REGNOW PUBLISHER AGREEMENT PLEASE READ THIS ENTIRE REGNOW PUBLISHER AGREEMENT (THE "AGREEMENT") CAREFULLY, AS IT FORMS A LEGALLY BINDING AGREEMENT BETWEEN THE PERSON, ORGANIZATION OR ENTITY WHO IS LISTED ON THE REGNOW ACCOUNT ACTIVIATION PAGE ("You") AND DR GLOBALDIRECT, INC. D/B/A REGNOW ("RegNow"). Please print a copy of this Agreement for Your records. You must agree to the terms and conditions in this Agreement before RegNow will resell Your Products to End Users through the RegNow Site. Your electronic acceptance of this Agreement constitutes an offer to RegNow. BY ACCEPTING THIS AGREEMENT BELOW, THE PERSON ELECTRONICALLY ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE/SHE HAS THE AUTHORITY TO BIND YOU TO THIS AGREEMENT. The commencement of RegNow's performance of its obligations hereunder shall constitute RegNow's acceptance of this Agreement, and upon commencement of such performance this Agreement shall form a binding agreement between the parties. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You and RegNow agree as follows: 1. DEFINITIONS The following capitalized terms in this Agreement are defined below. Other terms defined in the body of this Agreement will have the meanings given where they are defined. A. "Additional Services" are additional optional value added services offered by RegNow that RegNow may make available to You (in some instances for an additional charge), which may include without limitation (i) delivery of pre-determined license keys or tokens to End Users; (ii) creation of license keys or tokens using criteria and algorithms You have specified to RegNow; (iii) distribution of copies of Your Software to End Users; (iv) advertisements or other promotions through the RegNow Site or other means concerning Your Products; and (v) the RegNow Affiliate Program (as defined below). B. "Discount" means the portion of the Total Sales Price of each Product that RegNow deducts and retains in connection with the sale of a Product by RegNow to an End User in order to calculate the Purchase Price of that Product, equal to the greater of: (a) Six and Nine-Tenths Percent (6.9%) of the Total Sales Price plus One Dollar ($1) per unit of Product in the End User's order, or (b) Two Dollars ($2) per End User order. C. An "End User" means a person, organization or entity that may choose to purchase one or more Products through the RegNow Site. D. "License Right" means the right to install and/or use an item of Software. E. "Product" means the software program and attached data, or online service provided by You, together with the associated License Rights, which You sell to RegNow for resale by RegNow to End Users. You will identify one or more software programs and attached data, or online service(s) provided by You, which are associated with each set of License Rights. F. "Purchase Price" means the purchase price of a Product by RegNow from You, calculated as the Total Sales Price, less Transaction Costs, less the Discount. G. "RegNow Site" means RegNow's Web site, found at www.regnow.com, through which RegNow will be the seller and merchant of record for sales of Products to End Users through a RegNow-provided Web-based commerce site and system, and through which RegNow may provide Additional Services. H. "Site Certification" is defined as a classification for Your Site(s), which may be granted by RegNow if RegNow determines that Your Site(s) do not contain links, redirects or direct traffic of any means to a non-RegNow Affiliate Network supported ecommerce system. I. "Suggested Retail Price" means the price that You input into the RegNow system as the recommended selling price of each Product. For the avoidance of doubt, while You may load suggested retail prices for Products, RegNow is solely responsible for setting the End User retail price at which Products are resold by RegNow. J. "Total Sales Price" means the price paid by an End User (less any applied discounts or coupons) for a completed purchase, including any applicable taxes or shipping, but excluding the selling price of any Optional Offering included in such completed purchase. K. "Transaction Costs" means any taxes, shipping charges, and other fees or costs which are part of the Total Sales Price, all of which shall be retained by RegNow. L. "Your" or "Yours" refer to things that You own, and Your rights or obligations as set forth in this Agreement. M. "Your Site(s)" means one or more online Web sites and/or auction pages You operate to solicit retail sales of Your Products, and which will provide links to the RegNow Site for End Users to engage in retail sales transactions with RegNow. 2. CONDITIONS AND RULES OF USING REGNOW In order to utilize the outsourced e-commerce services offered by RegNow, You must meet and follow the following conditions and rules: A. Your Software must meet or exceed RegNow's product requirements (as determined by RegNow). Through the RegNow administration pages, You must provide RegNow with a complete list of Your Site(s) through which Your Products are sold online, and You must keep this list current. B. All marketing, advertising, and product information must be fully and accurately disclosed on Your Site(s), so that End Users do not need to contact You for additional information prior to sale by RegNow. C. Your Site cannot be used to offer Products for sale specifically to personal acquaintances, such as friends, relatives, co-workers, or for in-person sales. D. End Users must place orders themselves through the RegNow Site. You will not place orders on behalf of End Users, nor allow anyone to place orders on an End User's behalf. E. Suggested Retail Prices and End User retail prices for Your Products must always be provided to RegNow in US Dollars. F. You may not offer any products for sale to RegNow other than Software and/or License Rights (prohibited products include but are not limited to products which are fulfilled physically). G. You must not engage in any unfair or deceptive trade practices and all descriptions of Your Software must be accurate, up to date, and easy to understand. You agree that RegNow may add to or modify these conditions and rules upon notice to You. If You do not meet and follow all of these conditions and rules, You may not enter into this Agreement. If RegNow determines at any time that You or any of Your Products do not meet or follow all of these conditions and rules, or that You are in breach of or noncompliance with any provision of, or Your obligations under, this Agreement, RegNow may immediately suspend sales of Your Products and/or terminate this Agreement without notice to You. 3. GENERAL RIGHTS AND OBLIGATIONS A. Legal Relationship. As a client of RegNow, You will sell Your Products to RegNow, for resale by RegNow to End Users through the RegNow Site as the seller and merchant of