SoftwareProjects Terms & Conditions for Suppliers & Affiliates

Last Updated: April 28th, 2017

These SoftwareProjects Terms & Conditions (“Agreement”) constitute a legally binding agreement between You and SoftwareProjects Limited (“SoftwareProjects”). By checking the box stating that you have read and agree to this Agreement as part of your registration with SoftwareProjects, you agree to be bound by this Agreement, including all documents incorporated by reference into this Agreement and any and all updates to this Agreement and such incorporated documents.

1. SCOPE

1.1 SoftwareProjects Limited is an online retailer, engaged in the electronic sales and distribution of software and services, including, without limitation, licenses of software and digital content, eBooks, software as a service, subscriptions, media products, books and other tangible items (collectively, "Products"). SoftwareProjects additionally provides a proprietary online platform, including without limitation the website located at $server_name (the “Site”), the services offered on or through the Site, and any servers, computers or networks used to provide the Site (collectively, the "Services"). SofwareProjects permits Suppliers to sell their products through the Site and Services, and Affiliates to promote Products through the Site and Services. This Agreement applies to Suppliers and Affiliates, and is a legally binding contract. For purposes of this Agreement, "Supplier" is defined as any person or entity that submits one or more Products for sale via the SoftwareProjects Site or Services, and “Affiliate” is defined as any persons and/or entities that Promote (defined below) Products made available via the Services.

1.2 This Agreement includes the SoftwareProjects Privacy Policy for Suppliers and Affiliates, as amended from time to time, and applies to Your use of the Services, the Site and all purchases of Products made or confirmed through the Site. You understand and agree that this Agreement is legally binding and enforceable against You, and any entity by which You are employed or affiliated and on whose behalf the Products are purchased, sold, promoted, and/or used. If You are agreeing to this Agreement on behalf of yourself and such entity, You represent that You have the authority to bind the entity to this Agreement. The terms "You" and "Your" refer to each Supplier and Affiliate, individually, and to each such entity. You hereby represent and warrant that You have carefully read and understand this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the European Union and United States), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions.

2. ACCOUNT REGISTRATION AND MAINTENANCE

2.1 You will be required to register for an account in order to sell or promote Products, and use the Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy. If You provide any information to SoftwareProjects that is untrue, inaccurate, or incomplete, or if SoftwareProjects has reason to believe that the information You provided is untrue, inaccurate, or incomplete, SoftwareProjects may: (a) suspend or terminate Your account; (b) use electronic self-help means to terminate Your ability to access the Products or Services, as permitted by applicable law; and/or (c) terminate this Agreement.

2.2 If You register for a SoftwareProjects account, You agree to accept responsibility for all activities that occur under Your account, and You agree You will not sell, transfer or assign Your account. You are responsible for maintaining the confidentiality of Your password, user ID, and other account credentials, and you may not permit others to use Your account credentials or your account. You shall immediately notify SoftwareProjects of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You.

2.3 SoftwareProjects reserves the right to terminate Your account or otherwise deny You access to your account, the Site, and/or the Services, in SoftwareProjects’ sole discretion without notice and without liability.

3. SELLING PRODUCTS

If You register any Products for sale via the Services, you are deemed a Supplier, and You agree, acknowledge, represent and warrant that:

3.1 All Products You register for sale via the Services must be approved by SoftwareProjects prior to You being able to sell the Products through the Services. In certain circumstances, SoftwareProjects may require You to modify your Products prior to being approved or prohibit your Products from being sold via the Services, in SoftwareProjects's sole discretion.

3.2 All Products You register for sale via the Services, and the offering and sale thereof via the Services, comply with all of Your country's laws and all applicable U.S. federal and state laws and regulations. You are solely liable and responsible for all warnings, labeling, and regulatory compliance for the Products.

3.3 Your Products do not involve downloading software on the computer of a person or entity purchasing a Product (the "Customer") unless a purchase is completed or You provide the Customer a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and You obtain express consent prior to any such downloads.

3.4 Without further conditions or limitations, You authorize SoftwareProjects to list any Product You register for sale via the Services in the online, searchable catalog of Products made available via the Services; and make it available for sale to Customers and/or for the Affiliates that Promote the Products made available via the Services at the price designated by SoftwareProjects ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax .

3.5 You will provide valid email addresses to which Customers or SoftwareProjects can send inquiries and receive a reply by end of the following business day. Customers and SoftwareProjects must also be able to receive a non-automated response within one business day, when necessary.

