Burstek - Become a bt-Partner

Become a bt-Partner Online Application
Submit the form below and a bt-Partner Representative will contact you promptly to set up your account.

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I would like to Become a Burstek Authorized Reseller

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Security Appliances	Proxy Servers	Cache Servers
Firewalls	Consulting	ISP/ASP
Software Apps	Web Hosting	Other Hardware

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Microsoft-MSCECisco CCNECheck Point

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Burstek Channel Partner Program Agreement:

The following Agreement describes the terms and conditions under which 
            BURST TECHNOLOGY INC. offers you the opportunity to participate in 
            our bt-Partner Programs. By clicking on the "I Agree" button 
            below or by using this Portal, YOU ACKNOWLEDGE THAT YOU HAVE READ 
            THIS AGREEMENT AND UNDERSTAND IT, YOU AGREE TO BE BOUND BY ITS TERMS 
            AND CONDITIONS AND ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF 
            OF THE CHANNEL PARTNER. 
			
            BURSTEK BT-PARTNER PROGRAM AGREEMENT ("Agreement") 
			
            WHEREAS, Burst Technology is engaged in the development, manufacturing, 
            marketing, distribution and licensing of certain computer network 
            security and productivity products set forth in Schedule "A" 
            (and as defined below); and 
			
            WHEREAS, Reseller is engaged in the business of licensing software 
            products to end users and wishes to resell licenses for Burst Technology's 
            Products; 
						
            NOW, THEREFORE, in consideration of the above premises and intending 
            to be legally bound, the Parties agree as follows: 
			
            1. Definitions
              For the purposes of this Agreement the following terms shall have 
              the noted meanings:
              (a) Agreement means this Authorized Reseller Agreement and 
              all related schedules referred to herein and annexed hereto, as 
              they may be amended from time to time.
			  
              (b) Confidential Information of a Party means data and information 
              relating to the business, plans or management of such Party which 
              is disclosed by such Party to the other Party under the terms and 
              conditions of a mutually agreeable confidentiality agreement and, 
              when disclosed to the other Party in written, oral or other form, 
              is designated, marked or otherwise identified as "confidential" 
              or "proprietary". For the purpose of this Agreement, Confidential 
              Information shall include the Products and related documentation 
              of Burst Technology which are licensed under this Agreement and 
              marked as confidential of proprietary.
			  
              (c) Customer means End-User purchasers of the Product.
			  
              (d) End-User means any final purchaser ("licensee") 
              who has acquired a Product for its own use and not for resale or 
              redistribution.
			  
              (e) Intellectual Property Right means any proprietary right 
              in existence during the Term of this Agreement provided under: patent 
              law; copyright law, trademark law, trade secret law, semiconductor 
              chip or mask law, and any other statutory provision of common law 
              principle applicable to the Product which may provide a right in 
              either: ideas, formulae, algorithms, concepts, inventions, or know-how 
              generally; or the expression of such ideas, formulae, algorithms, 
              concepts, inventions, or know-how.
			  
              (f) License Agreement means the terms and conditions governing 
              the use of a Product by a Licensee, with terms substantially the 
              same as Schedule "B".
			  
              (g) Order means Reseller's purchase order for the Product 
              issued in accordance with the terms and conditions of this Agreement.
			  
              (h) Product means one or more of the Burst Technology products 
              listed and described in Schedule "A", as amended from 
              time to time by Burst Technology. Such amendments may include without 
              limitation, additional Burst Technology products which the Parties 
              may agree to include under this Agreement.
			  
              (i) Reseller Support Services means support services provided 
              to End-Users that contain defined response times and escalation 
              procedures.
			  
              (j) BurstSupport means the support provided to Reseller by 
              Burst Technology in accordance with Schedule "D".
			  
              (k) Term means the period of validity of this Agreement as 
              specified herein and renewed in accordance with this Agreement from 
              time to time.
			  
              (l) Trademarks mean all trademarks, service marks, trade 
              names and logos used by Burst Technology from time to time.
			  
              (m) Transfer Price means the net purchase price to be paid 
              by Reseller to Burst Technology for a Product. It is computed by 
              applying the appropriate discount level determined in accordance 
              with Schedule "C" to the then current Burst Technology 
              list price for the Product.
			  
              (n) Updates are defined as minor fixes to the Product; and 
              Upgrades are defined as new program versions/enhancements, including 
              major changes or improvements to the Product.
			  
            2. Reseller Appointment and Grant of Rights
			
            2.1 Burst Technology grants and Reseller accepts a non-exclusive 
              appointment to resell Products to end users only in the Territory 
              and to purchase Products for Reseller's own internal use in accordance 
              with the terms and conditions stated herein.
			  
            2.2 Burst Technology grants and Reseller accepts a non-exclusive, 
              non-transferable license, to distribute and sublicense the Products 
              in object code form to its end users pursuant to the terms and conditions 
              stated herein. Sublicensing shall be in accordance with Burst Technology's 
              standard software license agreement attached hereto as Schedule 
              "B", unless otherwise agreed by the parties.
			  
            2.3 Burst Technology grants and Reseller accepts a non-exclusive, 
              non-transferable, worldwide right and license to use all Burst Technology 
              Trademarks related to the Products provided that Reseller shall 
              use all such Trademarks in a manner consistent with Burst Technology's 
              published standards for use and that Burst Technology shall have 
              the right to revoke any and all permitted uses under this paragraph 
              in the event Reseller uses a Trademark, without obtaining Burst 
              Technology's consent to such use, in a manner which would tend to 
              dilute the strength of that Trademark.
			  
