Partner Program - IP Phones | Polycom | Cisco | Digium - ChannelWareR...• VoIP optimized routers with QOS and fail over options from Adtran, Cisco and Edgewater • Managed switches

NETXUSA 231 Beverly Rd. Greenville, SC 29609 T 864.271.9868 F 864.233.4344 Toll Free Sales & Support 1.800.BUY.NETX (289.6389)

ChannelWare® is a registered trademark of NETXUSA. Universal Provisioning System, ChannelWare® and all NETXUSA tools and

services are protected by copyright

Partner Program

Provided by


ABOUT NETXUSA

NETXUSA, Inc., a recognized RingCentral partner, is a leading distributor of Voice over

Internet Protocol (VoIP) products and services. NETXUSA provides RingCentral reseller’s a

streamlined solution through many value added services that give them an advantage over their

competition. NETXUSA has two distribution, provisioning and sales facilities in the United States.

These two facilities provide rapid regional response and economical product delivery to the

reseller channel. Value added services from NETXUSA include complete back office systems,

provisioning services for all certified RingCentral CPE, branding solutions, channel tools, pre and

post sales support and RMA/warranty services.

Why NETXUSA?

• One stop shop for all of your certified VoIP hardware needs with high product availability

and real time pricing

• Simplified installs with RingCentral’s certified pre-configuration of CPE

• Negotiated product pricing to help you compete

• Robust order management system for a streamlined process and real time automated

notifications

• Hands free automation options to help your business grow (API support)

• Multiple staging options including support for registration and phones calls verified before

shipment

• Custom branded labels services to identify products to end customers

• Add branding and instructional documents to improve overall customer experience

• Free Professional services including expert technical support

• Product warranty handling to ensure hassle free replacements with return labels

Why RingCentral and NETXUSA?

RingCentral, partnered with NETXUSA allows a reseller to provide a complete VoIP solution to

their market while realizing a higher level of revenue on the given install. This is realized through

negotiated rates via RingCentral’s buying power to lower hardware cost, while also providing

access to NETXUSA’s many value adds. RingCentral and NETXUSA is making VoIP Simple.


The Sales Advantage

Enable your sales team with a complete offering of CPE for most customer installs. Target

specific vertical markets with the assistance of our presales engineering team. Certified and

supported products from RingCentral may include:

• Desktop VoIP phones from the leading manufacturers such as Polycom, Cisco,

Aastra, Grandstream, Panasonic and Snom

• Wireless voice offerings with DECT or traditional WIFI solutions

• VoIP optimized routers with QOS and fail over options from Adtran, Cisco and

Edgewater

• Managed switches with POE or without

• Managed Wireless LAN solutions enabled for VoIP

• Security and surveillance equipment for SMB

• ATAs and gateways for analog line or fax solutions

• Wired and wireless headset solutions

* For a full listing of product offerings visit www.netxusa.com


How To Get Started With NETXUSA

To sign up with NETXUSA as a RingCentral reseller you will need to fill out the NETXUSA

agreement, the VAR profile sheet and credit card form below. For customers requesting

terms for payment methods the credit application will need to be filled out as well.

Please send these forms to:

Email: [email protected] and [email protected]

Or Fax: 864-233-4344

NETXUSA RingCentral Channel Manager: Anne Meidlinger

Contact Number: 864.292.7144

Email Address: [email protected]

Once we have received your information allow for 24 – 48 hours to process your

account request. Login credentials will automatically be sent to the primary contact listed.

This contact will be provided full administration access to all features within the

ChannelWare® system including access to create an unlimited number of users for your

company. Negotiated pricing and associated configuration support for your carrier will be

automatically associated to your account for immediate order processing.

Demo Programs and Certification

NETXUSA provides access to many programs once you are signed up as a partner. Demo

offers will vary from manufacturer to manufacturer; options include extra discounts off of

equipment for NFR purposes or options for 30-day trials. If you are interested in these demo

programs please contact your NETXUSA sales representative to receive more information.

All demos and trials include free NETXUSA support.

Support Access Pre-Sales & Post

For questions on certified products please contact RingCentral. If you require pre-sales or

post sales support please contact the NETXUSA support department once your account is

setup. Contact information for our support department is as follows.

[email protected]

Toll Free 800.289.6389 option 2

Or www.netxusa.com -> go to request support once logged in.

Initial _______

NETXUSA, Inc. Dealer agreement

This Dealer Agreement ("Agreement") is entered into by and between NETXUSA, Inc., having its principal place of business at 231 Beverly Road, Greenville SC 29609 (Distributor) and ______________________, having a place of business at ___________________________________________ (“Dealer”). Distributor and Dealer may be collectively referred to as the “Parties”. Unless the context otherwise requires words denoting the singular shall include the plural and vice versa. Any reference to 'writing' or 'written' shall include faxes and electronic mail.

