.2 THIS AGREEMENT CONTROLS; MERGER; AMENDMENT; WAIVER. This Agreement and Exhibit A to this Agreement shall control Detto's distribution of Qwik-Fix Pro and Documentation. All different or additional terms or conditions in any Detto purchase order or similar document shall be null and void. This Agreement, including Exhibit A, constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. The failure or delay by either party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of any such right, power or remedy.
  6.3 NOTICES. All notices shall be given in writing and shall be considered effective when (a) personally delivered, (b) upon confirmed receipt if sent by electronic mail or facsimile; or (c) two (2) days after posting if sent by overnight registered private carrier (e.g. DHL, Federal Express, etc.).
  6.4 ASSIGNMENT. Detto may not assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without PivX's prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  6.5 FORCE MAJEURE. PivX will not incur any liability to Detto or any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet outages, power outages, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.
  6.6 GENERAL. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. Detto is an independent contractor, and nothing herein shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Detto shall have no authority, right or power to create any obligation or responsibility on behalf of PivX.
  6.7 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal and exclusive jurisdiction of and venue in the state and federal courts of Orange County, California, U.S.A. for any disputes arising out of this Agreement. This Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all of which shall constitute one and the same instrument.
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: IN WITNESS WHEREOF, the following duly authorized representatives have signed this Agreement on behalf of the entities indicated below, as of the date first above written.
  DETTO PIVX ----------------------------------------- --------------------------------------
  ----------------------------------------- -------------------------------------- By: By: ----------------------------------------- -------------------------------------- Title: Title: ----------------------------------------- -------------------------------------- Date: Date: ----------------------------------------- --------------------------------------
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conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: Reseller Agreement
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Detto
  * PivX Corporation
  * PivX
  * Detto Technologies
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: this ___ day of _________, 2004
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: this ___ day of _________, 2004
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: The term of this Agreement shall commence on the Effective Date and continue for six (6) months.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed by and construed under the laws of the State of California, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: Yes. Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum).
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. PivX may terminate this Agreement for convenience by giving at least thirty (30) days written notice of termination to Detto.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. Detto may not assign any of its rights or delegate any of its obligations hereunder, whether by operation of law or otherwise, without PivX's prior written consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * During the term of this Agreement, Detto shall have the right to use and reproduce the Trademarks in connection with Detto's marketing, advertising, promotion and distribution of Qwik-Fix Pro.
  * Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: Yes. Subject to the terms and conditions of this Agreement, PivX hereby grants to Detto a non-transferable, exclusive license to distribute PivX's Qwik-Fix Pro and any documentation supporting Qwik-Fix Pro provided from time to time by PivX (the "Documentation") within North America, solely to third parties to whom Detto licenses Qwik-Fix Pro ("Third Parties"), and as governed by the terms set forth in Exhibit A (PivX/Detto Reseller Agreement Addendum). PivX also hereby grants to Detto a non-transferable, non-exclusive license to distribute PivX's Qwik-Fix Pro and the Documentation outside of North America, solely to Third Parties and as governed by the terms in Exhibit A. Detto shall have no right to reproduce Qwik-Fix Pro or any part thereof.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * In addition, Detto shall make its offices and equipment available in person, upon reasonable notice, and to the extent feasible, remotely, to PivX to inspect and test Detto's physical and technical set-up to ensure that Detto is complying with its obligations under this Section.
  * PivX shall have the right, at reasonable times and on reasonable notice, to inspect and audit the books and records of Detto to verify the accuracy of any statements.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: Yes. EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. 
  * EXCEPT FOR PIVX'S OBLIGATIONS UNDER SECTION 4.2, IN NO EVENT SHALL PIVX'S OR ITS LICENSORS' LIABILITY TO DETTO OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY PIVX HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS.
  * In the event of termination in accordance with Section 5.1, PivX shall not be liable to Detto because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Detto.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: With respect to Qwik-Fix Pro delivered by PivX to Detto on CD-Rom, PivX warrants that for a period of thirty (30) days following delivery to Detto, the media on which Qwik-Fix Pro is furnished to Detto will be free from defects in materials and workmanship during normal use.
conversations.from: human
conversations.value: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
conversations.from: assistant
conversations.value: Yes. Detto shall not contest the validity of any of the Property or PivX's exclusive ownership of them.