            3. Rights and Responsibilities of the Parties 
			
            3.1 Burst Technology shall:
			
            (a) Permit Reseller to represent itself as a non-exclusive "Authorized 
              Burst Technology, Inc. Reseller";
			  
             (b) Provide BurstSupport to Reseller's own technical support personnel; 
            
			(c) Sell Products to Reseller in accordance with the terms and 
              conditions of this Agreement; 
			  
            (d) Sell available versions of Product literature, sales aids, 
              brochures, point of purchase displays and other promotional materials 
              which Burst Technology may develop for the marketing of Products 
              from time to time, to Reseller at Burst Technology's cost; 
			  
            (e) Provide Reseller with Updates, bug fixes, patches and other 
              improved versions or releases of Products, excluding Upgrades, together 
              with recommended distribution and dissemination procedures, free 
              of charge except for media, insurance, shipping and handling charges, 
              if applicable, provided, however, that Reseller shall limit its 
              distribution of updates to those End-Users who have valid Reseller 
              Support Services agreements in place;
			  
            (f) Provide Reseller with thirty (30) days advance notice of any 
              changes in Product prices, and where practical, Product specifications;

(g) Maintain a staff of trained personnel to provide Reseller with 
              technical backup and support for Products, by telephone and/or network 
              connection during regular business hours, from 8:00 a.m. until 5:30 
              p.m. Eastern Time, USA, Monday through Friday, excluding U.S. holidays;

(h) Provide Reseller, upon request, with general Product marketing 
              advice and guidance, and, at Burst Technology's sole discretion 
              and in accordance with its then current sales leads policy, provide 
              Reseller with sales leads from time to time, if any, generated by 
              Burst Technology's marketing efforts;
			  
            (i) Offer Product training for Reseller's staff from time to time, 
              at Burst Technology's then prevailing rates. Should Reseller require 
              training at a location other than Burst Technology's facilities 
              designated facilities, then Reseller shall be responsible for all 
              travel, accommodation and living expenses of Burst Technology's 
              staff involved in such training.
			  
            3.2 Reseller shall:
			
            (a) Purchase all Products directly from Burst Technology;
			
            (b) Require a mutually agreed upon number of Reseller personnel 
              to attend product training courses offered by Burst Technology at 
              no charge. Training will take place at Burst Technology's designated 
              location at a mutually agreed upon time and date. Reseller will 
              be responsible for travel, living and any other expenses for its 
              personnel attending training.
			  
            (c) Display, operate and demonstrate Products strictly in accordance 
              with Burst Technology's software license terms and conditions, and 
              the instructions set out in current Product end-user documentation;
			  
            (d) Not post or display in any public forum, pricing for Burst 
              Technology products;
			  
            (e) Not copy, decompile, disassemble or otherwise reverse-engineer 
              or reproduce, or knowingly allow others, including without limitation, 
              Customers to perform such reverse-engineering of Products. Reseller 
              shall not remove and shall maintain at all times the prominent display 
              of Burst Technology's copyright and/or proprietary notices in and 
              on the Products. Reseller acknowledges and agrees to fully respect 
              and comply with the protection provided under the copyright laws 
              of nations where the software is installed and under all international 
              conventions;
			  
            (f) Offer support to all end-user licensees covering installation, 
              configuration, training and ongoing maintenance (including first 
              level technical support);
			  
            (g) Not use any of Burst Technology's proprietary information, 
              including but not limited to business and/or Product plans, pricing, 
              software, designs and documentation, for any reason other than the 
              promotion of Product sales hereunder;
			  
            (h) Not claim any right or title in, or ownership of any Burst 
              Technology Product, trademarks, trade names or other information 
              proprietary to Burst Technology;
			  
            (i) Not assign this Agreement to any third party without advance, 
              written agreement from Burst Technology;
			  
            (j) Provide, or cause to be provided, Reseller Support Services 
              for all Products installed within the Territory. This responsibility 
              of Reseller to provide, or cause to be provided Reseller Support 
              Services shall be limited to those Customers who contract for such 
              services under Reseller's standard service and maintenance program 
              then in effect;
			  
            (k) Maintain accurate records and provide a written report in a 
              form acceptable to Burst Technology, within fifteen (15) days of 
              the end of each month, showing i) the quantity of Products licensed 
              during such calendar month, ii) any adjustments due as a result 
              of errors in previous monthly reports, and iii) for each Product 
              licensed, the amount of the additional purchase credits to applied 
              to future Product licenses. Such point of sale reports shall include 
              (a) the Products sold the customer name (including main contact 
              number, ship to location (including city, state and zip code); (b) 
              sales of Support Services Agreements in each region of the Territory; 
              and (c) forecast of Product sales for the next calendar quarter; 
              and
			  
              (l) Allow access by a mutually acceptable auditor from time to time, 
              upon fifteen (15) days advance notice, to Reseller's accounts and 
              records to substantiate the accuracy of Reseller's reporting in 
              this regard. Reseller shall pay all costs of such audit(s) if the 
              audit results identify a discrepancy of two per cent (2%) or more 
              between Reseller's business records and the corresponding reports 
              to Burst Technology; otherwise, Burst Technology shall pay all such 
              audit costs.
			  
            4. Term
			
            4.1 This Agreement shall commence on the Effective Date and shall 
              continue for one (1) year ("Initial Term") unless terminated 
              earlier as provided for herein. Thereafter this Agreement shall 
              automatically be renewed for succeeding one (1) year periods ("Renewal 
              Term(s)") unless either party gives the other thirty (30) days 
              written notification of non-renewal prior to the end of the then 
              current term or unless terminated earlier as provided for herein. 
              After the Initial Term, Burst Technology reserves the right to modify 
              the terms and conditions of this Agreement, such as pricing and 
              volume commitments. 
			  