3.6 You will notify SoftwareProjects of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to a Product within two business days of Your receipt of such complaint. You shall assist SoftwareProjects, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by SoftwareProjects to respond to and/or resolve such complaints.

3.7 SoftwareProjects will collect and remit state or local transfer taxes for any retail transaction (including but not limited to sales or use tax) where it is legally required to do so. Where SoftwareProjects does not collect and remit state or local transfer taxes on a transaction, You may have the legal obligation to pay such taxes. Such obligation may arise as a result of Your existing or past physical contacts with a state (including but not limited to Your provision of a "drop ship" delivery of the physical Product to a buyer located in a state). You may wish to consult a tax professional to determine if You will have this type of obligation in any particular state. You agree that if such an obligation arises with respect to any particular state, You will be solely responsible for the timely payment of such tax and any interest or penalties.

3.8 If You use the Services to communicate with Affiliates about Your Products, You agree that all statements or messages communicated by You via the Services constitute Promotions under this Agreement and are subject to all applicable terms and obligations thereto. Additionally, and without limiting any other restriction contained herein, You will not use the Services to: (i) make any false or deceptive statement or claim regarding Your Product or sales of Your Product; (ii) offer any Promotions or incentives to Affiliates unless You intend to fulfill such Promotions or incentives; (iii) offer any Promotions or incentives to Affiliates unless You affirmatively state that they are offered only by You and not by SoftwareProjects; or (iv) suggest in any way, whether express or implied, that Your Product(s) are endorsed, approved or sponsored by SoftwareProjects in any way. SoftwareProjects reserves the right to suspend Your ability to use the Services at any time.

3.9 If and to the extent You use third parties to provide and/or manufacture Products or Services, You and such third parties must be in compliance with all applicable laws, regulations, and terms of this Agreement, and You are responsible for all acts and omissions of such third party.

3.10 You will establish an appropriate return, replacement and/or cancellation policy for Your Products ("Supplier Return Policy"). Your Supplier Return Policy must fall within the range of "no refunds" to allowing refunds or replacements up to sixty (60) days after the date of purchase (i.e., a 30-day refund policy or a 45-day refund policy would each be acceptable, if appropriate). If You believe that a Supplier Return Policy longer than sixty (60) days after the date of purchase is appropriate for Your Products, SoftwareProjects will review such a request, and in its sole discretion, may allow an extended Supplier Return Policy. You can only provide such an extended Supplier Return Policy with SoftwareProjects's written consent.

3.11 You will ensure that the Supplier Return Policy is clearly and conspicuously posted for Customers to review prior to purchasing Your Products.

3.12 SoftwareProjects reserves the right to alter or override Your Supplier Return Policy if You abuse SoftwareProjects's return and cancellation policy, if Your Supplier Return Policy is not appropriate for the Product(s), if the charged back sales are excessive, or for any other reason SoftwareProjects deems appropriate, in its sole discretion.

4. DELIVERY; RISK OF LOSS; TITLE

4.1 When Orders are placed through the Services, You shall provide delivery dates (whether provided on the Site, in an Order confirmation, or elsewhere). These dates are estimates only and not a guarantee that the Products will be delivered by a given date.

4.2 You shall deliver tangible Products to the street address, and electronic Products to the email address, provided to SoftwareProjects when Customers place their orders through the Site or Services. SoftwareProjects reserves the right, in its sole discretion, to impose additional charges for any adjustments Customers make to an order, including changing the delivery street or email address, after Customers submit their orders.

4.3 All risk of loss for the Products shall pass from You to Customers upon delivery of the Products to the location or email address specified in Customers’ orders. For the avoidance of doubt, the delivery of downloaded Products occurs when the Products are downloaded. If a Customer refuses or fails to take delivery of the Products, all risk of loss for the Products will pass to Customer, and Customer shall be responsible for all costs incurred based on refusal or failure to take delivery.

5. AUTOMATIC RENEWAL

If Your Products are provided with an option to automatically renew the Product license or subscription, and a Customer elects automatic renewal, each renewal term for the Products will be equal in duration to the initial term for such Products. At any time during a renewal term, the Customer may elect to not renew the Product license or subscription for the forthcoming renewal term, in which case You shall not provide such non-renewed Products after expiration of the then-current renewal term.

