Welcome to VHummer

Resellers

Resell Vhummer long distance services in your local market. As a reseller you will be able to purchase VHummer minutes at a discounted rate and sell them at rates which you control.

Please fill out the form below and a representative from VHummer.com will reply within 48 hours.

	Company Information

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Reselling Information
Target reselling area:
Anticipated monthly sales:	USD
Reselling type:	Resale VHummer Credit
	VoIP Provisioning based on VHummer

Additional Information
	Why do you think you will be a successful VHummer reseller?

	How did you learn about VHummer?

	How long have you been using VHummer Internet phone service?

	What is your experience and comments with VHummer?

	Reseller Agreement This Agreement is made and entered into effect as of date of approval of your reseller application (the "Effective Date") BETWEEN: Softroute Corporation 155 Commerce Valley Drive East Thornhill, Ontario, Canada L3T 7T2 Canada ("Provider") AND: You ("Reseller") WHEREAS: 1. "Provider" provides Voice of Internet Protocol ("VoIP") telephony and related services and products; 2. Reseller is a provider of VoIP telephony and related services and products to Subscribers, as defined hereafter; 3. Provider wishes to provide to Reseller and Reseller wishes to acquire from Provider VoIP related services and products from time to time for the purpose of providing them to Reseller's existing and future clients. NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties covenant and agree with each other as follows: Article 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this agreement unless the context otherwise requires: "Agreement" means this agreement; "API" means Application Programming Interface which system will allow Reseller an automated portal from Reseller's website to Provider's website. Reseller clients will interface directly with the reseller's site and link through to the network, registration, billing and administration services of the provider. Resellers may permit its clients download of a generic softphone from their web site; "Confidential Information" means all information which Reseller will have access to or come into possession of which is confidential and proprietary to Provider and which is either declared to be confidential or which the Reseller should know, acting reasonably, is confidential or proprietary in nature and includes, but is not limited to, the nature or character or terms and pricing for the Products and Services, any information disclosed by any third party which the third party is obligated to treat as confidential or proprietary to Provider, trade secrets, know-how, processes, standards, product specifications, marketing plans and techniques, cost and financial pricing figures, all client or customer information (including without limitation their names, financial information, address or telephone number), all systems software applications, all software/systems source and object code, data, documentation, program files, flow charts, and all operational procedures; "Effective Date" means the date of commencement of this Agreement which shall be the date upon which reseller's application has been approved by the provider; "Products" means software, tools, websites and services provided by Softroute or any of its authorized third parties; "Provider" shall mean Provider and its affiliates, employees, directors, officers, servants, agents and any other service provider that furnishes services, devices or equipment to it in connection with this Agreement or the Service or the Products; "Party" means either Provider or Reseller as is appropriate in context and "Parties" means both or either of Provider and Reseller as is appropriate in context; "Service" means the VoIP services as listed in Schedule "A" attached hereto; "Subscriber" means a client of Reseller who is a consumer of the Services as provided by Provider and sold by Reseller. 1.2 Currency All references to currency, unless otherwise specified, are to be in lawful currency of the United States. 1.3 Schedules Schedule "A" forms part of this Agreement. Whenever any provision of Schedule "A" to this Agreement conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall prevail. 1.4 Usage In this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular shall include the plural and vice versa; and words importing gender shall include masculine, feminine and neuter genders. 1.5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties expressly disclaim the application of the United Nations' Uniform Convention for the Sale of Goods to this Agreement. Article 2 RELATIONSHIP OF THE PARTIES 2.1 Non-Exclusive Reseller Subject to the terms and conditions of this Agreement, Provider hereby appoints Reseller as a non-exclusive authorized reseller of the Services and Products to Subscribers of the Reseller who are granted a license to use the Service or Products, as applicable. 2.2 Independent Contractors (a) The Parties to this Agreement are and shall remain independent contractors. This Agreement does not and shall not be construed to create a partnership, joint venture, agency or any other business relationship which would authorize either Party to act on behalf of the other or to have any authority to create any liability or obligations on behalf of or in the name of the other. Each of the Parties is and will remain completely independent of the other. (b) Subject to the terms of Article 9, Reseller may indicate to the public that it is an authorized seller of Provider Services. Provider hereby grants to Reseller a non-exclusive, revocable license to advertise Products and Services under Provider trademarks, logos, and symbols as provided for in this Agreement, but under no circumstances shall it represent itself to be an associate, franchisee, representative, servant or agent of Provider. Article 3 RESELLER RIGHTS AND OBLIGATIONS 3.1 Initial Activation Fee Upon execution of this Agreement, Reseller shall pay to Provider a set-up fee of as set out in Schedule "A". 