record. When an order is placed through the RegNow Site by an End User, You agree to immediately sell the applicable Product to RegNow as set forth in this Agreement in exchange for the Purchase Price, at which time title to the Product will pass from You to RegNow, for subsequent transfer by RegNow to the End User. If necessary in order for RegNow to fulfill the End User's purchase, You will cooperate with RegNow's requests in delivering or providing the Product to the End User (in whatever form You have chosen to use for Your Product). You give RegNow the right to sell Products as described in this Agreement, and a limited right to use Your trademarks in connection with RegNow's sale of Your Products through the RegNow Site. For sales to End Users located in the United States, title to a Product will transfer from RegNow to the End User upon initiation of the download of the Software or provision of the License Right. For sales to End Users located outside of the United States where the transfer originates within the United States, title to a Product will transfer from RegNow to the End User at the time of entry during transit from the United States to the state, territory, province, or country in which the End User is located. With respect to sales of subscription-based Products which gives an End User the right to use a future service, You expressly agree and acknowledge that RegNow is reselling the right to access, use, and/or participate in such future service only and is not the provider of such future service, and You shall be solely responsible for fulfilling such future service as the provider of such service. B. Backup CD Option, Download Insurance Service, and Registration Backup Service. RegNow may, at its option, offer to End Users any combination of (a) its Backup CD Option through which an End User may elect to purchase a copy of the downloaded Product on CD, (b) its Download Insurance Service which provides storage of a purchased Product on RegNow's server for an End User to re-download their purchase for up to two (2) years from the date of purchase, and/or (c) its Registration Backup Service which provides storage of purchased license keys on RegNow's server for an End User to re-download for up to two (2) years from the date of purchase (each, an "Optional Offering"). You will provide RegNow with a copy of Your Software in the event RegNow elects to offer the Backup CD Option or Download Insurance Service to End Users. RegNow may elect to offer one or more of these Optional Offerings to End Users where RegNow sells Your Products to End Users. RegNow shall set and maintain pricing for the Optional Offerings. RegNow will pay You Twenty Percent (20%) of the selling price for every approved order of an Optional Offering sold by RegNow. In the event You interfere with RegNow's offering of one or more of the Optional Offerings, Your account may be suspended or terminated at RegNow's option. C. Additional Services. After You enter into this Agreement, through Your online account interface You will be able to review the Additional Services available to You, and select which if any Additional Services You want RegNow to provide. You will have an opportunity to accept any fees due to You in connection with an Additional Service when choosing to use the Additional Service. RegNow may amend or change the Additional Services RegNow provides at any time upon notice to You, and those changes will be effective for any transactions that take place after the date of the change. If RegNow provides any Additional Services to You, You grant RegNow the right to copy, store and distribute to others, as appropriate for the particular set of Additional Services provided by RegNow, any or all license keys or tokens for Your Products, copies of Your Products in authenticated or un-authenticated form and in electronic form for download distribution and/or in physical form (such as CD-ROM) for physical distribution. You agree to pay RegNow any amounts charged by RegNow in connection with RegNow's provision of such Additional Services as specified through the online account interface. D. RegNow Affiliate Program. You may elect to participate in the RegNow Affiliate Program as an Additional Service, through which other members of the RegNow community may elect to promote Your Software by driving traffic to the RegNow Site for the purchase of Your Products from RegNow, which referral sales will be tracked by RegNow. If You join the RegNow Affiliate Program and affiliates refer sales to the RegNow site for the sale of Your Products, You understand that You (and not RegNow) are agreeing to pay each Affiliate a referral commission on each completed referral sale. When an End User purchases Your Products through the RegNow Site via referral sale, the affiliate associated with that purchase shall be eligible for an affiliate commission, which You agree RegNow may, as Your payment agent, deduct from Your account and pay on Your behalf to the Affiliate RegNow's systems indicates referred the sale to RegNow. You may set the affiliate commission through the provided online account interface on a per-product, per-account and on a per-affiliate basis. If You do not provide an affiliate commission, a default commission of Thirty Percent (30%) will be used. While an affiliate may elect to refer potential End Users to the RegNow Site for the purchase of Your Products in return for Your payment of a referral commission on completed referral sales, all affiliates within the RegNow Affiliate Network shall remain RegNow affiliates, and shall not constitute Your own affiliates. In order to enter the RegNow Affiliate Network, each affiliate has entered into a contractual relationship with RegNow. Any affiliate recruited by You into the RegNow Affiliate Network through Your own efforts or through the use of the affiliate recruiting tool RegNow provides to You, or through any other service or other resource RegNow provides to You, shall remain RegNow's affiliate. You shall not bypass or circumvent the RegNow Affiliate Network with respect to any engagement with a network affiliate. The RegNow Affiliate Network may make available to You certain tools which allow You to communicate with affiliates. You agree You shall not use these tools in an attempt to, or in a manner that may result in: (1) avoiding Your obligation to pay for services and/or fees associated with the RegNow Affiliate Network, including avoiding paying any affiliate commissions; (2) undermining or lessening the amounts to be paid for sales to RegNow; (3) recruitment of affiliates to another affiliate or affiliate-related network; or (4) in any other manner that is not in the spirit of this Agreement. You may also separately elect to participate in the oneNetworkDirect(tm) Affiliate Program by entering into a separate