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Distribution Agreements

In accordance with this Agreement, the DEVELOPER grants DISTRIBUTOR a worldwide, non-exclusive

license to resell the submitted PROGRAM(S) pursuant to this Agreement.

Rights and Responsibilities of DEVELOPER

1. Pricing. DEVELOPER shall have the right to set the price at which PRODUCT(S) can be sold

through DISTRIBUTOR.

2. Order Fulfillment. DEVELOPER has the responsibility of assisting DISTRIBUTOR in the timely

fulfillment of order(s).

Rights and Responsibilities of DISTRIBUTOR

1. Records: DISTRIBUTOR will present accurate records of all sales of DEVELOPER PRODUCT(S) to

DEVELOPER no more than 24 hours after monies have been collected for PRODUCT(S).

2. Payments. DISTRIBUTOR will remit to DEVELOPER the US Dollar price of PRODUCT(S) less posted

commissions and fees for all PRODUCT(S) sold by DISTRIBUTOR. For PRODUCT(S) denominated in other

than US Dollars the US Dollar price shall be the determined by the posted conversion rate in the

Developer`s Account at the time of sale.

3. Commission Rate. The DISTRIBUTOR?S) commission rate will be determined by the greater of the

percentage posted in the developer`s Account at the time of sale or $3.00. The DISTRIBUTOR can

change commission rates with 30 days notice to DEVELOPER.

4. Remittance in non US Dollars. The DEVELOPER may choose to have DISTRIBUTOR remit payments in

other than US Dollars. The DISTRIBUTOR扴 obligations are fulfilled under this agreement once the

DISTRIBUTOR remits the total monies received after conversion of the US Dollar payment into the

desired currency of the DEVELOPER.

5. Payment Timing. Payment will be made on the first business day following the 14th for the

previous month`s sales unless otherwise noted in this agreement.

6. Refunds. In the event of a refund DISTRIBUTOR will credit no more than the purchase price in

the currency of purchase to the end user. The DISTRIBUTOR will then deduct the full US Dollar

purchase price less DISTRIBUTOR commissions from the DEVELOPER`s account. DISTRIBUTOR has the

right to refund any fraudulent or other order that the DISTRIBUTOR has reason to believe will

result in a chargeback of the purchase. DISTRIBUTOR reserves the right to make the final decision

in regards to refunds.

7. Chargebacks. DISTRIBUTOR will deduct the full US Dollar purchase price less DISTRIBUTOR

commissions from the DEVELOPER`s account in the event of a chargeback.

8. Chargeback Reserve. DISTRIBUTOR will have the right to hold funds sufficient to cover

chargebacks for no more than 90 days in the event of termination.

9. Product Listing. DISTRIBUTOR may refuse to resell any PRODUCT(S) at DISTRIBUTOR`s discretion.

10. Right to Market. DISTRIBUTOR has the right to distribute PRODUCT(S)) and to use DEVELOPER扴

company and PRODUCT?S) names, logos, and images for marketing purposes. This right shall extend

beyond the termination of this agreement for a reasonable time to allow DISTRIBUTOR to remove

references in existing and in-process marketing material of DEVELOPER`s PRODUCT(S) and company.

Termination

The DEVELOPER can terminate this agreement at any time by sending notice to DISTRIBUTOR and

removing PRODUCT(S) through the administrative interfaces provided by DISTRIBUTOR to DEVELOPER.

The DISTRIBUTOR can terminate this agreement at any time by disabling the sale of PRODUCT(S) and

removing DEVELOPER`s login to the administrative interfaces provided by DISTRIBUTOR to DEVELOPER.

Notification

DISTRIBUTOR will be considered to have sent notice under this agreement by either of:

1. Sending email to the DEVELOPER`s email address on record.
2. Sending postal mail to DEVELOPER`s postal address on record.
3. Verbally notifying DEVELOPER by phone.

DEVELOPER will be considered to have sent notice under this agreement by either of:

1. Sending an email to DISTRIBUTOR`s posted email address.
2. Sending postal mail to DISTRIBUTOR`s posted postal address.

Amendment

DISTRIBUTOR reserves the right to amend this contract in full or in part. Notice will be given a

minimum of 30 days prior to the amended contract taking effect. A DEVELOPER will be considered to

have accepted the modified agreement if the DEVELOPER has not terminated the relationship with

DISTRIBUTOR within the notification period.

