VENDOR AGREEMENT

Please Print, Sign, Mail, or Fax (1-602-577-2181) this document to the address below:

This Sales Agreement (this "Agreement") is made effective upon receipt of this signed agreement between ProForce Software Corporation of 16734 La Montana Drive Ste. #103 Fountain Hills Arizona 85268 USA, and vendor listed below. In the Agreement, the party who is granting the right to sell the licensed property will be referred to as "the Publisher", and the party who is receiving the right to sell the licensed property will be referred to as "Vendor". The parties agree as follows:

1. GRANT OF LICENSE. Subject to the terms of the Agreement,the Publisher grants Vendor a limited, revocable, nontransferable, nonexclusive license to use the to market and sell the Publishers software archive ("Software"). The Publisher retains title and ownership of the Software. Vendor shall not reproduce, store, modify, publish, transmit, distribute, perform, display, market, modify, translate, reverse engineer, decompile, disassemble, rent, lease, grant a security interest in or otherwise transfer or participate in the transfer or sale of, create derivative works based on, remove or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from, or in any way exploit, any Software or web site, Content, Products, or Services in whole or in part except as expressly permitted under the Agreement; provided, however, that a Vendor may make copies of the ProForce software, web pages in a computer server system when providing a consumer storefront site for selling ProForce software, and for its own internal use in maintaining the same.

2. OWNERSHIP. The Publisher warrants that it owns and possesses all rights and interests in the Software necessary to enter into this Agreement, and shall indemnify, defend and hold Vendor, its agents and employees, harmless from any loss, damage or liability for infringement of any US patent right or copyright or other property right with respect to the use of the Software delivered thereunder; provided, that Vendor permits the Publisher to defend, compromise, or settle said claim or infringement and gives the Publisher all available information, assistance and authority to enable the Publisher to do so.

3. SETUP FEES. Vendor will forward to Publisher an initial setup fee of $125.00 when this software agreement is submitted.

4. ACCEPTANCE. By submission of Software Vendor agreement via this web site, fax, or mail, the Vendor agrees to the terms and conditions set forth herein, including all subsequent software programs available at a later date.

5. PAYMENT FOR THE SOFTWARE. Vendor will market, sell and collect the most current retail purchase price for said Software through it's online storefront. Vendor will execute a daily sales report, and forward it to Publisher. Publisher will ship sale reported products directly to retail purchasers, in a timely fashion. At the end of each month, that month's sales will be tallied by Publisher, and a bill will be submitted to Vendor at the wholesale discount of 35% off retail. Payment shall be made to the Publisher at the agreed rate for each copy sold. Payment shall be mailed to the Publisher within 10 days of the first of the month in which the billing statement is sent. With each bill, Publisher will submit to The Vendor a printed or electronic report of the shipments for that month.

6. RECORDS. Vendor shall keep accurate records regarding the quantities of the Software that are sold. A written or electronic report of the quantity of shipments shall be provided with the monthly statement, by Publisher. Individual shipment and sales information from each retail sale is to be provided the same day, to the Publisher for shipment purposes. The Vendor is NOT to redistribute this information to any third party for any purposes whatsoever.

7. MODIFICATIONS. Unless the prior written consent of The Publisher is obtained, Vendor may not modify, duplicate, or change the Software in any manner.

8. REFUNDS. Refunds will only be issued for defective products. The purchaser is required to return software in new condition to Publisher, by certified postal service within the first 30 days of the purchase. When a purchaser requests a refund, Vendor will first contact the Publisher by e-mail with the refund request information to allow the Publisher the opportunity to resolve the issues directly with the purchaser. Vendor shall never l issue a refund unless a) instructed to do so by the Publisher within the first 30 days of the purchase or b) the customer is not satisfied with the publisher's response AND submits a signed "Letter of Software Intellectual Property Destruction" received at Vendor's offices within 30 days of the purchase date. An amount equal to the original purchase will be debited from the Publisher's account to cover the refund cost.

9. SUPPORT. Vendor's responsibility for customer support ends with the successful delivery of the software package to the customer. Vendor will not be responsible for providing technical support to purchasers of the Software and shall refer all such inquiries to the Publisher.

10. DEFAULTS. If Vendor fails to abide by the obligations of this Agreement, The Publisher shall have the option to cancel this Agreement by providing 30 day(s) written notice to Vendor.

11. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.

12. WARRANTIES. Vendor does not make any warranties with respect to the use, sale or other transfer of the Software. Vendor shall take reasonable measures to ensure that no warranty misrepresentations are made.

13. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

14. TERMINATION. The term of the Agreement shall commence on the date that the Agreement is signed, delivered, and accepted by both parties. ProForce shall have the right to terminate the Agreement, without prior notice or liability, if Vendor breaches any term, condition, rule or policy of the Agreement, does not maintain and keep current the Vendor Site or cease to provide consumer credit card Service(s), or fails to comply with any applicable law. Vendor may terminate the Agreement at any time by providing ProForce with written notice of its intent to terminate. Upon termination of the Agreement, Vendor's right to use the ProForce Services and to provide Vendor storefront Site shall immediately cease and Vendor acknowledges and agrees that Vendor shall delete all ProForce materials from all computers, Internet servers, and storage devices. Vendor agrees that upon termination of the agreement Vendor will: (1) pay any and all outstanding fees and payments due to ProForce in full within thirty (30) days after termination; (2) perform its obligations under all outstanding sales or purchases; and (3) not disclose any information that ProForce has designated as confidential. All warranty disclaimers, waivers of liability, indemnification provisions and the miscellaneous provisions herein shall survive the termination of the Agreement.

15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. Vendor reserves the right to refuse to include the any single Software product in the Virtual Software Store for any reason Vendor deems the software to be unsuitable.

16. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

17. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18. WAIVER OF CONTRACTUAL RIGHT. 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.

19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Minnesota.

20. ASSIGNMENT. Vendor shall not assign (including without limitation, any assignment by operation of law), transfer, or sub-license any right under the Agreement (or delegate any obligation under the Agreement) (collectively, "Assign") without the prior consent of ProForce, which consent shall not be unreasonably withheld, and any attempt to do so shall be void and without effect. Vendor hereby gives its consent for ProForce to Assign the Agreement at ProForce's discretion.

21. LIMITATION OF LIABILITY. Vendor shall not be liable for any direct, indirect, special, incidental or consequential damages, whether based on contract, tort or any other legal theory, arising out of any use of the Software or any performance of this Agreement. Notwithstanding any other provision of this Agreement, Vendor's liabilities under this Agreement, whether under contract law, tort law, warranty or otherwise, shall be limited to direct damages not to exceed the amounts actually received by Vendor from the Publisher pursuant to this Agreement. No action, regardless of form, arising out of any transaction under this Agreement may be brought by either party more than one year after the injured party has actual knowledge of the occurrence which gives rise to the cause of such action.

SIGNED:
ProForce Software Corporation

Vendor Partner


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