Addendum to this Agreement which governs Your participation in that affiliate program. E. Display of RegNow as Retailer. You will operate Your Site(s) to promote the sales of Your Products to End Users by RegNow through the RegNow Site. You will prominently display, on Your Site(s) and in other online marketing materials if applicable, the most current RegNow logo (as provided or made available to You by RegNow) and a statement that RegNow is the authorized online retailer from whom End Users may purchase Your Products. However, note that credit card provider rules, and trademark law, prohibit You from displaying any credit card logos or insignia on Your Site(s) if based on Your relationship with RegNow, and You may be subject to legal action and termination of this Agreement if You fail to obey those rules. You will be responsible for all costs to create, operate and maintain Your Site(s). RegNow shall have full control over the privacy policy, terms and conditions of sale, and returns policy for the RegNow Site, and "who we are" disclosures on the RegNow Site designed to clearly disclose RegNow as the seller of record with respect to sales of Your Products to End Users, and of the text of pages utilized in connection with the RegNow Site. You will not display, on the Your Site(s) or elsewhere, Your own terms of sale, privacy policy, or returns policy with respect to RegNow's sale of Software products (not including any End User License Agreements for Your Products which You will be solely responsible for providing), unless You have obtained RegNow's express prior written consent. Any EULA for Your Software is strictly an agreement between You and the End User, and RegNow is not a party to that EULA. F. Export. If requested by RegNow, You agree to provide RegNow with current, up-to-date and specific codes and classifications under any export control laws applicable to any of Your Products (including without limitation provision of appropriate Export Control Classification Numbers ("ECCNs"), U.S. Harmonized Tariff Schedule codes, and license exception codes), and to advise RegNow of any shipment destination for which an export license exception is required with respect to any Product. Such information may be provided by email to orm@regnow.com. If You are responsible for fulfillment of Products on RegNow's behalf, You also agree that You are acting as RegNow's fulfillment agent for export purposes, and agree to fully comply with any applicable laws, rules and regulations which control, regulate, prohibit or otherwise affect the export or import of Your Products to the country to which it will be fulfilled ("Export/Import Control Laws"), and will keep all records required under law, rule or regulation regarding Your fulfillment of Products purchased from RegNow by End Users. The amounts paid to You by RegNow from Your account as described in this Agreement will be Your sole compensation for the same. You expressly agree and acknowledge that RegNow will not resell any Software which would require an export license. If You determine that You are unable to fulfill software to any particular End User because of Export/Import Control Laws, You must promptly cancel the order through the Your online account interface. You will also respond promptly to any inquiry regarding export compliance in connection with Your Product(s) that You receive from RegNow. Federal agencies have also banned or regulated trade between U.S. entities and certain organizations, businesses and persons. RegNow retains the right to make its own determination, at its sole discretion, as to whether any proposed sales transaction might put RegNow in violation of these regulations or of Export/Import Control Laws, and may refuse to engage in any such sales transactions without prior notice to You. G. Support. Please note that RegNow does not provide software help-desk or other forms of technical support concerning Your Products. RegNow's support is limited to assistance to End Users with the use of the RegNow Site and its shopping cart to make purchases, as well as concerning any deliveries by RegNow of Software downloads, license keys and/or tokens if You have purchased those Additional Services from RegNow. H. End User Information. Because RegNow is the seller of Your Products to End Users, RegNow is the party with whom the End User is transacting business. As such, the End User is giving his/her/its personally identifiable information to RegNow. As between You and RegNow, neither party will own any End User information provided in connection with a sale by RegNow, but shall have rights to use such information as set forth in this paragraph in accordance with applicable laws, rules and regulations. RegNow will provide You with access to certain End User information (excluding payment account information) in connection with RegNow's reporting to You of sales of Your Products. You agree to only use End User information in compliance with Your publicly displayed privacy policy and with all applicable laws and regulations. I. Privacy Policy. The Privacy Policy for the RegNow Site (posted at http://www.regnow.com/privacy.html) describes how RegNow may store, use and disclose personal information about You and about End Users. You agree to the terms of that Privacy Policy as it is now issued and as it may be amended in the future by RegNow. You agree that You will not do anything to interfere with RegNow's Privacy Policy and how it impacts End Users, and You agree that RegNow has sole control of the terms and enforcement of RegNow's Privacy Policy. You will ensure that the privacy policy for Your Site(s) clearly discloses that purchases through Your Site(s) will be through an authorized reseller, and that the End User will be providing their information to Your authorized reseller subject to the authorized reseller's privacy policy. J. Subscription-Based Products. You understand and acknowledge with respect to any Products which require automatic rebilling (including without limitation renewing subscription-based products), RegNow shall only process such renewal billing provided that each End User has clearly and unambiguously consented to automatic periodic billing of its subscription by RegNow in the manner required by RegNow (which may, in RegNow's sole discretion, include without limitation "opt-in" consent through the RegNow Site), and is permitted by and in compliance with all applicable laws, rules and regulations, including card association and payment processor rules and regulations (collectively, "CC Requirements"), as reasonably interpreted by RegNow. In connection with subscription-based products, You will provide each End User with the ability to terminate his/her subscription in a clear and unambiguous manner as required by CC Requirements and in a manner acceptable to