In consideration of the mutual promises contained herein, the parties agree as follows:

1.0 Preamble: NETXUSA, Inc. Distributes, sells or licenses certain hardware and software products by various manufacturing partners. Dealer wishes to be appointed, and Distributor wishes to appoint Dealer to resale Products and Services under the terms and conditions of this Agreement.

2.0 Definitions

2.1 Trademarks shall mean those trademarks, trade names, service marks, slogans, designs, distinctive advertising, labels, logos, and other trade-identifying symbols as are or have been developed and used by Distributor Inc. or any of its subsidiaries or affiliate companies.

2.2 Agreement shall mean this Dealer Agreement entered into by the parties, including all Exhibits, and any amendments or addendum to this Agreement, duly executed by the parties:

Exhibit A N/A unless expressly noted Exhibit B RMA/Return Policy

2.3 Annual Purchase Commitment if applicable is defined in Exhibit A and shall mean Dealer purchase commitment(s) for each year of this Agreement as defined in Exhibit A. Purchases are deemed made when Product is shipped.

2.4 Dealer shall mean the company designated in the first paragraph of this Agreement, and any of Dealer Affiliates.

2.5 End User shall mean an individual or company who acquires such Products for internal use rather than resale.

2.6 Effective Date shall mean the date this Agreement is executed by Distributor, as designated in the signature block.

2.7 Fiscal Year shall mean Distributor’s fiscal year which commences on January 1st and

continues through December 31st.

2.8 Intellectual Property Rights shall mean any of Distributor’s trademarks, trade names, inventions, copyrights, design rights, know-how or trade secrets.

2.9 Partner Access shall mean the secure portion of Distributor partner access website dedicated to providing information to our partners.

2.10 Price List shall mean the list of the stock-keeping units (“SKU”) within each Authorized Product Group. Distributor Price Lists may be amended by Distributor from time to time.

2.11 Product or Products shall mean the Distributor certified hardware and software products identified in the applicable Price List. Any product not procured directly from

Page 1

Initial _______

Distributor is not considered a Product. Distributor reserves the right to change, improve or add any new Products or Services at any time. However, any such change will not reduce the level of Service until the end of the specific support term of the affected purchase order. Distributor will provide written notice of any major changes to Products purchased under this Agreement.

2.12 Purchase Orders or POs shall mean an offer from Dealer to purchase the designated Product or Services. All POs are subject to written or electronic acceptance by Distributor.

2.13 Inactive Dealer shall mean a dealer that has not purchased a new piece of equipment within a 6-month period.

3.0 Limitation of Liability

3.1 Limitation of Liability. IN NO EVENT, REGARDLESS OF THEORY, SHALL DISTRIBUTOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, PERFORMANCE, FAILURE OR INTERRUPTION OF ITS PRODUCTS OR SERVICES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DISTRIBUTOR’S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PURCHASED DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE INITIAL CLAIM IS MADE. DEALER HAS ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF A BARGAIN TO LOWER THE PRICE OF THE GOODS AND SERVICES AND UNDERSTANDS THAT THE PRICE OF THE GOODS WOULD BE HIGHER IF DISTRIBUTOR WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES. THIS DISCLAIMER OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND SHALL BE EFFECTIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 3.2 Dealer’s Indemnification. Dealer shall be responsible for, and shall indemnify and hold Distributor free and harmless from any and all claims, suits, losses, expenses, liabilities and damages (including attorney's fees) arising out of the alleged acts or omissions of Dealer, its Distributors, employees, servants, agents or any of them, including without limitation claims or damages arising out of any claims, warranties or representations which differ from the warranty and product documentation provided by Distributor in its product packaging.

DISTRIBUTOR Indemnification. Distributor shall be responsible for, and shall indemnify and hold Dealer, its subsidiaries, affiliates, successors, and assigns and their respective shareholders, officers, directors, partners, principals, employees, representatives, agents, successors and permitted assigns (“Indemnitees”) free and harmless from any and all claims, suits, losses, expenses, liabilities and damages (including attorney's fees) by third parties arising out Distributor’s performance or non-performance of the products or services. In addition, Distributor will indemnify, defend (at Distributor’s sole expense) and hold Dealer and its Indemnitees harmless against any and all damages, losses, expenses, debts, liabilities, claims, demands, suits, actions or proceedings (“Claim”) arising out of or in connection with any equipment supplied by Distributor alleging to infringe or infringing a valid trademark, patent, copyright, trade secret or other intellectual property right of a third party. If the use of any equipment supplied by Distributor hereunder is enjoined or subject to a Claim, Distributor shall, at its option and expense, replace or modify the infringing equipment or component (provided that such modification does not materially impair the intended use of the equipment as contemplated hereunder or its ability to meet the applicable performance specifications)

Page 2

Initial _______

so that it becomes non-infringing or procure the right for Dealer to use the equipment. In the event that Distributor is unable to perform any of the actions described in the preceding sentence, Dealer may terminate the Agreement immediately without liability. Without limiting Dealer’s other available remedies, Distributor shall refund to Dealer any amounts paid for the infringing equipment. Dealer and Distributor agree to give each other prompt notice of any Claim to which the other’s indemnity obligation under this Indemnification Section may apply. The indemnified party shall cooperate fully, at the expense of the party giving the indemnity, in the defense or settlement of any Claim. The indemnified party also may participate with separate counsel engaged at its own expense in the defense of any such Claim

4.0 Term and Termination.

4.1 Term. This Agreement shall commence on the Effective Date and shall be effective for an initial one-year term. This Agreement will automatically renew for additional one (1) year terms, unless one Party gives the other Party at least thirty (30) days written notice prior to the expiration of the current term of such Party’s intention that the Agreement expire at the end of its current term.