            4.2 Either party may terminate this Agreement (and the authorization 
              granted hereunder) solely for convenience and without showing cause 
              upon thirty (30) days prior written notice to the other party.
			  
            4.3 This Agreement may be terminated immediately by either Party, 
              without further notice, if the other Party: (i) materially breaches 
              the terms of this Agreement and fails to cure such breach within 
              thirty (30) days of receipt of written notice of such breach from 
              the other Party; or (ii) becomes insolvent or (iii) files a petition 
              of bankruptcy.
			  
            4.4 In the event of notice of termination of this Agreement, in 
              whole or in part, due to a material breach by Reseller, Burst Technology 
              shall have the option to cancel, at its sole discretion, all Orders 
              from Reseller.
			  
            4.5 In the event of termination of this Agreement, for any reason, 
              Reseller shall: (a) promptly cease all further activities to represent, 
              quote or sell any Products within the Territory. Furthermore, Reseller 
              shall cease using the Trademarks and other identifications of Burst 
              Technology or the Products, including without limitation, any distribution 
              of marketing materials which reference the Products or any of Burst 
              Technology's Trademarks. Notwithstanding, Reseller shall (a) pay 
              all outstanding invoices or amounts owing to Burst Technology which 
              shall become due and payable immediately; and (b) destroy or return 
              to Burst Technology, all Burst Technology Information then in its 
              possession, and certify to Burst Technology that such items have 
              been destroyed or returned.
			  
            5. ORDERS, PAYMENT, AND DELIVERY
			
            5.1 Currency. All monetary amounts expressed or referred to in 
              this Agreement, including without limitation, list prices and Transfer 
              Prices, shall be in United States dollars (US$) unless specifically 
              set forth otherwise.
			  
            5.2 Order Forms. Reseller shall order Products by issuing a purchase 
              order, duly signed by an authorized purchasing agent. Each Order 
              shall reference this Agreement, specify Reseller's purchase order 
              number and state the quantity, type and configuration of each Product 
              ordered, and a requested delivery date. Any terms and conditions 
              contained in a purchase order which are inconsistent with or in 
              addition to the terms and conditions contained in this Agreement 
              shall be considered proposals for addition to the contract and shall 
              not be binding unless specifically accepted in writing by Burst 
              Technology. A writing merely acknowledging receipt of the order 
              and setting forth administration data such as the expected shipping 
              date shall not constitute such acceptance.
			  
            5.3 Order Placement and Confirmation. Reseller's order may be delivered 
              by mail, fax (facsimile or telefax), or other telecommunication 
              method agreed between the Parties. Reseller's order(s) must be confirmed 
              by delivery to Burst Technology of Reseller's written purchase order 
              as provided for herein, within fifteen (15) days from the date of 
              the corresponding telecommunication, otherwise Burst Technology 
              may, at its sole discretion, cancel the order.
			  
            5.4 Order Cancellation by Burst Technology. Burst Technology may 
              cancel any Orders placed by Reseller, or refuse or delay shipment 
              thereof if Reseller: (a) fails to make payment to Burst Technology 
              in accordance with the terms and conditions herein, including without 
              limitation any interest or late payment fees due hereunder; (b) 
              fails to meet reasonable credit or financial requirements set forth 
              by Burst Technology from time to time, including without limitation, 
              any limitations on allowable credit; or (c) fails in any material 
              way to comply with the terms and conditions of this Agreement.
			  
            5.5 Prices and Discounts. Prices for Products shall be set out 
              in Burst Technology's applicable price list, as published and updated 
              from time to time by Burst Technology, less a Reseller discount 
              as specified in Schedule "C". Burst Technology may, at 
              its sole discretion, change its price lists and such changed prices 
              shall become effective thirty (30) days after written notice to 
              Reseller.
			  
            5.6 Exclusion of all Taxes from Purchase Price. Prices of Products 
              do not include sales, withholding or similar taxes. Reseller shall 
              pay such taxes, if imposed, either directly or when invoiced by 
              Burst Technology, or shall supply appropriate tax exemption certificates 
              in a form satisfactory to Burst Technology. In the event that any 
              such taxes paid by Reseller are recoverable by Burst Technology, 
              Burst Technology shall reimburse Reseller within thirty (30) days 
              of such recovery, provided that Reseller has previously provided 
              payment receipts for such paid taxes to Burst Technology to substantiate 
              its claim.
			  
            5.7 Reseller's Responsibility for Permits, Import Duties, etc. 
              Reseller shall be responsible, at its own expense, for obtaining 
              all necessary import and other permits required in the Territory 
              and for the payment of any and all taxes and duties imposed on the 
              delivery, importation, sale or license of the Products in the Territory.
			  
            5.8 Product Delivery. Delivery of Products shall be electronic 
              via E-mail within one (1) business day after receipt of a valid 
              purchase order. 
			  
            5.9 Payments. Payments to Burst Technology shall be due and payable 
              thirty (30) days after delivery as described herein unless payment 
              is made by credit card. Credit Card payments are due immediately. 
              All payments shall be in U.S. dollars and shall not be deemed to 
              have been made until the payment is available to Burst Technology 
              in Bonita Springs, FL, USA, or its remittance is made to the bank 
              account designated by Burst Technology. Overdue payments shall bear 
              interest at the rate of one and one half percent (1.5%) per month, 
              or part thereof (eighteen per cent (18%) per year, calculated monthly), 
              or any lesser amount that is the maximum permitted by applicable 
              law.
			  
