Reseller agreement: Valid December 01 2002.

Thank you for you interest in our CalaCode Strategic Reseller Program.

This is a unique opportunity to join the fast growing CalaCode network. CalaCode is committed to building strong business relationships and supporting its partners worldwide.

We are interested in teaming up with highly motivated Internet professionals who want to create or build a more successful business. We invite you to combine our effective and thoroughly tested software with your own services, such as customizing, installations and consulting.

We also offer a sole distributor license to resell the @Mail software in your region, particularly in non-English speaking countries. The combination of native language support and local time zones with @Mail will make an attractive package to clients in your region.

By reselling the @Mail software you can create a profitable business of your own, or generate further revenue through your existing industry.

We at CalaCode believe that the best incentive to be involved with our Reseller program is high reseller discounts. We have discounts ranging from 30% to 40%. You can view these percentages in our pricing tables. This is a much higher profit margin than most other Reseller programs available. With little startup costs* and high profit potential, you can use the @Mail software to further your business's success.

Please take a moment to read the licensing agreement and submit the required form.

Any inquires can be directed to resellers@CalaCode.com . Thank you again for choosing CalaCode and we look forward to a successful business partnership.

Reseller Agreement

CalaCode.com Terms on Reseller agreement (These terms indicate non-exclusive rights only)

1. License eligibility:
*Resellers must first purchase any version of CalaCode.com's @Mail Software to be eligible for this agreement. This will give you in-depth knowledge of the installation and administration process that will be needed to fully support your clients. If you do not already have a personal download identification, please contact reseller@CalaCode.com to arrange this.

2. License period:
The Reseller agreement is valid for one year and will be reviewed per annum. CalaCode.com may terminate this agreement at their discretion if no sales of the CalaCode software have taken place within a three (3) month period.

2. Distributor Discount:
Distributor discounts are set by CalaCode.com, which is based upon the retail price. The current discount rate ranges from 30% to 40%, depending on the version of software and volume sold. Please see the pricing structure tables.

3. Volume Discount:
The distributor can qualify for additional volume discounts depending upon the amount of software sold in a three month period. The volume discount is currently 5-12.5%. This is negotiable after a 6 month reseller period has occurred.

4. Prices:
All prices appear in United States Dollars (USD). The retail prices are set by CalaCode and reflect the 'suggested' price of CalaCode Software. Each edition maintains it's own pricing structure and CalaCode reserves the right to reset the retail price if appropriate. Any notice or change of pricing structure or policy will be mentioned to the Reseller prior to making public information.

5. Payment:
Payment must be made before software is provided. Payment will be via the Reseller download page, and all payments must be made with a recognized credit card. Distributors must enter a unique identification code that will be given upon agreement of Reseller license to obtain the software.

6. Technical Support:
CalaCode.com will provide 2 tier support. This includes support to the Reseller and not the end user. Email and phone support are included with purchases. Phone support can be provided during normal business hours, which are 9am to 6pm GMT. Email support is 24x7. There is a 6-24 hour turnaround for critical bug fixes and support for critical server issues, and other technical complications or issues.

7. Product Upgrades:
CalaCode.com will provide customers free upgrades as the version specifies. After this time period has expired, all additional copies of future editions will be sold at 40% discount off current retail price.

8. Further sales:
Additional purchases such as remote installation or customizations are to be determined between the distributor and client. The distributor has the right to 100% of the revenue created on their additions. The recommended price for installation is $ 100 although the price negotiable between the distributor and client. CalaCode.com takes no responsibility for any complications nor gives technical support for these actions.

9. Liability:
CalaCode.com assumes full responsibility of the quality assurance of CalaCode software only. Any failure or complications that do not result as a direct consequence of CalaCode Software will not be the responsibility of CalaCode.com. This includes hardware, server, and other related components not directly related to software itself.

10. Taxes:
The Reseller must take responsibility for all municipal, state and federal taxes.

11. Confidentiality:
Reseller agrees to maintain all confidential information of CalaCode in strict confidence. Reseller agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, recompile, copy or reproduce the Software except as contemplated by this Agreement. Any independent contractors who may work for the Reseller shall also be bound under this confidentiality agreement.

5. Property Rights:
Each copy of the CalaCode software that is resold must retain the 'Developed by CalaCode.com' copyright on the log-in page. Other than this, the owner of software licence is able to customize the software to suit their needs. CalaCode owns all rights, titles and interest in the CalaCode software including trade names, inventions, copyrights, trade secrets, patents, and know-how related to the product/service.