4.2 Termination for Cause. Either Party may terminate this Agreement at any time upon written notice if the other party (i) is in material breach of its obligations hereunder and fails to cure such breach within thirty (30) days following written notice of such breach, or (ii) becomes insolvent or files or has filed against it a petition under bankruptcy or insolvency law which remains un-dismissed after 90 days, or makes an assignment for the benefit of creditors or takes any similar action under applicable bankruptcy or insolvency law.

4.3 Termination for Convenience. Either party may terminate this Agreement, without cause, on sixty (60) days written notice.

4.4 Unfulfilled orders. On expiration or termination of this Agreement, Distributor may cancel any or all unfulfilled orders. Any orders, which are not cancelled, will be fulfilled on the terms of the Agreement.

4.5 Obligations after Termination. Upon expiration or termination, each party shall return to the other, or certify the destruction of, any materials (specifically excluding Product) of the other, including, without limitation, all Confidential Information. Termination or expiration shall not relieve either Party of the obligation to pay any sums due hereunder. The provisions relating to security interest, retention of title, confidentiality, warranty, indemnities and limitation of liability shall survive according to their terms after termination or expiration of this Agreement. Neither Party shall be liable to the other for any damages, expenditures, loss of profits or prospective profits or goodwill on account of the termination or expiration of this Agreement pursuant to its terms. Dealer expressly waives any and all rights provided by law or statute for any indemnity or compensation from Distributor by reason of termination or non-renewal of this Agreement.

4.6 Loss or Damages. Distributor shall not be liable to Dealer for any loss or damage Dealer may suffer as a result of Distributor termination of this Agreement.

Page 3

Initial _______

5.0 Purchase Requirements

5.1 Product Purchase Orders. Dealer may place orders for Products by submitting purchase orders (PO) electronically through API transmission, email or by manual entry into the Distributor web portal. The Product PO’s must state the quantity, the Product(s) and Product numbers, applicable price, shipping instructions, and requested delivery date, special shipping instructions, bill to and ship to addresses, and any special order handling instructions, if any.

5.2 Order Acceptance. Within twenty-four (24) hours after the receipt of any purchase order from Dealer, Distributor shall respond either by accepting Dealer’s purchase order as submitted or by notifying Dealer of proposed modifications. When an acknowledgment contains additions or modifications to the purchase order, the acknowledged purchase order shall not become effective until Dealer notifies Distributor in writing that the additions and/or proposed modifications are acceptable.

5.3 Delivery Method and Insurance. Following the receipt of a valid purchase order, Distributor shall deliver the products to such location designated by Dealer. Freight carriers insure each package up to $100. It is the responsibility of the Dealer to insure their packages above the $100 value if greater insurance coverage is desired. Freight carrier insurance can be added to any shipment and is computed at the time or purchase based on carrier quoted rates on that day. Dealer is responsible for all freight costs including but not limited to, insurance, handling, freight, and any notification, sort and segregation charges. Partial delivery of the products shall not be permitted unless authorized by Dealer.

5.4 Delivery Dates. Distributor agrees to make every reasonable effort to meet the delivery date specified by Dealer but will not be liable for failure to do so. If the Distributor finds that the products cannot be shipped within the term specified in the purchase order, the Distributor will promptly notify the Dealer and advise the Dealer of the revised delivery date. The Dealer shall then have the option of terminating the purchase order without obligation for payment.

5.5 Product Discounts. Distributor has the right at any time on thirty (30) days written notice to (i) change discounts or discount categories for its Products or Services, or (ii) adjust prices for the hardware or services it is providing.

5.6 Products to be Purchased. If applicable, purchase orders will normally be limited to the products covered in Exhibit A, as updated from time to time by mutual agreement of the parties. Purchase orders may, however, be issued for products distributed by Distributor which are not covered in Exhibit A. In such event, the presumption will be that the terms and conditions of this Agreement apply to any such purchase order unless the Distributor shall notify Dealer of its objection to having such product covered under this Agreement.

5.7 Decline to make shipments. Distributor may decline to make shipments to Dealer or Dealers Resellers if Dealer is delinquent in making payments to Distributor or is otherwise in breach of this Agreement.

