Reseller Agreement

Please read this agreement carefully.

The parties agree as follows:

1) Arrangement:

Notes Solutions Inc publishes product information on its website at http://www.notes-solutions.com and provides various sales and marketing tools as well as product support if needed. The Reseller buys products at a discount price and resells these products to their clients. When the Reseller receives a Purchase Order from the Client the Reseller faxes Notes Solutions Inc a Site License Agreement Form with the Client's Registration Information. Notes Solutions Inc then provides the Reseller with a Registration Key so that the Client can register the software after they have downloaded the software from the Notes Solutions Inc website.

2) Obligations of Notes Solutions Inc:

Notes Solutions Inc will supply Reseller with guidelines and marketing materials to be used by the Reseller in promoting Notes Solutions Inc products.

3) Obligations of the Reseller:

The Reseller uses the Reseller website, contact information, knowledge of the market and the tools provided by Notes Solutions Inc, to retail the products subject to the Terms of this Agreement. Activities that in Notes Solutions Inc's sole opinion misrepresent Notes Solutions Inc and/or our products are grounds for immediate termination of this agreement.

4) Term of the Agreement:

The term of the Agreement will begin upon acceptance of the Reseller Agreement and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Notes Solutions Inc reserves the right to terminate the agreement immediately if any terms of the agreement are not followed. Upon termination, the Reseller agrees to remove any and all links to Notes Solutions Inc's website from it's website, outgoing emails, or other distribution methods.

5) Modification:

At any time and in our sole discretion, Notes Solutions Inc may modify any of the terms and conditions contained in this Agreement by emailing a revised agreement to the Reseller. If a modification is unacceptable to the Reseller, the Reseller's only recourse is to terminate participation in the Reseller Program. Continued participation in the Reseller Program following receipt of a revised agreement constitutes the Reseller's acceptance of the new agreement.

6) Limitations:

Notes Solutions Inc makes no express or implied warranties or representations with respect to the Reseller Agreement or any products sold through the Agreement (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Notes Solutions Inc makes no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

7) Payment Terms:

The Reseller buys product/s from Notes Solutions Inc at a discounted price. Payment terms are Net 30 days.

8) Relationship of Parties:

Notes Solutions Inc and the Reseller are independent parties, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. The Reseller shall have no authority to make or accept any offers of representation on our behalf. The Reseller shall not make any statement, whether on their Web sites or otherwise, that would contradict anything in this agreement.

9) Miscellaneous:

This Agreement is the entire agreement between the Reseller and Notes Solutions Inc and supersedes all prior agreements, oral or written with respect to this license. Questions concerning this Agreement may be directed to Notes Solutions Inc, 204 Commerce Blvd, Lawrence, PA 15055, USA. Email address to be used for termination of this Agreement: sales@notes-solutions.com