Onyx Graphics (ONYX) has developed a subscription license option for its End Users licenses for the Software and desires Reseller to promote and market the Software subscription licenses to potential End Users. In order to compensate Reseller for marketing and promoting Subscription Licenses to its End User customers and potential customers, and for supporting such End Users, ONYX has implemented a Credit program for Subscription License sales by Reseller, as described herein (the “Subscription Program”).

Subscription Program.

• Subscription Licenses. ONYX is offering month-to-month End User subscription licenses for the Software (“Subscription Licenses”), with automatic renewal on a monthly basis, until terminated by either ONYX or the End User. End Users will purchase such Subscription Licenses directly from ONYX and will make the monthly license fee payments directly to ONYX.
• Revenue Qualification.  Reseller must qualify for the Credit by meeting a $5,000 annual revenue from sales of all products and services. If Reseller fails to achieve the applicable revenue targer, ONYX may terminate this program.

• Minimum Orders Qualification.  Each month, five recurring End User subscription licenses need to occur for the Reseller to qualify for the quarterly Credit. If Reseller fails to achieve the minimum orders, ONYX may terminate this program.
• Net Revenue. ONYX’s gross receipts from sales of Subscription Licenses to End Users, net of returns, canceled sales, credits, discounts, and allowances to the End User, excluding taxes, duties, and service fees.
• Software. ONYX’s digital printing software products. Software is provided only in executable code form and includes all patches, updates, or other modified versions of such Software provided by ONYX to Reseller.
• Pricing. ONYX has the sole discretion to set and modify its prices for Subscription Licenses.
• End User. This means an end-user customer to which Reseller sells Software licenses or, in the case of Software subscription licenses, where Reseller is properly designated by the End User as its Reseller.
• End User Support. Reseller will be responsible for providing first-line technical support to End Users who purchase Subscription Licenses for which a Credit is paid to Reseller, pursuant to the support terms set forth in the Reseller Agreement.

Credit. 

• Reseller will be provided a 20% credit in the form of an ONYX credit memo (the “Credit”) for the Net Revenue received by ONYX from the Reseller’s generation of sales of Subscription Licenses to End Users. who meet the qualifications set forth in Sections 1.2 and 1.3. ONYX will issue applicable Credits to the Reseller on a quarterly basis, within sixty (60) days of the end of each calendar quarter. Unused Credit memos will expire after six months from the issue date.
• ONYX will provide Reseller with unique URLs for Reseller to provide to its End User customers to purchase subscription licenses from ONYX, or ONYX may in its discretion provide alternate or additional methods by which End Users may identify Reseller as their sales lead.
• Reseller will be entitled to receive the Credit only for completed sales to End Users who use ONYX’s authorized sales tracking method(s) to identify Reseller as their sales lead. If an End User purchases a Subscription License by going directly to www.onyxgfx.com, the order will be considered direct business of ONYX and will not be eligible for the Credit, since that End User will have no reseller of record on file with ONYX. 
• ONYX may withhold Credits to apply against overdue balances and unearned Credits or discounts.
• Reseller is solely responsible for any applicable taxes on its receipt of Credits.

Termination or Modification of Subscription Program.

ONYX has the right to modify or terminate the Subscription Program at will, effective upon notice to Reseller. Modifications may include adjustments to the Credit percentage. Reseller may also withdraw from the Subscription Program and terminate upon notice to ONYX. This program will also automatically terminate upon termination of the Reseller Agreement. In the event this program is terminated for any reason, ONYX will issue the Credit on the Net Revenues received by ONYX prior to the date of termination.