6.0 Warranty Distributor represents and warrants to Dealer that: (i) Distributor has the authority to enter into this Agreement, it has good and marketable title to all products, and authority to sell the products to Dealer, free and clear of all liens, charges, encumbrances, or other restrictions; (ii) the person(s) signing this Agreement on behalf of Distributor are authorized to sign; (iii) the products shall be of good quality, free from defects in design, material and workmanship and conform to the samples furnished to Dealer, if any, and all descriptions and specifications; and (iv) Distributor will comply with all applicable laws and regulations in

Page 4

Initial _______

performing its obligations under this Agreement, including but not limited to laws and regulations pertaining to the design, manufacture, packaging, labeling, and, if applicable, importation of the products into the United States. Distributor also warrants that it will not violate or infringe upon any patent, copyright, trade secret or other property or contract right of any other person.

7.0 Taxes Except as otherwise specified herein, all prices are exclusive of any applicable taxes. Dealer shall pay, indemnify and hold Distributor harmless from all import duties, customs fees, levies use, value added of other taxes of any nature including penalties and interest, and all government permit or license fees assessed upon or with respect to any products sold or licensed and any services rendered to Dealer in respect of this Agreement.

a. Tax exemption. For shipments within the United States, Dealer may provide Distributor with a tax exemption certificate acceptable to the taxing authorities in lieu of paying such taxes; however, Dealer shall reimburse Distributor for any fines, penalties, taxes and other charges, including expenses incurred by Distributor, due to Dealer’s submission of invalid information.

8.0 Credit

8.1 Payment Terms. Upon credit approval, payment terms are net thirty (30), calculated from the date of invoice unless otherwise noted. If deemed appropriate by Distributor, other possible payment terms may be American Express, Master Card, Visa, wire transfer or COD. If Dealer decides to pay for products purchased under this Agreement via credit card, Distributor shall accept payment by such credit card at no additional charge or expense to Dealer assuming Dealer is paying with credit card at the time of purchase. Bulk purchases, as defined by anything not shipping that day, or invoices being paid after invoice date may be subject to credit card fees of 2.5%. Product shall be considered paid in full once charged. The parties agree that Dealer’s credit card numbers, account numbers, as well as all information relating to Dealer’s purchases with such credit cards, is Dealer’s Confidential Information. All payments to Distributor shall be in United States dollars, free of any restrictions or withholding. Dealer may not deduct any credit memos from payment(s) made to Distributor on outstanding invoice(s) without noting which memo and to which invoice it is to be applied. Dealer must give Distributor written notice of any discrepancies among the purchase order, the invoice, and the Products or Services received, within 30 days after receipt of the Products or Services or the invoice, whichever occurs later. Failure to do so shall constitute acceptance and payment in accordance with the terms of the invoice. Payment is not conditioned upon the Products or Services meeting any acceptance testing procedures Dealer may have. If there is any dispute as to a part of a shipment, Dealer will pay for the undisputed part of that shipment.

8.2 Credit limits and Payment Term Decisions. Credit limits and payment term decisions are made, in Distributor’s sole discretion, by an analysis of Dealer’s current and historical financial information, bank references, trade references, payment practices, Dealer’s business plan, etc. To facilitate Distributor’s determination of credit limits and payment terms. Distributor may refuse credit terms, or withdraw credit terms upon notice to Dealer, in the event Distributor determines, in its sole discretion, that such terms would create an unreasonable credit risk. In the event an adequate credit limit cannot be granted, is withdrawn or until initial credit approval is given, deliveries will be available by negotiating

Page 5

Initial _______

alternative payment terms such as credit card, cash in advance, irrevocable letter of credit, etc.

b. Interest Charges. Distributor reserves the right to charge Dealer interest on any delinquent balance. This interest is computed on a daily basis for each day that the payment is delinquent, at the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate permitted by law.

9.0 RMA/Return Policy

9.1 All returned products must have a Distributor return authorization (RMA) number to be accepted by Distributor. RMA request for repair or replacement must follow the published RMA guidelines in exhibit B. Dealer shall have the right to return for full credit any products that are (i) returned to Distributor within 30 days of Dealer’s receipt, so long as said products are in the same new, unopened condition as when they were received by Dealer.

10.0 Technical Support

10.1 The Dealer is responsible for direct technical support to the End User. This support includes but is not limited to installation support, configuration support, application set-up and basic troubleshooting of all Distributor distributed products.

One year of Technical Support to the Dealer is included with each system purchased. This includes one year of free telephone support during the normal business hours of 9:00 a.m. and 6:00 p.m. EST, one year of e-mail support, and unlimited access to Distributor Internet Support Net for one year. Emergency Support after normal business hours is also available for one year, once the system has been installed/configured and has been operational. Emergency support is available only if the system becomes inoperative or severely compromised after installation has occurred and the unit has been previously operational.

Inactive dealers can purchase technical support for a fee. This fee does not qualify as a system purchase, and does not change the dealer status.