RegNow, and that you will comply with RegNow's subscription practices best policy as made available to you through the RegNow online account interface and/or provided to You in writing or by email from time to time. You agree to immediately provide RegNow with information regarding a subscription cancellation immediately following Your receipt of such cancellation by an End User. You also understand and acknowledge that based on card association and payment processor rules, RegNow may be restricted or prohibited from assuming the automatic rebilling of subscriptions previously processed by a different entity, and from transferring End User information (including without limitation credit card information) to You or any other third party. K. RegNow Audit Rights. You agree that RegNow may, at any time, conduct an audit of Your Site to ensure Your compliance with the terms and requirements of this Agreement. You agree to provide reasonable assistance to RegNow, at no charge to RegNow, in connection with such audit if such assistance is requested by RegNow. In the event RegNow determines through an audit that Your Site is in violation of or noncompliance with any of the terms or requirements of this Agreement and/or Your obligations under this Agreement, (i) You agree to reimburse RegNow its reasonable costs of performing such audit on a time and materials basis at the hourly rate of One Hundred and Fifty Dollars ($150) per hour, which amounts may be offset by RegNow against amounts due to You under this Agreement, and (ii) You will immediately take action to rectify, to RegNow's satisfaction, any and all such violations and/or noncompliance identified by RegNow. You understand that RegNow may, at its option and without opportunity to cure, suspend Your account or terminate this Agreement if You fail to timely rectify such violations or issues, or if RegNow determines that suspension prior to correction is required to control RegNow's risk. 4. PRICING AND PAYMENTS A. Sale of Products. For each sale of a Product by RegNow to an End User, RegNow will purchase the Product from You for the Purchase Price. All amounts which RegNow owes You for the sale of Products by RegNow shall be placed in a general in-house account maintained by RegNow, and RegNow will pay You from that account as described below. B. Taxes. In addition to charging the End Users the retail price, RegNow will collect and remit to the proper authorities, where RegNow is legally required to do so, any sales tax, value-added-tax (VAT), or similar tax or similar government fees that are based on the sale of Your Products by RegNow to End Users (collectively "Sales Taxes"). Any collected Sales Taxes will not be placed into Your account but shall instead be paid by RegNow to the appropriate government authority. You will be solely responsible for the collection and payment of any and all applicable sales or use, value added and/or other similar consumption-based taxes imposed on Your sale of Products to RegNow (or Your income derived therefrom). The Purchase Price for a Product shall be inclusive of all required sales or use, value added and/or other consumption-based taxes, provided that You shall not assess any tax on RegNow in connection with the sale of a Product to RegNow unless and until You have asked RegNow to provide a resale exemption certificate, and RegNow has informed You that it is unable to do so. You shall provide to RegNow all data reasonably necessary for RegNow to support any taxes included in the purchase price of a Product. For the avoidance of doubt, under no circumstances shall RegNow be deemed to be providing tax advice or consulting services to You. You shall be solely responsible for, and shall hold RegNow harmless from and against, the calculation of taxes due from RegNow on Your sale of Products to RegNow, and any failure to collect taxes from RegNow on Your sale of Products to RegNow at the time of sale to RegNow (including without limitation interest and penalties that result from any failure). If RegNow determines that the sale of Products or the fulfillment of a Product into any particular place will put RegNow in violation of local tax laws, RegNow may choose to refuse to make sales to End Users in those locations. C. Refunds. RegNow's policy is to provide End Users with a thirty (30) day right to return a Product for a refund of the purchase price paid by the End User (unless a longer period is required by law in which case End Users may return a Product as permitted by applicable law), provided the End User has electronically certified to RegNow that they have destroyed any copies of the related Product in their possession. You can view the full RegNow returns policy at https://regnow.img.digitalriver.com/faq_refunds.html#policy. As the seller and merchant of record, RegNow is responsible for setting and applying the returns policy applicable to the RegNow Site. You shall accept for return any Products returned to RegNow by an End User which return is either (a) in compliance with RegNow's returns policy, and/or (b) required by applicable law, or (c) as provided in an effort to keep chargeback rates at a minimum. If RegNow processes any refunds to End Users who have purchased Your Products from RegNow, RegNow will deduct the amount of the refund from amounts due to You. RegNow will be entitled to keep its margin earned on the sale to the End User, even if the End User makes a return or such sale becomes subject to chargeback as described below. You further agree that RegNow may treat any non-fraudulent chargeback or other non-fraudulent End User-, bank-, or payment processor-initiated reversal of a previously completed payment, and any sales transaction identified as fraudulent subsequent to settlement of payment but prior to receipt of a fraudulent chargeback for such sales transaction, as an order-level satisfaction return and refund validly provided by RegNow, and that You shall accept each such return from RegNow. If requested by You and agreed to by RegNow, RegNow will appoint You as RegNow's agent for processing returns on RegNow's behalf, in accordance with the RegNow returns policy. You will be responsible for contacting an End User within two (2) business days of initial contact by the End User in order to confirm whether the End User's return will be accepted; if You authorize the return based on the RegNow returns policy, You will indicate that a return has been authorized through the RegNow client interface. In the event You fail to properly and timely manage returns on behalf of RegNow, RegNow may immediately revoke Your ability to manage returns on RegNow's behalf. D. Chargebacks, Fraud and Suppressed Orders. A "Chargeback" is another form of refund that happens when a credit card processor or bank unilaterally revokes a prior transaction, which