            5.10 Reseller's Risk of Customer Non-Payment. The risk of non-payment 
              by a Customer shall be borne directly by Reseller and shall not 
              affect Reseller's obligation to pay Burst Technology any amounts 
              owed under the terms of this Agreement.
			  
              5.11 Title. Title to and ownership of all software Products shall 
              at all times remain with Burst Technology or its licensors.
			  
            5.12 Product Pricing for Resale. Reseller shall be free to determine 
              its own list prices for Products to be resold to its Customers. 
              Any list prices published or provided by Burst Technology are suggestions 
              only.
			  
            5.13 Product Availability. Burst Technology reserves the absolute 
              right, solely at its own discretion, to change, increase or decrease 
              the number and/or type of Products made available to its resellers, 
              and to discontinue the supply and/or support of any or all Products, 
              effective upon reasonable notice to Reseller. Burst Technology may, 
              at its option, permit Reseller to rotate such discontinued Products 
              for current products or permit Reseller to deplete its inventory 
              of the discontinued Product.
			            
              6. Intellectual Property Rights and Confidentiality
			  
            6.1 Reseller acknowledges that all Intellectual Property Rights 
              in Products (e.g., any proprietary right in existence at the time 
              of this agreement, including any modifications thereto developed 
              by or on behalf of Burst Technology) and the goodwill associated 
              therewith belongs to Burst Technology and its licensors and further 
              acknowledges that ownership of the Products and the Intellectual 
              Property Rights therein shall be held in the name of Burst Technology 
              and its licensors. Reseller does not have the right to create any 
              derivative works under the terms of this Agreement.
			  
            6.2 Reseller covenants to Burst Technology that it shall keep confidential 
              the confidential information (defined as all data and information 
              relating to the business, plans or management of Burst Technology 
              which, when disclosed to Reseller in written, oral or other form, 
              is designated, marked or otherwise identified as "confidential") 
              of Burst Technology to which Reseller obtains access as a consequence 
              of entering into this Agreement and that it will take all reasonable 
              precautions to protect such confidential information from any use, 
              disclosure or copying, except as expressly authorized by this Agreement, 
              and to only use the confidential information for the benefit of 
              Burst Technology as contemplated herein.
			  
            7. Warranties and Indemnities
			
            7.1 Limited Warranty. Burst Technology warrants that for a period 
              of ninety (90) calendar days following delivery to Customer, the 
              media on which the Products are reproduced will be free of defects 
              in material and workmanship under normal use. Burst Technology will 
              replace any defective media returned to it in accordance with the 
              provisions of Burst Technology's return policy in its then current 
              Sales and Marketing Policies.
			  
            7.2 No Implied Warranty. BURST TECHNOLOGY EXPRESSLY DISCLAIMS 
              ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET 
              FORTH IN THIS AGREEMENT, INCLUDING IMPLIED REPRESENTATIONS OR WARRANTIES 
              OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE 
              ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING 
              OR USAGE OF TRADE.
			  
            7.3 Reseller Acknowledgment Re: Product Representations etc. Reseller 
              acknowledges that, except as set forth herein or in the License 
              Agreement, Burst Technology does not, and Reseller shall not represent 
              or warrant to any party, including but not limited to any other 
              Resellers, Customers and any End-User Licensees that the operation 
              of the Products: (a) will meet Licensee's requirements; (b) will 
              be error free; or (c) will not be interrupted by reason of defect 
              therein or by reason of fault on the part of Burst Technology or 
              its licensors.
			  
            7.4 Indemnity for Reseller's Negligence and Misrepresentation. 
              Reseller shall indemnify and hold Burst Technology harmless from 
              any and all claims, damages and expenses of any kind or nature, 
              together with legal fees and expenses incurred in connection therewith 
              arising out of the negligence, misrepresentation or other misconduct 
              of Reseller, or arising from any acts of commission or omission 
              by Reseller with respect to its sale of Products under this Agreement.
			  
            7.5 Burst Technology's Indemnity Re: Intellectual Property Rights. 
              Burst Technology shall indemnify, hold harmless, and defend Reseller 
              and its Customers from and against any and all suits, actions, damages, 
              costs, losses, expenses (including settlement awards and reasonable 
              legal fees), and other liabilities arising from or in connection 
              with any claim that Burst Technology does not have sufficient right, 
              title, or interest in any unaltered Products to enter into this 
              Agreement, or that such unaltered Products infringe or violate any 
              third party's U. S. patent, copyright or trademark. In the event 
              a final injunction is obtained against the sale of unaltered Product(s) 
              by reason of infringement of a third party's intellectual property 
              rights, or if in Burst Technology's opinion an unaltered Product 
              is likely to be the subject of a claim of infringement, Burst Technology 
              shall, at its option and expense: i) procure for Reseller and its 
              Customers the right to continue using such Product, ii) replace 
              or modify the Product so that they become non-infringing but functionally 
              equivalent, or, if i) or ii) are not reasonably possible, refund 
              the amount paid for the infringing Product by Reseller. Such indemnification 
              obligation shall not apply: (a) unless Burst Technology is given 
              prompt written notice of any claim or threat after Reseller learns 
              of such claim or threat; and (b) unless Burst Technology is given 
              the opportunity to control the defense of such action, provided 
              however, that Reseller shall have the right to approve papers filed 
              regarding dispositive motions and shall have the right to approve 
              any settlement of any claims brought against it; and (c) if the 
              Product involved has been altered in any way by Reseller or other(s) 
              and such infringement would not have been alleged but for the alteration.
			  