11.0 Trademarks.

11.1 Trade mark ownership and usage. Dealer acknowledges that all Distributor Manufacture Partners Trade marks are vested to Partners absolutely.

11.2 Protection of Trade mark. Dealer shall not remove, alter or modify the serial or identification numbers, labels and other trade-identifying symbols from Products sold or licensed by Distributor under this Agreement. Dealer shall use the same degree of care and means that it utilizes to protect its own Trade marks. This Agreement does not grant either party any rights or license to use the trademarks, trade names, service marks or any other identifying marks of the other party or any manufacturing partner without first getting the other party’s express written consent.

Page 6

Initial _______

12.0 Confidentiality

12.1 Confidentiality. During the course of this Agreement, each party may disclose to the other certain proprietary information (both patentable and unpatentable, including trade secrets, know how, software, source codes, techniques, future product plans, marketing plans, customers, inventions, discoveries, improvements, and research and development data) ("Confidential Information") of a character regarded by the disclosing party as confidential. Each Party and each of its employees or consultants to whom disclosure is made shall hold all Confidential Information and the terms of this Agreement in confidence, and shall not disclose such information to any third party or apply it to uses other than the recipient's performance of this Agreement. Such Confidential Information if disclosed in writing shall be marked or identified as confidential or a similar designation, or if orally or visually disclosed, shall be identified as the confidential information of the disclosing party at the time of disclosure and then summarized in writing and provided to the recipient in such written form within thirty (30) days after such oral or visual disclosure.

12.2 Obligation of Confidentiality. The Parties agree that for a period of three (3) years from receipt of Confidential Information from the other Party hereunder, it shall use the same degree of care that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The Confidential Information shall be disclosed only to employees and consultants of a recipient with a "need to know" who are instructed to and agree in writing to not disclose third party Confidential Information, and who shall use the Confidential Information only for the purpose set out above. A recipient may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the recipient shall not affect the confidential nature or ownership of the same as stated hereunder.

12.3 Ownership of Confidential Information. All Confidential Information is, and shall remain, the property of the disclosing Party. Nothing herein shall be construed as granting or conferring any rights by license or otherwise in the Confidential Information except as expressly provided herein. A recipient acquires hereunder only a limited right to use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

Return of Confidential Information. Upon the written request of the disclosing Party, or upon the expiration or termination of this Agreement, the recipient shall, to the extent reasonable and practical, promptly return all copies of the Confidential Information, in whatever form or media, to the disclosing Party or, at the direction of such Party, destroy the same. The recipient shall certify in writing to the other such return or destruction within ten (10) days thereafter.

Exceptions This Agreement shall impose no obligation of confidentiality upon a recipient with respect to any portion of the Confidential Information received hereunder, which is:

(a) now or hereafter, through no unauthorized act or failure to act on recipient's part, becomes generally known or available;

(a) lawfully known to the recipient without an obligation of confidentiality at the time recipient receives the same from the disclosing party, as evidenced by written records;

(b) hereafter lawfully furnished to the recipient by a third party without restriction on disclosure;

(c) furnished to others by the disclosing party without restriction on disclosure; or

Page 7

Initial _______

(d) independently developed by the recipient without use of the disclosing parties Confidential Information.

12.4 Legally compelled to Disclose. Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information to the extent the receiving party is legally compelled to do so by any governmental investigation or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving party shall

(a) assert the confidential nature of the Confidential Information to the agency, immediately notify the disclosing party in writing of the agency’s order or request to disclose, and

(b) co-operate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

12.5 Disclosure of this Agreement. Neither Party shall disclose, advertise or publish the terms or conditions of this Agreement without the prior written consent of the other.

13.0 General

13.1 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and shall supersede any and all other agreements between them regarding such subject matter. Amendments to this Agreement may be made only in document signed by authorized representatives of both parties. .

13.2 Force Majeure. Neither party shall be liable to the other for any alleged loss or damage resulting from any delay of performance caused by acts of the other, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, war, riot, accident, shortage, delay in transportation, or any other causes beyond the reasonable control of the delayed Party. The obligation of performance shall be delayed for a reasonable time to allow recovery from any force majeure.

13.3 Waiver. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default. The exercise of any right or remedy provided in the Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity. If any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the Parties and the remaining provisions shall in no way be affected thereby.

13.4 Relationship of the Parties. The Parties hereto are independent contractors and shall not be deemed to be partners, joint ventures or agents of the other.