3.2 Marketing and Sales (a) Reseller shall be responsible for promoting, marketing and selling those Products and Services it offers for sale or distribution and it shall use its reasonable best efforts to do so; (b) Reseller may market and sell the Products and Services as being Reseller services or as Provider services being provided by Reseller. 3.3 Business Expenses Reseller shall be responsible for all expenses it incurs from its business activities associated with the marketing, promotion, sale and support of the Services. 3.4 Pricing Structure & Levels Reseller shall, in its sole discretion, set the prices it charges for the Products and Services it sells or distributes and the manner, if any, in which it combines them. Reseller shall pay to Provider the license and other fees set out at Schedule "A". Products and Services will be provided by Provider to Reseller on a prepaid basis only. 3.5 Terms of Service/Privacy Policy Reseller shall (i) include the then current unedited version of Softroute's Terms of Service and Privacy Policy in all distributions of the Services and Products including but not limited to the Softroute softphone and/or Vbuzzer Messenger; and (ii) obtain from each Subscriber, prior to the implementation of the Service or shipment of the Products an executed end-user license in the then current form authorized and available from Supplier. Reseller has and shall execute no authority to make statements or representations concerning the Products or Services that exceed or are inconsistent with the marketing materials and technical specifications provided to Reseller by the Provider. 3.6 Subscriber Support Reseller shall assist Subscribers with the installation of the Products on compatible Subscriber systems and maintain a first line of response, and support function. 3.7 Government Authorizations (a) Reseller shall obtain and maintain in good standing all licenses, permits and other governmental approvals and authorizations required under all applicable federal, provincial and state laws in connection with implementation of this Agreement and the sale of Products and Services, including without limitation, business licenses, import licenses and foreign exchange permits. (b) Reseller will be fully compliant with all regulatory and legal regimes in their jurisdictions of operation. 3.8 Notification of Infringement Reseller shall notify Provider immediately of any actual, suspected or alleged infringement of Provider trademarks or copyrights that it becomes aware of. 3.9 Prohibition Against Sub-Resellers Reseller shall not, without the prior written consent of the Provider (which consent may be unreasonably withheld), transfer any rights granted hereunder to any other entity, person, firm or corporation. Article 4 PROVIDER RESPONSIBILITIES 4.1 APIs, Provider VoIP network Provider shall provide to Reseller: (a) access to Provider's APIs, which will allow Reseller's website to interact with Provider's operational engines and database infrastructure, along with supporting documentation. (b) access to Provider's International VoIP network. Article 5 SERVICES 5.1 Available Services Provider shall make available to Reseller as of the Effective Date those Products and Services listed in Schedule "A" at the prices as also set out therein. 5.2 Currency of Prices For Services The prices set out in Schedule "A" for Services and termination are for Products and Services and long distance termination and are subject to change in Providers sole discretion in accordance with Section 5.6 below. 5.3 Change to Services Provider reserves the right to, at its sole discretion, to add, delete or modify any of the Products or Services from time to time. 5.4 Long Distance Termination Provider may, at its sole and absolute discretion, provide long distance termination through one or more termination partners. Provider shall have the right, at its sole discretion, to reroute the communication traffic originating from Reseller or Subscribers between Provider's different termination partners. 5.5 411, 611, LNP, E911 and 911 Services None of these services are provided by Provider to Reseller. Reseller shall be solely responsible for regulatory compliance with 411, 611, LNP, E911 and 911 type services. 5.6 Prices (a) The prices charged by Provider to Reseller for each of the Products or Services (the "Service Prices") shall be as listed in Schedule "A". (b) Provider will notify Reseller at least 30 days in advance of any price changes. (c) Prices for long distance termination are defined in Schedule "A". 5.7 Billing For Services (a) Services are prepaid unless otherwise specified. In particular, Resellers shall deposit pre-paid amounts for Products and Services to their master account and then move amounts from their master account to Subscriber accounts. (b) Collection of Subscriber accounts receivable and remaining balances in Reseller's or Subscriber's accounts are the sole responsibility of the Reseller. Reseller shall be responsible for al client balances and deposits. Reseller and Subscriber accounts shall be subject to a monthly admin fee for unused balances after 120 days as set out in Schedule "A". Article 6 LIMITATION OF REMEDIES AND LIABILITY 6.1 No Warranty Provider makes no express or implied warranty regarding the Service or Products or the installation of same and disclaims any implied warranty including any warranties of merchantability and or fitness for a particular purpose. Provider does not warrant that the Service or Products will function without failure, delay, interruption, error, degradation of voice quality or loss of content, data or information. The provisions of this section shall be applied to the fullest extent of the law, but if any portion or aspect of this section is determined to be unlawful, this section shall be construed to limit liability against Provider to the fullest extent possible under the law. 6.2 Reseller's Exclusive Remedies Reseller's sole and exclusive remedies concerning Provider's performance or non-performance in any matter related to this Agreement or the provisioning of the Services or Products are limited to those expressly stated in this Agreement. 