Warranties/Limitation of Liability

DISTRIBUTOR warrants that it shall not modify Program(s) or any portion thereof without Owner`s

prior consent. DISTRIBUTOR hereby acknowledges that DEVELOPER is the owner, and shall have all

right, title, and interest to the Program, including all copyrights and all other intellectual

property rights relating to it unless otherwise noted in this agreement (see Rights and

Responsibilities of DISTRIBUTOR, Right to Market).

DISTRIBUTOR does not make any warranties with respect to the use, sale, or other transfer of the

Program(s). In no event will the DISTRIBUTOR be liable for direct, indirect, special, incidental,

or consequential damages, that are in any way related to the Program(s). DISTRIBUTOR assumes no

liability for disruptions of its website portal or administrative interface for any reason,

including, but not limited to, vandalism, theft, phone service outages, Internet disruptions,

extreme or severe weather conditions or any other causes in the nature of "Acts of God" or force

majeure.

DEVELOPER warrants that it is sole and exclusive owner of all right, title, and interest in the

program(s)(s), including any intellectual property interests; DEVELOPER further warrants that

DISTRIBUTOR`s performance under this Agreement does not infringe upon the intellectual property

rights of any third party; DEVELOPER warrants that the Program(s) do not violate and are in

compliance with all applicable laws, rules, regulations and other obligations and restrictions

imposed by governmental bodies and covenants that DEVELOPER shall at all times refrain from

engaging in any illegal, unfair or deceptive trade practices; DEVELOPER further warrants that it

has the right and power to enter into this Agreement and that there are no other agreements with

any party in conflict with such grant. DEVELOPER further warrants Program(s) to be free of

defects in material and in workmanship and that it will enter into an agreement with each of its

paying customers expressly disclaiming all express and implied warranties to customers, expressly

limiting such party`s damages for any reason to the purchase price paid for the Program(s) by the

customer only, and with full indemnity from each customer to such party against any illegal or

injurious activities by such customer through use of PRODUCT(S).

Both parties further warrant that all marketing activities conform to all applicable laws and

common internet standards regarding the usage of email and other internet protocols.

Indemnity

DEVELOPER hereby agrees to hold harmless and indemnify DISTRIBUTOR and its officers, directors,

partners, affiliates, agents, and controlling persons from and against all claims, actions,

proceedings, judgments, losses, liabilities, costs and expenses (including reasonable attorney

fees) arising from (1) DEVELOPER`s incorrect maintenance or compilation of data, copyright,

trademark, service mark, or patent or other proprietary right infringement, action or omission;

(2) any breach or alleged breach by DEVELOPER of any of its representations, warranties or

covenants in this Agreement; or (3) the content, quality or performance of the PROGRAM(S) or any

warranty, return, support, maintenance of other obligations related to the PROGRAM(S).

DISTRIBUTOR hereby agrees to hold harmless and indemnify DEVELOPER and its officers, directors,

partners, and controlling persons from and against all claims, actions, proceedings, judgments,

losses, liabilities, costs and expenses (including reasonable attorney fees) arising from any

breach or alleged breach by DISTRIBUTOR of any of its representations, warranties or covenants in

this Agreement.

Assignment

Either party may assign any right, duty, or obligation under this Agreement, without the prior

approval of the other party, to any parent, affiliate, or subsidiary of the party, or to any

successor of all or substantially all of its business and assets, whether by merger,

consolidation, sale of all or substantially all of the assets of the party, or otherwise. The

terms and conditions of this Agreement shall inure to the benefit of and be binding upon the

respective successors and assigns of the parties.

Severability

Should any provision of this Agreement (License) become unenforceable, the remaining provisions

shall continue in effect as though the unenforceable provisions had been deleted.

Applicable Law

This Agreement (License) shall be construed under and in accordance with the laws of the Untied

States and the State of Utah.

Forum

Claims arising out of this Agreement (License) that cannot be resolved by the parties shall be

submitted to arbitration in the United State of America within State of Utah under the rules and

regulations of the American Arbitration Association. Either party may invoke arbitration by 30

days written notice to the other party. The judgment may be enforced by a court of law.

Language

For the purposes of interpretation, the English language version of this contract controls. Any

party translating this contract into a foreign language assumes the risk that the translated

contract may not accurately convey the meaning of this contract or any section of it. Time is of

the essence in this Agreement.

Waiver of rights

The failure of either party to enforce any provision of this Agreement shall not be construed as

a waiver or limitation of that party`s right to subsequently enforce and compel strict compliance

with every provision of this Agreement.