13.5 Dispute Resolution. The Parties will attempt in good faith to promptly resolve any dispute, controversy, or claim ("Dispute") arising out of or relating to this Agreement through negotiations between the parties before resorting to other remedies available to them. Any such Dispute shall be referred to appropriate senior executives (e.g. director or V.P. level) of each party who shall have the authority to resolve the matter. Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in subsequent mediation, other alternate dispute resolution ("ADR"), or litigation. If the senior executives are unable to resolve the Dispute within thirty (30) days from the date of the written communication requesting referral to the executives, and either party wishes to

Page 8

Initial _______

pursue its rights relating to such Dispute, then the Dispute will be mediated by a mutually acceptable mediator appointed pursuant to the mediation rules of the American Arbitration Association within thirty (30) days after written notice by one party to the other demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator or the location of the mediation. Both parties will share the costs of the mediation equally, except that each party shall bear its own costs and expenses, including attorney's fees, witness fees, travel expenses, and preparation costs. The parties may also agree to replace mediation with some other form of non-binding or binding ADR. If the parties agree upon binding arbitration, the power of the arbitrator(s) shall be limited to that possessed by a Superior Court Judge of the State of South Carolina and the arbitrator(s) shall be prohibited from awarding damages or remedies in excess of those allowed by the provisions of this Agreement.

Any Dispute, which the parties cannot resolve through mediation within two (2) months of the date of the initial demand for it by one of the parties, may then be submitted to a court for resolution. The use of any ADR procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Any Dispute regarding the following is not required to be negotiated or mediated: non-payment or late payment; breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right; any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the parties or to others.

13.6 Governing Law. This Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the laws of The State of South Carolina WITHOUT REGARD TO ITS CONFLICT OF LAW RULES. Excluding any mediation or other ADR proceeding entered into by and between the parties pursuant to Section above, the parties hereby irrevocably consent and submit to the personal jurisdiction and venue of the United States District Court for The State of South Carolina, Greenville County, South Carolina for any action arising from, relating to or in connection with this Agreement, waive any defense based on improper or inconvenient venue or lack of personal jurisdiction and consent that all services of process be made as provided for herein and directed to it at the address to which notices are to be sent under this Agreement, and service so made shall be deemed to be completed when received.

13.7 Non-Exclusive Relationship. This Agreement is not intended to, nor does it create, an exclusive relationship between the parties, nor will anything contained in this Agreement be deemed to be a restriction of any type on either party's ability to freely compete or enter into other relationships with other entities or individuals.

13.8 Relationship of the Parties. The relationship between the parties shall be that of independent contractor. Nothing herein shall be construed as creating or constituting the relationship of employer/employee, franchisor/franchisee, principal/agent, partnership, or joint venture between the parties.

13.9 Reservation of Rights. Duties and obligations imposed by this Agreement and rights and remedies available hereunder will be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law except as otherwise provided herein. In particular, the rights and remedies available to Dealer under the Uniform Commercial Code are specifically incorporated herein.

Page 9

Initial _______

13.10 Headings. Headings used in this Agreement are for the purposes of convenience only and shall not affect the legal interpretation of this Agreement.

13.11 Draftsmanship. Each of the parties hereto has been represented by its own counsel. In the event of a dispute, no provision of this Agreement shall be construed in favor of one party and against the other by reason of the draftsmanship of this Agreement.

13.12 Survival. The expiration or termination of this Agreement will not terminate vested rights of either party from any liabilities or obligations incurred under this Agreement prior to or which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, indemnification, and returns.

13.13 Public Announcements. Distributor shall not make any public announcement or press release regarding this Agreement or any of the provisions contained herein without the written consent of Dealer. Distributor shall not list Dealer as (or otherwise communicate to third parties that Dealer may be willing to act as) a reference for Distributor’s products/services without Dealer’s prior express written consent.

14.0 Severability.

14.1 The terms and conditions of this Agreement shall prevail notwithstanding any conflict with the terms and conditions of terms of any of the Exhibits of this Agreement. If any provision or part of this Agreement is invalid, the remainder will continue in full force and effect and the offending provision or part shall be interpreted to whatever extent possible to give effect to its stated intent.

15.0 Assignment.

15.1 Distributor or Dealer may assign this Agreement to a parent, a subsidiary or affiliated entity upon written consent from either Distributor or Dealer. Notwithstanding the foregoing, Dealer or Distributor shall have the right to assign or otherwise transfer this Agreement in whole or in part incident to any sale, transfer, or other disposition by Distributor or Dealer of all or substantially all of the assets of itself upon written notice to Licensor.

16.0 Insurance

16.1 Comprehensive / Commercial General Liability. Distributor will procure and maintain throughout the term of this Agreement a policy of comprehensive general or commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence.

16.2 Workers Compensation; Automobile Liability. If Distributor’s agents will be entering Dealer’s premises, Distributor will procure and maintain throughout the term of this Agreement: (a) Workers Compensation insurance in an amount not less than the statutory limits and (b) automobile liability insurance with a combined single limit of not less than one million dollars ($1,000,000) for each occurrence for personal injury, including death, and property damage.

16.3 Umbrella Coverage. Distributor will procure and maintain throughout the term of this Agreement Umbrella coverage of not less than ten million dollars ($10,000,000).

