Nimbis Seller Partner Agreement


THIS AGREEMENT is made by and between Nimbis Services, Inc. ("Nimbis") and you (the "User").


A. User certifies that the information that User provided to Nimbis to register for this program is true and accurate to the best of User's knowledge.

B. Nimbis has developed a set of tools and services (the "Software") that allow a user to deploy and sell their applications on the Nimbis website.

C. Nimbis desires that the Software be tested prior to general release.

D. User wishes to serve as a Beta test user for such Software.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

1. Nimbis will grant to User access to the Software solely for Beta program testing and Beta program use from the effective date that the account is activated to such time that Nimbis may decide to terminate the Beta program.

2. User will receive a password to access User's account. User is responsible for maintaining the confidentiality of the account password that provides access to User's account financial information and User is fully responsible for all activities that occur under User's password or account. User agrees to (a) immediately notify Nimbis of any unauthorized use of User's password or account or any other actual or potential breach of security and (b) exit from User's account at the end of each session. Nimbis shall not be liable for any loss or damage resulting from unauthorized use of the Service in contravention of the Agreement.

3. In consideration for receiving access to the Software, User agrees to serve as a "Beta User" of the Software and will notify Nimbis of all problems and ideas for enhancements which come to User's attention during the period of this Agreement, and hereby assigns to Nimbis all right, title, and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, trademark, moral right or other intellectual property rights.

4. User agrees that the Software is the sole property of Nimbis and the Software includes valuable trade secrets of Nimbis. During the Beta program, User agrees to treat the Software as confidential and will not without the express written authorization of Nimbis:

4.1 Demonstrate, copy, sell, or market the Software to any third party; or

4.2 Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or

4.3 Modify, reuse, disassemble, decompile, reverse engineer, or otherwise translate the Software or any portion thereof.

5. The Software represents prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. The Software may not operate correctly and may be substantially modified prior to first commercial release, or withdrawn. The Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of the Software remains with User. In no event shall Nimbis be liable for any damage whatsoever arising out of the use of or inability to use the Software, even if Nimbis has been advised of the possibility of such damages.

6. The User upon completion of the Beta use period agrees to provide material, statistics, or information that is not deemed confidential to User's business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Nimbis. User will provide a quote to Nimbis that may be used in a press release.

7. This Agreement shall be governed, construed, and enforced in accordance with the laws of the United States of America and of the Commonwealth of Virginia.

8. This Agreement constitutes the entire and only agreement between the parties for the Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby.

9. User shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

10. Failure of Nimbis to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

11. If any provision of this Agreement shall be found by a court to be void, invalid, or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.