Reseller represents and warrants that Reseller shall not directly or indirectly resell, promote, market, or otherwise distribute the Software to any of Reseller’s affiliates or subsidiaries, and that all transactions with End Users shall be bona fide arm’s length transactions, which are subject to Movatic’s audit rights and review, in its sole reasonable discretion. For purposes of this Exhibit, an “affiliate” means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with Reseller, including without limitation, any service corporation of the Reseller, and a “subsidiary” means (a) any corporation, 50% or more of the outstanding voting stock of which is owned by Reseller or by one or more subsidiaries of Reseller, or (b) any other entity or enterprise, 50% or more of the equity or the voting control of which shall be owned by Reseller or by one or more subsidiaries of Reseller, with ownership or control to be determined at the relevant time by Reseller’s management.