Page 10

Initial _______

17.0 NDA. Distributor and Dealer propose to disclose to each other certain information

which is proprietary to them concerning: Product purchasing and fulfillment services WHEREAS, each Party agrees to receive the proprietary information from the other Party and treat all such information as confidential information if such information is in tangible form or is summarized by the disclosing Party (disclosing Party”) in tangible form within 30 days of being conveyed to the receiving Party (“Recipient”) orally or visually and bears a legend or label of “Confidential” or other similar designation manifesting an intent that the information is confidential (confidential informational).

NOW, THEREFORE, in consideration of the recitals set forth above and the covenants set forth herein, the Parties agree that: Except as described below, recipient agrees to hold all Confidential Information received from the Disclosing Party in confidence; use such Confidential Information only for the purposes of business arrangements between the Parties; reproduce such Confidential Information only to the extent necessary for such purposes; restrict disclosure of such Confidential Information to its employees and employees of its affiliated companies with a need to know and inform such employees of the obligations assumed herein; and not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party.

Recipient agrees to protect Confidential Information received from the Disclosing Party with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature. Recipient agrees to promptly inform the Disclosing Party of any unauthorized disclosure of the Disclosing Party's Confidential Information. To the extent that the Recipient obtains information on the Proprietary Provisioning Portal (“PPP”) from the Disclosing Party, Recipient agrees to hold all PPP information received from the Disclosing Party in confidence Indefinitely unless otherwise agreed to. Recipient will not disclose information to any party, including employees of any affiliated companies, without the express written consent of Distributor.

No license to the Recipient, under any trade secret or any other intellectual property right, is either granted or implied by the disclosure of information to the Recipient. None of the information which may be disclosed or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee, or inducement by either Party to the other of any kind, and, in particular, with respect to the -non-infringement of trademarks, patents, copyrights, mask work rights, or any other intellectual progeny rights, or other rights of third persons or of either Party.

Page 11

Initial _______

IN WITNESS WHEREOF, the parties of this Agreement have executed this Agreement with its

Effective Date as set out hereunder.

Agreed to and accepted by: DEALER/VAR:

NETXUSA, Inc. ________________________________ 231 Beverly Road Greenville SC 29609 ________________________________ ________________________________ __________________________________ ________________________________ Signature Date Signature Date

__________________________________ ________________________________ Name and title Name and title

Page 12

Initial _______

Exhibit A

Page 13


To Receive an RMA • Contact [email protected] to begin the process. • Provide the following to a support technician: RMA type (return for credit, standard replacement, etc.), product name, serial number and MAC address (if applicable), and a reason for return of the product. • A NETXUSA support technician will issue a ticket number and troubleshoot the problem with the customer to verify issues. • An RMA number will be emailed to the customer for the return of the product(s) under warranty. The Customer must then provide a replacement shipping address. • All replacements will be of like kind or better condition at the discretion of NETXUSA.

Returning RMA Products • All products are to be returned with the original manufacturer’s packaging. • All original parts and materials (cords, connectors, power supplies, CD’s, books, etc.) must be included. • The product must be packed properly in a shipping box, with the RMA number visible on the outside. • Customer is responsible for freight back to NETXUSA. • Product must be returned to NETXUSA within 10 business days of receiving an RMA number, or if advance replaced, within 10 days of receiving advance replacement. After this time, extensions must be requested.

Product should be returned to: NETXUSA INC.

231 BEVERLY ROAD GREENVILLE SC 29609 RMA# ______________

Product (s) returned without an RMA number will be immediately returned to the sender at their cost.

Once RMA Product(s) Received • When the faulty product is received, credit memos will be issued and the NETXUSA lab will test to confirm the product is defective. • If the product is bad, a replacement product will be shipped (default method is ground) and invoiced to the customer, unless product was advanced replaced. • If the product is found good, it will be returned (default method is ground) and re-invoiced to the customer, unless product was advanced replaced. • The customer will receive an order notification when the replacement is shipped, and the amount due from the replacement device will be offset by the credit memos generated when the product was received, minus any penalties for missing and/or damaged parts. (Note penalty cost/charges section.) • NETXUSA will cover the cost of GROUND shipping via NETXUSA’s carrier of choice on all replacements except for RMAs involving consignment inventory. If a shipping method other than ground is requested by the customer, the customer will be responsible for the difference in charges between ground and the requested method. • After the RMA is facilitated and the faulty product is shipped back to the manufacturer, if it is determined that the reason for product failure is physical damage, misuse, or any other reason that voids and/or is not covered under the warranty; the customer will be notified and charged the appropriate amount to repair the product to its original condition.