may be done under the rules of the credit card banking system for such reasons as fraud or suspected fraud, End User complaint, or other reasons determined at the sole discretion of the credit card processors and/or banks. You acknowledge that credit card transactions over the RegNow shopping cart are 'non-swiped' and have no physical signature from an End user, and thus are subject to a higher level of Chargeback activity compared to physical credit card transactions with wet-ink signatures. RegNow makes no promises as to whether or how credit card processors and/or banks will interpret their rules or rights concerning Chargebacks. RegNow may deduct from Your account any amounts attributable to or resulting from Chargebacks on End User transactions, fines and/or penalties incurred by RegNow or its parent company resulting from Your Chargebacks, and any other activities that are deemed by RegNow to be fraudulent or criminal. The amount which may be deducted from Your account may include the original amount of the transaction as well as additional fees or penalties resulting from Chargebacks on sales of Your Products. Additionally, in the event (a) the number of sales transactions for any of Your Products resold by RegNow subject to a Chargeback of any form during any given calendar month exceeds One and One-Half Percent (1.5%) of the total number of sales transactions for that Product by RegNow during that calendar month, or (b) the number of sales transactions of all of Your Products resold by RegNow subject to a Chargeback of any form during any given calendar month exceeds One and One-Half Percent (1.5%) of the total number of sales transactions for Your Products during that calendar month, You agree that RegNow may charge Your account twenty five dollars ($25) per Chargeback in excess of that threshold during that calendar month. In the event (a) the number of sales transactions for any of Your Products resold by RegNow subject to a Chargeback of any form during any given calendar month exceeds Two and One-Half Percent (2.5%) of the total number of sales transactions for that Product by RegNow during that calendar month, or (b) the number of sales transactions of all of Your Products resold by RegNow subject to a Chargeback of any form during any given calendar month exceeds Two and One-Half Percent (2.5%) of the total number of sales transactions for Your Products during that calendar month, You agree that RegNow may charge Your account fifty dollars ($50) per Chargeback in excess of that threshold during that calendar month. Without limiting the foregoing, in the event any of the above thresholds is achieved in a given calendar month, RegNow may also, in its sole discretion, refuse to sell the affected Product(s) and/or may immediately terminate this Agreement upon notice to You. Further, any sale where the fulfillment of a Product has been made by RegNow upon receipt of a valid payment authorization but is subsequently rejected or cancelled prior to settlement by RegNow, the merchant bank or payment processor, will not be treated as a completed sale to an End User by RegNow for the purposes of calculating payments due to You. The existence or possibility of fraud or criminal activity will be determined by RegNow in RegNow's reasonable discretion, and RegNow may make any inquiries and investigations it deems appropriate. E. Payment Method and Frequency. As of the pay cycle that follows the sixtieth (60th) day after the date of the first sale of Your Products under Your account and at the end of each pay cycle thereafter (which pay cycle will be monthly unless otherwise agreed to by RegNow and You), RegNow will send You a payment in the form You select (in Your account settings) for the accrued amounts due to You from RegNow (except that if the total amount RegNow owes to You at the end of a pay cycle will be less than Twenty-Five Dollars ($25), RegNow will withhold payment until the next pay cycle where the total amount due to You is greater than this minimum). RegNow will not split Your payment to multiple payees. RegNow's obligation to pay You is subject to the following: i. You expressly agree that RegNow may offset from amounts due to You any and all amounts due to RegNow under or arising out of this Agreement (including without limitation Chargebacks and related fines and penalties, and amounts due for Additional Services). ii. All payments will be made via ACH direct deposit unless otherwise specified. Due to availability, non-US clients may not be eligible for ACH direct deposits. In this case, checks shall be used as the default method of payment at no additional fee. Direct Wires may be processed at Your request for a fee of $10 per wire. Corporate checks/bank drafts are also available for a fee of $10 per draft. The RegNow VISA Electron card is available also as a payment option; please see specific terms and conditions at www.regnow.com if You would like to activate this payment option. iii. RegNow may determine to hold back some or all of the money due to You if RegNow believes that it might be necessary to cover future refunds, other amounts due or reimbursable to RegNow as set forth in this Agreement, or other liabilities You may owe to RegNow. RegNow may also holdback some or all of the money due to You if RegNow believes that the funds represent fraudulent transactions or involve other kinds of illegal activities, or if RegNow has a reasonable basis to believe that it will incur future Chargebacks and/or related fines and/or penalties which relate to RegNow's sale of Your Products. RegNow will only holdback those amounts which RegNow determines are reasonable under the circumstances. RegNow's statements or other communication from RegNow will note how much RegNow is holding back. RegNow will keep any held-back amounts only for a reasonable time as determined in RegNow's sole discretion, and will promptly pay over to You any remaining held back amounts after that reasonable time has passed. Regardless of any holdback RegNow may choose to keep, You agree to pay RegNow, upon demand, for any shortfall owed to RegNow due to refunds, Chargebacks, fraud, suppressed orders, affiliate commissions or fees for services rendered if they cannot be offset from Your account within ninety (90) days of the date RegNow first seeks to offset such charges. If RegNow actually keeps (or sets off) against Your account with RegNow any of the funds RegNow has held back, RegNow will do so in a manner that RegNow believes fairly reflects Your liability owed to RegNow, and RegNow will note the setoff and an explanation of the setoff on Your next statement that RegNow issues to You. iv. Any and all fees, payments, compensation, consideration, and other money amounts shall be expressed and payable in United States Dollars unless otherwise requested by You and approved in writing by RegNow. In the event RegNow receives funds in connection with a transaction in a currency other than United States Dollars (or the applicable payment currency approved by RegNow), RegNow will convert such receivables to United States Dollars (or the applicable payment currency approved by RegNow) using industry-accepted bank conversion rates which may be adjusted by RegNow for volatility and liquidity risk. Amounts in Your account with RegNow will not accrue interest while in RegNow's possession. v. You expressly agree that RegNow may change the fees set forth in this Agreement at any time, but RegNow will give You at least thirty (30) calendar days notice prior to the effective date of any such change. 