            7.6 Limited liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY 
              CONTAINED HEREIN, BURST TECHNOLOGY'S LIABILITY TO RESELLER, IF ANY, 
              FOR ANY BREACH BY BURST TECHNOLOGY OF ANY OF THE TERMS AND CONDITIONS 
              HEREOF SHALL BE LIMITED TO DIRECT DAMAGES ONLY. IN NO EVENT SHALL 
              BURST TECHNOLOGY OR ITS LICENSORS BE LIABLE FOR ANY OTHER DAMAGES 
              WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, 
              BUSINESS INTERRUPTION, LOSS OF INFORMATION, CONSEQUENTIAL, INCIDENTAL, 
              INDIRECT OR SPECIAL DAMAGES OR OTHER PECUNIARY LOSS) ARISING OUT 
              OF ANY BREACH OF THIS AGREEMENT, EVEN IF BURST TECHNOLOGY HAS BEEN 
              ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WITH THE 
              EXCEPTION OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT 
              OR MISAPPROPRIATION AS SET FORTH IN SECTION 7.5, BURST TECHNOLOGY'S 
              ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE 
              LIMITED TO THE AMOUNT ACTUALLY PAID BY RESELLER FOR THE PRODUCT. 
             			   
            8. General
			
            8.1 Choice of Law. This Agreement shall be interpreted under the 
              laws of the State of Florida, except for its conflict of law rules.
			  
            8.2 Entire Agreement. This Agreement sets forth the entire agreement 
              and understanding between the parties as to its subject matter and 
              is intended to be the complete and exclusive statement of such agreement 
              and understanding.
			  
            8.3 Independent Contractors. The parties to this Agreement are 
              independent contractors. Reseller shall not, except in accordance 
              with this Agreement, represent itself to be an agent or legal representative 
              of Burst Technology.
			  
           8.4 Notices. Any notices, consents, waivers or other communications 
              required or permitted to be given under the terms of this Agreement 
              must be in writing, and be delivered by courier, mail or hand delivery, 
              and will be deemed to have been delivered upon receipt. The addresses 
              for such communication shall be at the address first stated in this 
              Agreement or at such other address as may be given by either party 
              to the other in writing. 
			  
            8.5 Force Majeure. Except for the obligations to pay amounts due 
              hereunder, neither Party shall be responsible to the other for any 
              non-performance, or delay in performance, occasioned by any cause 
              beyond its control, including without limitation, acts or omissions 
              of the other, acts of civil or military authority, strikes, lock-outs, 
              embargoes, acts of God, delay of suppliers or inability to obtain 
              materials or supplies, but for greater certainty, the shortage of 
              funds by a Party hereto, thereby preventing it from discharging 
              its obligations hereunder shall be deemed to be a cause within its 
              control. The Party whose performance is suspended or delayed shall 
              notify the other Party within fifteen (15) days of such suspension. 
              If the performance of one Party is suspended for sixty (60) days 
              or more for any reason contemplated herein, the other Party may 
              elect to terminate this Agreement at any time thereafter on written 
              notice to that effect.
			  
           8.6 Export. Reseller agrees to comply with all applicable United 
              States export control laws and regulations, including without limitation, 
              the laws and regulations administered by the United States Department 
              of Commerce and the United States Department of State.
			  
           Schedule "A"
            Burst Technology Products
            
              bt-WebFilter web filtering product
              bt-LogAnalyzer web and email reporting product
              bt-MailFilter email filtering product
			  
            Note on Encryption Capabilities: Certain Products may include 
              encryption capabilities that are used for encryption passwords for 
              user authentication purposes, or that is used for the encryption 
              of text or files. Such encryption technology may be subject to restrictions 
              on the sale and distribution in certain global markets, in which 
              case Burst Technology reserves the right not to sell the Product 
              to distributors, resellers or systems integrators for resale in 
              such restricted markets, and Reseller agrees not to sell Products 
              in such markets.
			  
            Schedule "B"
			
            BURST TECHNOLOGY, INC.
              SOFTWARE LICENSE AGREEMENT
			  
            WARNING! - CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END-USER 
              LICENSE AGREEMENT ("EULA") BEFORE DOWNLOADING, INSTALLING, 
              COPYING, OR USING BURST TECHNOLOGY PRODUCTS (THE "PROGRAM"), 
              THE BURST TECHNOLOGY CATEGORY LIST (THE "CATEGORY LIST"), 
              AND/OR THE DOCUMENTATION THAT ACCOMPANY THIS PROGRAM. THE PROGRAM, 
              CATEGORY LIST, AND DOCUMENTATION (TOGETHER, THE "SOFTWARE") 
              ARE THE PROPRIETARY PROPERTY OF BURST TECHNOLOGY, INC., ("BURST") 
              AND ARE LICENSED SUBJECT TO THIS EULA, NOT SOLD. 
			  
              IT IS IMPORTANT THAT YOU HAVE FIRST TRIED THE DEMO VERSION OF THIS 
              SOFTWARE PRIOR TO ORDERING THE FULL VERSION. THE DEMO VERSION ONLY 
              OF THE SOFTWARE IS SUBJECT TO THIS EULA AND IS AVAILABLE AS A ROYALTY 
              FREE DOWNLOAD FROM BURST AND AUTHORIZES YOU TO USE, PURSUANT TO 
              THE TERMS AND CONDITIONS OF THIS EULA, THE DEMO VERSION OF THE SOFTWARE 
              FOR FIFTEEN (15) DAYS. THE FULL VERSION OF THE SOFTWARE IS SUBJECT 
              TO THIS EULA AND THE PAYMENT, IN ADVANCE, OF A LICENSE FEE. UPON 
              YOUR ACCEPTANCE OF THIS EULA AS PROVIDED HEREIN AND BURST'S RECEIPT 
              OF THE LICENSE FEE, YOU ARE AUTHORIZED TO USE THE FULL VERSION OF 
              THE SOFTWARE FOR TWELVE MONTHS, FOR NO MORE THAN THE NUMBER OF USERS 
              AUTHORIZED BY THE LICENSE FEE, AND PURSUANT TO THE TERMS AND CONDITIONS 
              OF THIS EULA. 
			  