Advanced Replacement Returns • If an advance replacement is required, the RMA department must issue a PO for the replacement item(s) with a corresponding RMA number; the customer cannot place their own order for an advance replacement. The product will be shipped (default method is ground), and the customer will be invoiced for the replacement. Normal customer payment terms will apply, and a credit will be issued when the faulty product is received. • The customer may request that Netxusa includes a return label for faulty product to be returned. Shipping charges will apply for the return label. (Initial here) _______

mailto:[email protected]


Returns for Credit

• All returns are subject to any fees listed in the penalties and charges section below. Returns are accepted at the sole discretion of NETXUSA, and based on the condition of the product when it is received by NETXUSA, may be refused and sent back to the customer at the customer's cost. • Returns for credit within are subject to a 30% restock fee and must be unopened and unused. • Products with stickers or labels applied automatically incur the 30% restock fee. • No returns accepted beyond 120 days from date of purchase. • No returns on items received as replacements for defective products. • No returns on software or licenses will be accepted. • No returns on special ordered products will be accepted. • NETXUSA does not offer product exchanges. • Fees for services that NETXUSA provides are non-refundable. Examples of services include, but are not limited to: provisioning, consignment, custom packing slips or labels. • Credits for returns are by default applied to the customer’s NETXUSA account. Customer may request that credits be applied to their credit card.

Penalties and Charges A. Penalties are final; customers are not allowed to send missing parts to NETXUSA after initial RMA product is received. B. Charges are as followed, additional charges may be listed at later times once issues arise that are not noted in this document:

• Unless specified below, the penalties for any missing or damaged parts or accessories will be based on the standard, single quantity price from the current price book

• Boxes for Linksys and Cisco - $8.00 - return for credit only • Boxes for Polycom phones - $9.00 - return for credit only • Boxes for Mediatrix & Audiocodes - $40.00 - return for credit only • Boxes for all other manufacturers - $12.00 - return for credit only • Clamshells for Digium cards (sold after 2/1/11) - return for credit only • Clamshells for TDM2400 and AEX2400 Digium base cards - $12.00 • Clamshells for all other analog and digital Digium base cards - $6.00 • Network Cable - $9.00

C. Provisioning cost is $4.00 for phones and analog adapters. Routers are $10.00. Fee is charged on product returns for credit only. I, (print) ______________________ on behalf of (company name) ________________________ understand the RMA policy; as well as accept liability for any and all of the penalties and charges in the section above as they apply to any equipment that I return.

Signature ______________________________________ Date_______________________

For any questions about your RMA email [email protected]. Please provide your RMA number with your request. Send signed agreements to [email protected] or fax 864.233.4344.



Initial _______

NETXUSA VAR Information Sheet

Company Information Company Name ________________________________________________________________ Street Address _________________________________________________________________ City _____________________ State __________ Zip __________ Country ________________ Telephone (______)________________________Fax (______)________________________ Email Address _________________________________________________________________ Fed. Tax ID#__________________________ Reseller Tax ______________________________ Incorporated? ______ State of incorporation ___________ D&B # ________________________ Years in Business ____________ Annual sales $ ______________________________________ Total Number of Employees _______ Number of Employees in Sales _______ Number of Sales Offices/Locations _______ Number of Employees in Service _______ Contact Information President/Owner ______________ Phone (___)_________ Email ____________________ Vice-President ______________ Phone (___)_________ Email ____________________ CFO/Controller ______________ Phone (___)_________ Email ____________________ Primary Contact ______________ Phone (___)_________ Email ____________________ Sales Manager ______________ Phone (___)_________ Email ____________________ Sales Contact ______________ Phone (___)_________ Email ____________________ Technical Manager ______________ Phone (___)_________ Email ____________________ Operations Manager ______________ Phone (___)_________ Email ____________________ Marketing Contact ______________ Phone (___)_________ Email ____________________ Purchasing Contact ______________ Phone (___)_________ Email ____________________ Accounting Contact ______________ Phone (___)_________ Email ____________________ Office Manager ______________ Phone (___)_________ Email ____________________ Additional Information Describe the geographic area you cover: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Describe your primary markets/customers you serve: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Please include a copy of your resale tax certificate with your agreement.

Send executed Dealer agreements to [email protected] or fax to 864.233.4344

231 Beverly Road ~ Greenville, SC 29609

Voice: 800-BUY-NETX ~ Fax: 864-233-4344

Credit Card Authorization Form Company Name: _______________________________________________________________ Card Holder Name: _____________________________________________________________ Credit Card Number: ____________________________________________________________ V Code: _____________________ Expiration Date: __________________________________ Telephone #: ________________________________ Fax #: ___________________________ Billing Address of Credit Card: Address 1:_______________________________________________________________ Address 2:_______________________________________________________________ City:_________________ State:_________ ZIP:________ Country:________________ Ship To Address: Address 1:_______________________________________________________________ Address 2:_______________________________________________________________ City:_________________ State:_________ ZIP:________ Country:________________ Card Holder Signature: _______________________________ Date: _____________________

By signing above you certify that you are the authorized holder of this credit card and have given NETXUSA the authority to charge the above card.

Please complete this form and fax to NETXUSA Accounting Dept.

864-233-4344

Documents

Partner Program - IP Phones | Polycom | Cisco | Digium - ChannelWareR...• VoIP optimized routers with QOS and fail over options from Adtran, Cisco and Edgewater • Managed switches