5. PROMISES TO REGNOW You make the following promises, representations, warranties and covenants to RegNow: A. You have all rights necessary to sell each of Your Products to RegNow for RegNow's resale. If You have RegNow distribute Your Software or associated files, license keys or tokens, You have the right to allow RegNow to provide that Additional Service. Your Products, and RegNow's sale, copying, storage and distribution of Your Products, does not and will not infringe, violate or misuse anybody else's intellectual property or other proprietary rights. The above warranties and promises are valid for sale and distribution to End Users throughout the world. B. Any descriptions You provide for Your Products that will be displayed on the RegNow Site are accurate, and are not in violation of, and will not violate, any applicable laws or regulations concerning advertising claims or other forms of consumer protection laws. C. If You are participating in the RegNow Affiliate Network, You agree You will not display links, redirects, or direct sales traffic of any type or means for Your Products to any non-RegNow Affiliate Network supported ecommerce system other than the oneNetworkDirect(tm) Affiliate Network. (This is necessary to ensure that all traffic and subsequent sales generated by affiliates are properly identified and the referring affiliate is paid its appropriate affiliate commission.) You must apply for Site Certification after Your Products have been activated for sale by RegNow through the RegNow Site. If You have not submitted for Site Certification, satisfied the requirements for Site Certification and been approved for Site Certification within five (5) calendar days of the first order for Your Products under this Agreement, RegNow reserves the right to retain an amount equal to fifteen percent (15%) of the affiliate commission for Your affiliate-referred orders and may remove Your Products from the RegNow Affiliate Network. This pricing will be applied to all affiliate-referred orders processed through Your account until such time as You meet the Site Certification requirements. D. You have the right to enter into this Agreement, and that the person accepting this Agreement on Your behalf is of legal age and has the authority to contractually bind You to this Agreement, or by accepting RegNow's value added reseller services, You ratify that person's binding of You to this Agreement. If that person is not so authorized, that person agrees that he or she is also personally responsible for whatever is done on Your account under this Agreement. E. Your Products, including all content within it: (i) is not libelous, does not slander others, does not contain obscene or pornographic material, and is not illegal to use; (ii) does not contain devices which are intended to be used to perform illegal activities (such as, but not limited to, tools, devices or software used to defeat data encryption devices); (iii) does not contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user's computer without notice to and the express prior consent of the user; and (iv) is not designed as a tool for processing e-mail for mass mailing ("spamming" tools or the like). RegNow's sale of, and the fulfillment of, Your Products will not violate any laws concerning export over national borders, including laws involving encryption technology. F. All of the information You entered during the RegNow sign-up process is correct as of the time You entered it. You also promise that You will update any of that information when it has changed by updating Your online account interface. You can access Your registration information on Your Account page. G. Anyplace You promote the sale of Your Products where You provide End Users with a hyperlink or other means to reach the RegNow Site (whether on a Web site, e-mail, on paper or any other means), You will not display any inaccurate or misleading information concerning Your identity, location, or Products, or RegNow's status of the seller and merchant of record to End Users. H. You will not engage in deceptive trade practices, market to End Users who have not affirmatively consented to receive solicitations from You, or otherwise violate any laws, rules or regulations applicable to the sale of Your Products and the conduct of Your business. I. You will not use commercial e-mail (solicited or unsolicited) to market Your Products, or commercial e-mail that identifies RegNow or the RegNow Site, if that use of commercial e-mail violates any applicable laws or regulations regarding the use of commercial e-mail. You will comply with any legal obligations to provide proper labeling and content within its marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials that mention or contain hyperlinks to RegNow or the RegNow Site must be in compliance with all laws concerning advertising and marketing for the territories where You deliver those materials. You are responsible for compliance with all of the above, whether You provide the e mails or advertisements on its own or use the services of a third party. If RegNow is charged any fines, penalties or incur any costs, including attorney fees, because of its non-compliance with the above, You agree to indemnify and reimburse RegNow any of those amounts upon RegNow's demand, and to allow RegNow to offset any such amounts from amounts due to You. J. You shall not any time hold RegNow (including its parents, subsidiaries, partners or affiliates) or its employees, officers, directors or shareholders up to public scorn, ridicule or defamation. K. You shall make any and all changes that RegNow mandates to Your Site, including adding disclosures or disclaimers as needed to comply with applicable law, rules, regulations, guidelines, or best practices in RegNow's sole discretion. If You ever have reason to believe there is any reason these promises, representations, warranties and covenants are not true, now or in the future, You promise to promptly tell RegNow. 