              ACCEPTANCE: BY INSTALLING, COPYING, OR USING THE SOFTWARE YOU 
              (AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY) ARE ACKNOWLEDGING THAT 
              YOU HAVE READ THIS EULA, UNDERSTAND IT, AND ACCEPT AND AGREE TO 
              BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. THIS EULA IS 
              A LEGAL AGREEMENT BETWEEN YOU AND BURST. 
			  
              IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, THEN (A) DO NOT INSTALL, 
              COPY, USE, OR DOWNLOAD THIS SOFTWARE, AND (B) DESTROY ALL COPIES 
              OF THE SOFTWARE FROM ALL COMPUTERS AND STORAGE MEDIA UNDER YOUR 
              DIRECT OR INDIRECT CONTROL. 
			  
              YOUR PAYMENT TO BURST OF A LICENSE FEE REPRESENTS TO BURST THAT 
              (A) YOU HAVE USED THE DEMO VERSION OF THE SOFTWARE SUBJECT TO THIS 
              EULA AND DETERMINED, IN YOUR SOLE OPINION, THAT THE SOFTWARE IS 
              ACCEPTABLE TO YOUR NEEDS; (B) YOU HAVE READ AND AGREE TO THIS EULA; 
              AND (C) BURST IS NOT OBLIGATED TO REFUND ANY LICENSE FEES PAID BY 
              YOU TO BURST.
			  
              You and Burst (together the "Parties" and individually 
              each a "Party"), for good and valuable consideration, 
              hereby agree as follows:
			  
              1. BURST'S RIGHTS. The Software is proprietary to Burst. You acknowledge 
              and agree that Burst retains all rights, title, and interests (including, 
              without limitation, all copyright, moral rights, trademark, trade 
              secret, patent rights, and all other intellectual property rights) 
              in the Software (including, without limitation, to any source code, 
              object code, images, photographs, animations, video, audio, music, 
              text, or applets incorporated into the Software). This EULA does 
              not convey to you any interest in or to the Software, except for 
              a limited right of use that is revocable in accordance with the 
              terms of this EULA. The structure, organization and code of the 
              Software are the valuable trade secrets and confidential information 
              of Burst and its suppliers. United States copyright law, other intellectual 
              property laws, and international treaties protect the Software. 
              
              2. LICENSE FEES. The license fees you pay Burst regarding the Program 
              are paid in consideration of the rights granted to you under this 
              EULA. 
			  
              3. TERM AND TERMINATION. The term of this EULA begins 
              the date Burst sends the Software to you, and continues until twelve 
              (12) months after the date Burst sends the Software to you, unless 
              it is a demo version of the Software in which case the EULA terminates 
              fifteen (15) days after the date Burst sends the Software to you. 
              You may terminate this EULA at any time by returning the Software 
              and all copies of the Software to Burst and uninstalling all copies 
              of the Software that are on any computer under your direct or indirect 
              control. Without prejudice to any other rights, Burst may terminate 
              this EULA if you breach any term or condition of this EULA. Upon 
              termination, for whatever reason, with or without cause, you shall 
              uninstall any copies of the Software that are on any computer under 
              your direct or indirect control, and either (a) return to Burst 
              the Software and all copies thereof to Burst or (b) provide Burst 
              with a written certification signed by your duly authorized representative 
              stating that all copies of the Software have been removed from any 
              computer under your direct or indirect control, and that all copies 
              of the Software have been destroyed. UNLESS THIS EULA IS RENEWED 
              BY BURST AND YOU, THE PROGRAM WILL CEASE TO OPERATE AT THE EXPIRATION 
              OF THE AFORESAID TERM OR, IF RENEWED THEN AT THE EXPIRATION OF ANY 
              SUBSEQUENT RENEWAL TERM.
			  
              4. GRANT OF LICENSE. Burst hereby grants to you, and you accept, 
              a nonexclusive, non-transferable license to use the Program (in 
              a machine-readable, object code form only), Category List, and the 
              Documentation only as authorized by this EULA. This EULA grants 
              you the following rights: 
			  
              4.1 Installation and Use. Provided that you do not exceed the number 
              of users authorized by the license fee you paid to Burst, you may 
              install and use the Software on any computer or computer server 
              owned, leased, or otherwise controlled by you, or, if such computer 
              becomes inoperable, on your backup computer. You shall use the Software 
              for your internal use only. In no event shall your use exceed the 
              maximum number of authorized users for which you have paid a license 
              fee. 
			  
              4.2 Backup Copies. For backup purposes, you may create one copy 
              (on diskette or CD-ROM) of the Software. Any such backup copies 
              will contain all of Burst's copyright, trademark and other proprietary 
              notices, as they appear in and/or on the original (including without 
              limitation in and/or on the Software and/or on the outside of the 
              diskette, CD-ROM, or other media containing the Software). Except 
              as authorized in this paragraph, you will neither make nor have 
              made any other copies of the Software or any portions thereof.
			  
              5. LICENSE RESTRICTIONS. You may not use the Software except as 
              specifically permitted in this EULA including, without limitation:
			  
              5.1 You shall not reverse engineer, reverse assemble, reverse compile, 
              decompile, disassemble or otherwise translate the Software.
			  