6.3 Limitation of Provider Liability (a) Provider shall have no liability to Reseller, whether in contract, tort (including negligence), strict liability or otherwise, for any special, indirect or consequential damages or for lost profits, in any matter related to this Agreement, including but not limited to any delay or failure by Provider to furnish, deliver or provide Products or Services. (b) If Provider is determined to have any liability in any matter related to Services, such liability shall be limited to the fee or fees paid by Reseller for the Service with respect to which the liability relates in the month or months in which the event giving rise to the liability occurred. 6.4 Reseller's Indemnity Reseller agrees to indemnify Provider against all losses, claims, demands and actions arising out of Reseller's activities or performance under this Agreement or any breach of Reseller's obligations hereunder. Reseller agrees to indemnify Provider and save it harmless from any claim made against it, directly or indirectly, by a Subscriber or resulting from: (i) any warranty, express or implied, promise or commitment that Reseller may have made in respect of the Products or Services, whether on Reseller's behalf or purportedly on Provider's behalf in violation of this Agreement; or (ii) from any breach by Reseller or Reseller's employees, agents or servants with respect to Reseller's obligations under this Agreement. 6.5 Limitation of Privacy The Services utilize, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Provider shall not be liable to Reseller for any loss or damages caused by or related to a loss of information or lack of privacy which may be experienced as a result of use of the Services. Article 7 USE OF NAME, LOGOS, TRADEMARKS, LICENSED MATERIALS AND CONFIDENTIALITY 7.1 News Releases Neither Party will use the name of the other in any news release, public announcement, advertisement or other form of publicity, without the prior written consent of the other Party. 7.2 Ownership and Use of Provider Products and Trade Marks (a) Reseller acknowledges Provider's exclusive ownership of the Products, Provider name and logo as well as all other registered and unregistered trademarks and trade names which Provider uses in connection with the Products and Services (the "Trademarked Material") and agrees that Reseller will not acquire any interest in any of the Trademarked Material by virtue of this Agreement or anything done pursuant to it. Reseller agrees not to remove, alter, cover or obscure any copyright, patent, trademark or other proprietary rights notice on or made in relation to the Products or Trademarked Material; (b) While this Agreement is in effect, Reseller may indicate to the public its status of being an authorized seller of the Provider Products and Services; (c) Reseller will not adopt or use any of the Trademarked Material, in whole or in part, or any confusingly similar word or symbol, as part of Reseller's name or, to the extent Reseller has knowledge of such use and the power to prevent such use, allow others to use the Trademarked Material; (d) Nothing in this Agreement contains any transfer to Reseller of any Trademarked Material or other proprietary rights; (e) Reseller acknowledges and agrees that the Products are owned by and proprietary to the Provider and embody valuable copyrights and trade secrets of the Provider. Reseller shall not attempt to reverse engineer, decompile or disassemble such programs. Reseller shall protect the Products from unauthorized access, copying, dissemination, disclosure or decompilation or other unauthorized use; (f) The Provider shall own all additions, modifications, changes, or other derivative works for the Products prepared by the Reseller and Reseller hereby agrees to assign to the Company the same. 7.3 Review and Approval of Uses Provider shall have the right to prior review of any use by Reseller of the Trademarked Material and to approve or disapprove such use, at its absolute discretion. 7.4 Confidential Information The Reseller agrees that all Confidential Information is the property of Provider and shall remain so and that the disclosure of any Confidential Information would be highly detrimental to the best interests of Provider and could severely damage the economic interests of Provider. Reseller shall not, either during or after the expiry of this Agreement, make any unauthorized use or disclosure of any Confidential Information. Reseller will hold in strictest confidence, and will take all necessary precautions against unauthorized disclosure of, and will not use or disclose to any person, firm or corporation, without the written authorization of Provider, any of the Confidential Information. Article 8 TERM AND TERMINATION 8.1 Term of the Agreement You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Reseller Program to partners2@softroute.net. This Agreement will be deemed terminated within ten (10) business days of Provider's receipt of Your notice. The Provider may investigate any activity that may violate this Agreement. Provider may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of of the Program for any reason. In addition, Provider reserves the right to terminate without notice any account that has not generated sufficient revenue for a period of two (2) months or more. Upon termination of this Agreement for any reason, Articles 3, 6, shall survive termination. 