6. RESERVED RIGHTS; DISCLAIMER OF WARRANTIES A. You acknowledge that RegNow may, in RegNow's sole discretion with or without advance notice, decline to sell or distribute any or all of Your Products at any time. B. RegNow is permitted to display in any post-purchase pages and communications (including without limitation any thank You page, confirmation page, confirmation e-mail, and any pages following the actual submission of an order for processing) information of RegNow's choosing, including in RegNow's sole discretion cross-sells, up-sells and other marketing opportunities offered by third-party advertisers. You grant to RegNow and any such third-party advertiser a right and license to use Your site URL and Your name, trademarks and logos in connection with such marketing, both (a) during the period such marketing opportunities are offered on the post-purchase pages and (b) thereafter to remind participants in such marketing opportunities of the manner in which such participant elected to participate in such opportunities in connection with renewals and support related to such opportunities. C. RegNow's trademarks, service marks and business names (RegNow's "Trademarks") are owned or licensed solely and exclusively by RegNow. You may not make any press release regarding this Agreement, or use RegNow's name or logo to refer to RegNow, or use RegNow's Trademarks, without RegNow's express prior written consent to do so. All of Your use of RegNow's Trademarks shall inure to RegNow's benefit. You agree, upon RegNow's demand, to promptly stop or alter any of Your uses of RegNow's Trademarks which RegNow deems to be improper or which may have the potential to put RegNow's Trademark rights at risk. D. RegNow provides its value-added reseller services to You on an "AS-IS" basis and makes no promises as to the percentage up-time or that the RegNow Site will operate completely without error. REGNOW MAKES AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE QUALITY OF THE REGNOW SITE, THE ADDITIONAL SERVICES, AND THE OTHER SERVICES PROVIDED BY REGNOW PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 7. LIMITATION OF LIABILITY Except for any obligations RegNow has to pay You the amounts in Your account that are owed to You (less any applicable offsets of amounts due to RegNow), You agree that Your sole remedy for any breach of this Agreement by RegNow is for You to terminate this Agreement. UNDER NO CIRCUMSTANCES SHALL REGNOW'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT OR ARISING OUT OF REGNOW'S RELATIONSHIP WITH YOU UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT ACTUALLY REALIZED BY REGNOW UNDER THIS AGREEMENT FOR THE PREVIOUS SIX (6) MONTHS. REGNOW SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, AND FORM A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND REGNOW. 8. YOU INDEMNIFY US FOR CERTAIN LOSSES You shall indemnify and hold harmless RegNow, its parents, subsidiaries and/or affiliates, together with their officers, employees, directors, successors and assigns, as such, from and against any liabilities, claims, actions, suits, proceedings, judgments, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting from any claim (the "Indemnified Claims") that are made by a third party, including without limitation by an End User, that arise from, result from, or relate to: a. Any claim that Your Products resold by RegNow, or Your Site(s), violates a patent, copyright, trademark, trade secret or other intellectual property right of any third party recognized under the laws of any jurisdiction where Your Products are offered for sale, or where Your Site(s) may be directed for viewing; b. Any claim that any of Your Products and/or Your Site(s) are defamatory, slanderous, or in violation of the rights of privacy or publicity of any person (including without limitation an End User) where such claims are recognized under the laws of any jurisdiction where Your Products are offered for sale or to where Your Products are fulfilled, or where Your Site(s) may be directed for viewing; c. Any claim that Your Products have not been fully tested under applicable laws, rules and regulations (including without limitation the regulations promulgated by the Consumer Product Safety Commission), or that the resale of such Products by RegNow in and of itself violates any applicable laws, rules and regulations (including without limitation any applicable mandatory safety standards); d. Product warranty claims; e. Your fulfillment and shipment of Products purchased by End Users from RegNow, including any failure of a shipment to be delivered due to no fault of RegNow or the End User; f. Any alleged or actual failure on Your part to comply with Your obligations under this Agreement, including without limitation any breach of Your representations or warranties under this Agreement; or g. Personal injury, property damage or product liability, or any grossly negligent or intentionally tortious acts or omissions You commit, in connection with this Agreement or the creation, manufacture, delivery or use of Your Products. RegNow shall have sole control over its own defense of any Indemnified Claims. However, You shall reimburse RegNow upon our demand, on no less than a monthly basis, for any costs we have incurred in defending against any of the Indemnified Claims, and expressly agree that RegNow may offset such costs against amounts due to You under this Agreement. You shall cooperate, at Your sole cost, with any of RegNow's reasonable requests made in connection with its defense of Indemnified Claims, including Your personal appearance at official proceedings of courts or administrative agencies, providing sworn testimony, answering written questions under oath, or providing documentary evidence. If You are also a party to any of the Indemnified Claims, You are responsible for providing Your own defense (including providing Your own attorney) at Your own cost. 9. TERM AND TERMINATION This Agreement starts on the date RegNow acknowledges its acceptance of this Agreement, and will continue until terminated. Either You or RegNow may terminate this Agreement with or without cause by providing the other with thirty (30) calendar days prior notice of its decision to terminate. In the event You are in breach of this Agreement or have failed to comply with Your obligations under this Agreement, RegNow may terminate this Agreement without any obligation to give You prior notice of termination or opportunity to cure. Neither You nor RegNow is obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not we will continue to resell Your Products for any period of time. Once this Agreement has been terminated, (a) You will immediately cease any use of RegNow's name, logos or Trademarks, and remove any hyperlinks to the RegNow Site that deal with the sale and/or distribution of Your Products; (b) RegNow will promptly halt any sale of Your Products and will promptly give notice to all affiliates that RegNow knows are promoting the sale of Your Products to discontinue linking to the RegNow Site for that purpose (but RegNow is not responsible for whether or not the affiliate complies with that notice); (c) RegNow may holdback funds and charge against those funds any amounts which RegNow is entitled to under this Agreement; and (d) You will continue to be responsible for any liability that might arise out of Chargebacks, any infringement of intellectual property rights, any violation of laws, rules or regulations that may have occurred as a result of Your Products being resold and/or distributed via the RegNow Site, and any breach by You of the terms of this Agreement. RegNow's obligation to make payments to You of amounts due to You, RegNow's holdback and offset rights as described herein, Your obligation to pay RegNow for any amounts due to RegNow, and any other provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement. 