              5.2 You shall not sell, license, or distribute to third parties 
              any or all of the Software or the reports generated by the Software. 
              
              5.3 You shall not use the Software to provide services to any third 
              party as if said third party was a user of the Software.
			  
              6. RESERVATION OF RIGHTS AND OWNERSHIP. Burst reserves all rights 
              not expressly granted to you in this EULA. The Software is protected 
              by copyright and other intellectual property laws and treatises. 
              Burst, or its suppliers, own the copyright, title, and other intellectual 
              property rights in and to the Software. The Software is licensed, 
              not sold. Nothing in this EULA grants you any rights in or to any 
              copyright rights, trademarks, patents, or other intellectual property 
              rights of Burst. 
			  
              7. ASSIGNMENT. You shall not assign, sublicense, transfer, pledge, 
              lease, rent, or otherwise share the rights granted to you under 
              this EULA. This EULA will bind and inure to the benefit of the Parties 
              and their respective successors and assigns.
			  
              8. REGISTRATION IDENTIFICATION. Upon receipt by Burst from you of 
              the license fee according to this EULA, you will be provided a registration 
              identification number. This registration identification number pursuant 
              to this EULA: (A) is linked to you; (B) identifies the number of 
              authorized users permitted as determined by the license fee you 
              pay to Burst; and (C) activates the full version of the Software. 
              The Program registration identification number and/or license key 
              are considered proprietary to Burst and shall not be disclosed by 
              you to any person outside of your organization. The registration 
              identification number will be obtained by you either from Burst 
              or from persons authorized by Burst to disseminate the registration 
              identification number.
			  
              9. NOTICE TO U.S. GOVERNMENT END USERS. The Software, including 
              the Program, Category List, and Documentation, are "Commercial 
              Items," as that term is defined at 48 C.F.R. §2.101, consisting 
              of "Commercial Computer Software" and "Commercial 
              Computer Software Documentation," as such terms are used in 
              48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, 
              and is provided with RESTRICTED RIGHTS. Consistent with 48 C.F.R. 
              §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, 
              as applicable, the Commercial Computer Software and Commercial Computer 
              Software Documentation are being licensed to U.S. Government end 
              users (a) only as Commercial Items and (b) with only those rights 
              as are granted to all other end users pursuant to the terms and 
              conditions herein. Use, duplication, or disclosure by the Government 
              is also subject to restrictions as set forth in subparagraph (c)(1)(ii) 
              and subparagraph (c) of the Rights in Technical Data and Computer 
              Software clause at DFARS §252.227-7013 (as amended) or subparagraphs 
              (c)(1) and (2) of the Commercial Computer Software-Restricted Rights 
              at 48 CFR §52.227-19, as applicable. Unpublished rights are 
              reserved under the copyright laws of the United States. "Manufacturer" 
              is Burst Technology, Inc., 9240 Bonita Beach Road, Suite 3317, Bonita 
              Springs, FL 34135 USA. For U.S. Government End Users, Burst agrees 
              to comply with all applicable equal opportunity laws including, 
              if appropriate, the provisions of Executive Order 11246, as amended, 
              Section 402 of the Vietnam Era Veterans Readjustment Assistance 
              Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation 
              Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 
              through 60-60, 60-250, and 60-741. The affirmative action clause 
              and regulations contained in the preceding sentence shall be incorporated 
              by reference in this EULA.
			  
              10. EXPORT RULES. You agree that the Software will not be shipped, 
              transferred or exported into any country or used in any manner prohibited 
              by the United States Export Administration Act or any other export 
              laws, restrictions or regulations (collectively the "Export 
              Laws"). In addition, if the Software is identified as export 
              controlled items under the Export Laws, you represent and warrant 
              that you are not a citizen of, or otherwise located within, an embargoed 
              nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, 
              Cuba, North Korea, and Serbia) and that you are not otherwise prohibited 
              under the Export Laws from receiving the Software. All rights to 
              use the Software are granted on condition that such rights are forfeited 
              if you fail to comply with the terms of this Agreement.
			  
              11. LIMITED WARRANTY. Burst warrants to you and for your benefit 
              alone, for a period of fifteen (15) days from the beginning of the 
              term of this EULA (the "Warranty Period") that the Program 
              will operate substantially in accordance with the functional specifications 
              in the Documentation accompanying the Program. If a material defect 
              (i.e., a reproducible instance of substantial non-conformance with 
              the functional specifications identified in the Documentation) appears 
              in the Program during the Warranty Period, you may return it to 
              Burst for either a replacement, repair, or, if Burst elects in its 
              sole opinion, a refund of the license fees that you paid under this 
              EULA. If an implied warranty or condition is created by your state 
              law, and state, federal, or provincial law prohibits disclaimer 
              of it, you may also have an implied warranty or condition, BUT 
              ONLY AS TO DEFECTS DISCOVERED DURING THE WARRANTY PERIOD. As 
              to defects discovered after the Warranty Period, there is no warranty 
              or condition of any kind. Some states and/or jurisdictions do not 
              allow limitations on how long an implied warranty or condition lasts, 
              so the above limitation may not apply to you. You agree that the 
              foregoing constitutes your sole and exclusive remedy for Burst's 
              breach of any warranties made under this EULA.
			  