8.2 Termination for Default Either Party may terminate this Agreement, effective immediately, if the other commits a material breach of it, commits any material fraudulent act in performing any of its obligations or makes any material misrepresentation to the other or commits an act of malfeasance or misfeasance in the performance of its or his duties or is unable or unwilling to perform its obligations and duties under this Agreement which circumstances will include, but not be limited to: (a) If a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any of its assets; or (b) If it files for relief under any applicable bankruptcy laws. 8.3 Obligations Upon Termination Upon expiration or termination of this Agreement: (a) Reseller shall immediately: (i) stop representing itself as a seller of the Products and Services and cease marketing and selling the Products and Services; (ii) discontinue using the Trademarked Materials; and (iii) return to Provider all Confidential Information, Provider sales and technical materials and other Provider literature; (b) Provider shall deliver pending orders per the terms of such orders; and (c) All amounts due from each party to the other shall become immediately due and payable. 8.4 Subscribers If this Agreement is terminated by Provider pursuant to Section 8.2, provider shall have the right to contact Subscribers or provide the Subscriber's records to third parties so that they may contact Subscribers directly for the purpose of soliciting such Subscribers to become subscribers of Provider, an affiliate thereof or of a third party. Article 9 EXCLUSION FROM TERRITORIES 9.1 Right to Exclude Provider reserves the right to grant to any other person an exclusive territory (the "Territory") for the marketing, sales and distribution of the Services and, from that date which is 30 days after the date upon which Provider delivers notice in writing to Reseller of such grant of exclusivity over a Territory (the "Exclusion Date"), Reseller shall not sell, distribute or market the Services within the Territories. However, Reseller shall be entitled to continue to sell the Services to any Subscriber resident within the Territory who became a Subscriber prior to the Exclusion Date. Article 10 MISCELLANEOUS 10.1 No Waiver The failure by either Party to enforce or take advantage of any of the provisions of this Agreement shall not constitute nor be construed as a waiver of such provisions or of the right subsequently to enforce or take advantage of each and every such provision. 10.2 Default If either of the Parties should be in default (the "Defaulting Party") of any obligation or requirement under this Agreement, the Party affected may give written notice to the Defaulting Party specifying the default and, upon doing so, will give the Defaulting Party a grace period of 30 days (the "Grace Period") to cure such default or to take such reasonable steps to cure without undue delay such default prior to seeking any remedy it may have on account of such default. The Defaulting Party shall lose no rights under this Agreement if it cures the stated default within the Grace Period. 10.3 Disputes The Parties shall discuss any problems respecting performance under this Agreement and negotiate in good faith to resolve any dispute. If such dispute cannot be resolved by good faith negotiations between the Parties then, prior to the commencement of any formal legal proceedings, the Parties shall be required to finally settle such dispute by arbitration before one (1) single arbitrator mutually appointed by Reseller and the Provider, acting reasonably, and conducted expeditiously in accordance with the Arbitration Act, 1991 (Ontario) (as amended). The costs of such arbitration shall be determined by the arbitrator. 10.4 Notices Any formal notice between the Parties hereto will be in writing and may be delivered by any method, including email, provided receipt is acknowledge by the receiving party or it may be either personally delivered or sent by facsimile or by registered mail to the appropriate party at the address noted for that party on the first page of this Agreement, or such other address as may be designated by a party in a written notice sent to the other party in accordance with this paragraph. Any notice or other communication sent by registered mail will be effective seven calendar days from the day that it was sent, or if by any other method in accordance with this paragraph, the day following its receipt. 10.5 Assignment Neither party may assign this Agreement without the prior written consent of the other. However, Reseller agrees that Provider may assign this entire Agreement to an affiliate or sell, transfer or assign any account receivable under it to a financing institution to enforce the Provider's rights to receive payment from Reseller. This Agreement will be binding upon any authorized assignee or successor of Reseller or Provider. 10.6 Compliance with Law Each of the Parties agrees to comply with all applicable laws, rules and regulations of the jurisdictions in which it operates and to do nothing to cause the other to violate the law, rules and regulations of those jurisdictions. If this Agreement or the performance hereof, is determined to be contrary of the laws, rules or regulations of the Territory or of Canada, this Agreement will automatically terminate subject the terms of Termination outlined in this Agreement. Article 11 GENERAL 11.1 Entire Agreement This Agreement and all documents contemplated by or delivered under or in connection with this Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, express or implied, statutory or otherwise. 11.2 Amendment Subject to the provisions of Sections 5.2, and 5.3, no amendment, supplement, restatement or termination of any provision of this Agreement is binding upon the Parties hereto unless it is in writing and signed by an authorized representative of each Party to this Agreement at the time of the amendment, supplement, restatement or termination. 11.3 Severability If any provision or any portion of any provision of this Agreement shall be held unlawful or unenforceable, the balance of such provision and all other provisions hereof shall nonetheless in all respects remain binding and effective and shall be construed in full force and effect to the extent lawfully permissible. 11.4 Enurement This Agreement enures to the benefit of and binds the Parties and their respective heirs, executors, administrators, successors and permitted assigns. SOFTROUTE CORPORATION September 2006
I have read and agreed to Term of Service