10. OTHER TERMS A. No Exclusivity. Neither You nor RegNow is obligated to deal exclusively with the other. You may use other means or companies to sell Your Products, and RegNow may sell software products provided by others that may be similar to or competitive with Your Products. B. Notices. If You are obligated under this Agreement to tell RegNow something or You wish to give RegNow legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested OR by nationally recognized overnight courier which provides a written proof of delivery, to the following address: RegNow, Inc., Attn: General Counsel, 9625 76th Street, Eden Prairie, MN 55344. If RegNow is obligated under this Agreement to tell You something or RegNow wishes to give You legal notice of any kind, RegNow may do so by use of any of the addresses You gave to RegNow through the RegNow online account interface, including postal mail or e-mail. If any such notice fails to reach You because You gave RegNow inaccurate address information, RegNow's notice shall nonetheless be deemed to have been delivered to You. C. Changes to this Agreement. RegNow reserves the right to amend or modify this Agreement, or any portion of this Agreement. In the event of an amendment or modification, You will be notified of such updated version of the Agreement in Section 11(B) above. If You do not wish to agree to the updated version, You will have the right to terminate this Agreement by giving RegNow notice of Your desire to terminate provided You provide RegNow with Your notice of termination within thirty (30) calendar days of the date of such notice of an updated version of the Agreement from RegNow. If You do not terminate the agreement within that thirty (30) calendar day period, You will be deemed to have accepted the updated version of the Agreement between us effective as of the end of that thirty (30) calendar day period, and the prior version of the Agreement will be superseded by the updated version of the Agreement. D. Waiver; Severability. No waiver of any provision or breach of this Agreement (a) shall be effective unless made in writing, or (b) shall operate as or be construed to be a continuing waiver of such provision or breach. Any failure by RegNow to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. The invalidity of non-enforceability of any provision of this Agreement, as determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provisions were omitted, and the invalid or non-enforceable provision of this Agreement shall automatically be construed as replaced with a valid and enforceable provision which most closely meets or approximates the intent and economic effect of the invalid or non-enforceable provision. E. Governing Law; Venue. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, United States of America, without respect to or application of its conflicts-of-laws provisions. The parties specifically disclaim application of (i) the United Nations Convention on the International Sale of Goods, and (ii) of Article 2 of the Uniform Commercial Code as codified. If there are any disputes or conflicts related to or arising out of this Agreement, You and we shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either You or we should start any litigation arising out of this Agreement, You expressly agree that the litigation will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, United States of America, and You expressly agree that any such court has personal jurisdiction over You. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. F. Entire Agreement; Assignment. This Agreement sets forth the entire understanding between You and RegNow with respect to its subject matter, and supersedes any and all prior or contemporaneous proposals, communications, agreements, understandings, negotiations, and representations, whether written or oral, related thereto, which shall have no effect as of the date this Agreement becomes effective. You may not assign this Agreement, or any of Your rights or obligations under this Agreement (whether directly or indirectly, in whole or in part, by operation of law or otherwise) without RegNow's express prior written permission to do so, and any attempt to assign in violation of the preceding shall constitute an incurable material breach of this Agreement and shall, at RegNow's option, render this Agreement null and void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. G. Relationship of the Parties. This Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between You and RegNow. Neither You nor RegNow shall be obligated by any agreement, representation or warranty made by the other, nor shall You or RegNow be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party's business or caused by the other party's negligence, willful act, or failure to act. There are no third-party beneficiaries through You under this Agreement. H. Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY REGNOW. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. I. Other. RegNow is relieved of any obligation to perform under this Agreement if we are unable to perform as a result of any reasons or conditions beyond RegNow's reasonable control. Notwithstanding any applicable statute of limitations, You and RegNow agree that any claims for breach of this Agreement shall be brought within two (2) years of the date that party first learns of such breach. No provisions in Your purchase orders or other business forms (including by way of example but not limitation, any Statement of Work or Change Order Form) shall modify, supersede or otherwise alter the terms of this Agreement. RegNow may engage the services of subcontractors or agents to assist RegNow in the performance of its obligations, and RegNow will be responsible for the acts and omissions of such subcontractors and agents. v09.01 (0819)