              12. SUPPLEMENTS AND/OR UPDATES TO THE SOFTWARE. You agree to promptly 
              install any supplements and/or updates to the Software. In particular, 
              you agree to promptly install any updates to the Program and/or 
              Category List and hereby acknowledge that a failure to promptly 
              install any such updates will cause the Program to report less than 
              complete or inaccurate information, all at your own risk. Any supplements 
              and/or updates to the Software after the expiration of the Warranty 
              Period are not covered by any warranty or condition, express, implied 
              or statutory. 
			  
              13. DISCLAIMER OF WARRANTIES. THE FOREGOING LIMITED WARRANTY IS 
              THE ONLY EXPRESS WARRANTY MADE TO YOU FOR THIS SOFTWARE AND IS PROVIDED 
              TO YOU IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY). EXCEPT 
              FOR THE LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY 
              APPLICABLE LAW, BURST AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND 
              ANY SUPPLEMENTS AND/OR UPDATES TO THE SOFTWARE, "AS IS" 
              AND WITH ALL ERRORS, IF ANY, AND BURST AND ITS SUPPLIERS HEREBY 
              DISCLAIMS ANY AND ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, 
              IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY AND ALL 
              IMPLIED WARRANTIES, CONDITIONS, OR DUTIES OF MERCHANTABILITY, OF 
              FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OF CONDITION 
              OF TITLE, OF QUIET ENJOYMENT OR QUIET POSSESSION, OF ACCURACY OR 
              COMPLETENESS, OF RESPONSES OR RESULTS, OF WORKMANLIKE EFFORT, OF 
              LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE 
              SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE 
              SOFTWARE REMAINS WITH YOU. 
			  
              14. DAMAGES EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
              LAW, IN NO EVENT SHALL BURST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, 
              CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS WHATSOEVER, 
              EVEN IF BURST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 
              (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF CONFIDENTIAL 
              OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, 
              FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD 
              FAITH OR OF REASONABLE CARE, FOR TORT (INCLUDING, WITHOUT LIMITATION, 
              NEGLIGENCE), FOR STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH 
              OF WARRANTY OF BURST OR ANY OF ITS SUPPLIERS, AND FOR ANY OTHER 
              DAMAGES OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED 
              TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF 
              OR FAILURE TO PROVIDE SUPPORT SERVICES, SUPPLEMENTS, OR UPDATES 
              TO THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION 
              OF THIS EULA, EVEN IF BURST OR ITS SUPPLIERS HAVE BEEN ADVISED OF 
              THE POSSIBILITY OF SUCH DAMAGES. SOME STATES/JURISDICTIONS DO 
              NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL 
              OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO 
              YOU. 
			  
              15. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES 
              THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT 
              LIMITATION, ALL SUCH DAMAGES ABOVEMENTIONED AND ALL DIRECT OR GENERAL 
              DAMAGES), BURST'S AND ANY OF ITS SUPPLIERS' CUMULATIVE LIABILITY 
              TO YOU OR TO ANY THIRD PARTY UNDER ANY PROVISION OF THIS EULA FOR 
              ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS 
              ARISING OUT OF OR RELATING TO THIS EULA AND/OR YOUR USE OF THE SOFTWARE, 
              WILL NOT EXCEED THE GREATER OF (A) THE LICENSE FEES THAT YOU PAID 
              TO BURST UNDER THIS EULA, OR (B) FIFTY DOLLARS ($50 U.S. CURRENCY). 
              THESE LIMITATIONS OF LIABILITY AND REMEDIES, AND ALL OTHER DISCLAIMERS 
              IN THIS EULA, SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
              LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 
			  
              16. TRADEMARK. No right, license or interest is or will be granted 
              to you under this EULA regarding any trademark, trade name, service 
              mark or logo of Burst.
			  
              17. INDEMNITY. The Software will provide you with certain data concerning 
              usage of the Internet by those you configure the Software to monitor. 
              You agree to indemnify, defend, and hold harmless Burst, its officers, 
              directors, employees, and agents, from and against any claims, lawsuits, 
              or judgments, including attorneys' fees and court costs, that arise 
              or result from your use of the Software.
			  
              18. GOVERNING LAW. The laws of the State of Florida, excluding its 
              conflicts of law paragraphs, govern and will be used to construe 
              this EULA. Any disputes regarding this EULA shall be heard in the 
              state court serving Lee County, Florida, or the United States District 
              Court, Middle District of Florida, Ft. Myers Division. The Parties 
              expressly exclude the application of the United Nations Convention 
              on Contracts for the International Sale of Goods. This License Agreement 
              shall be governed by the laws of the State of Florida, without regard 
              to conflicts of law provisions, and any applicable federal laws, 
              and you hereby consent to the exclusive jurisdiction of the state 
              and federal courts serving Lee County, Florida.
			  
              19. LITIGATION COSTS. If Burst brings an action against you for 
              breach of this EULA, and prevails, then Burst will be entitled to 
              receive from you reasonable attorney's fees and expenses of litigation, 
              in addition to any other granted relief. 
			  
              20. GENERAL PROVISIONS. If any part of this EULA is found void and 
              unenforceable, it will not affect the validity of the balance of 
              this Agreement, which shall remain valid and enforceable according 
              to its terms. This Agreement shall not prejudice the statutory rights 
              of any party dealing as a consumer. This Agreement may only be modified 
              by a writing signed by an authorized officer of Burst. Updates may 
              be licensed to you by Burst with additional or different terms. 
              Burst's failure to enforce any right or to take action against any 
              breach hereunder will not be deemed a waiver by Burst as to any 
              subsequent enforcement of rights or actions against breach. This 
              is the entire agreement between Burst and you relating to the Software 
              and it supersedes any prior representations, discussions, undertakings, 
              communications, written or oral, or advertising relating to the 
              Software.
			  
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