6. PROMOTING PRODUCTS

If You promote, market or otherwise advertise ("Promote" or a "Promotion") any Products which are registered for sale via the Services, either by You or by another SoftwareProjects Supplier, whether via the Services or via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:

6.1 When You Promote a Product, You will use the applicable Supplier's trademarks, logos, trade names or service marks in accordance with such Supplier's trademark guidelines, which will either be supplied by SoftwareProjects or set forth in the Supplier’s promotional messaging guidelines , if applicable.

6.2 You will not make any unlicensed or unauthorized use of, or otherwise infringe, violate or misappropriate the intellectual property rights of any entity or individual.

6.3 You will not Promote violence, sexually explicit materials, Products from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.

6.4 You will not Promote any Products or services to children under the age of thirteen (13).

6.5 You will not defame any person.

6.6 You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.

6.7 You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.

6.8 You will not in any way copy the "look and feel" of any third party website, or otherwise imply that the Promotion is in fact a third party website.

6.9 All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures, warnings, labeling, regulatory labeling, and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws and all U.S. federal and state laws, including U.S. Federal Trade Commission ("FTC") regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTC's Endorsement Guidelines.

6.10 SoftwareProjects reserves the right but is not obligated to review Your Promotions. You agree that SoftwareProjects, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, Customer support or other items related to the content of Your Promotions.

6.11 You will provide valid contact information, including but not limited to a working email address and phone number, where SoftwareProjects can send inquiries and receive a non-automated reply by end of the following business day.

6.12 SoftwareProjects does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, legal or regulatory compliance, or timeliness of any information provided by Suppliers, nor is it responsible for any bonuses, prizes or other incentives offered by Suppliers, or otherwise offered by Suppliers via the Services. Your use of any information presented by a Supplier is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that SoftwareProjects does not verify statements, claims, incentives or Promotions made by Suppliers via the Services.

7. EMAIL, TEXT MESSAGES AND TELEMARKETING

7.1 If You send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act"), California Business & Professions Code § 17529.5, and the Children's Online Privacy Protection Act ("COPPA") (Information on the CAN-SPAM Act and COPPA can be found at http://www.ftc.gov/spam/ and http://www.ftc.gov/privacy/privacyinitiatives/childrens.html).

7.2 You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine, or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

7.3 You may not, directly or indirectly, send, initiate or procure the sending of any text message, or use or procure the use of any telemarketing activities, to Promote or sell Products, unless You have received prior written approval from SoftwareProjects. If You receive such approval and You send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the Services, then You represent and warrant that all such text messages or calls will be in full-compliance with all applicable federal and state laws and regulations that apply to sending electronic messages and using telemarketing activities, including without limitation regulations issued by the FTC, the Federal Communications Commission ("FCC"), the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and state laws regarding anti-spam, text messages and Do-Not-Call Registries (Information on these laws can be found at http://transition.fcc.gov/cgb/policy/TCPA-Rules.pdf, http://www.fcc.gov/guides/spam-unwanted-text-messages-and-email, and http://www.ftc.gov/privacy/privacyinitiatives/childrens.html).

7.4 SoftwareProjects reserves the right to immediately suspend and/or terminate your account for any violation of the laws set forth in this Section 7 or guidelines set forth in this Agreement.

8. FEEDBACK

From time to time, SoftwareProjects may request feedback and other information from You about such topics as Your use and experiences with the Services. Feedback includes suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to SoftwareProjects, or otherwise in connection with the Services (collectively, "Feedback"). Providing SoftwareProjects with Feedback is optional. Feedback shall be deemed to be non-confidential and non-proprietary and SoftwareProjects shall have no obligation of any kind with respect to such Feedback, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of SoftwareProjects. You hereby grant to SoftwareProjects and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose Feedback for any purpose and in all forms and all media whether now known or to become known in the future. SoftwareProjects has the right to reproduce, adapt, publish, translate, distribute, and display all or parts of Your Feedback along with Your first name and last initial, and local geographic area, as determined by SoftwareProjects in its sole discretion, and SoftwareProjects may also use the Feedback in anonymous and aggregate reviews. SoftwareProjects shall have no obligation to compensate You for any Feedback. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to SoftwareProjects with respect to Your Feedback; and (b) Your Feedback and any use thereof by SoftwareProjects will not infringe or violate the rights of any person. You are and shall remain solely responsible for the content of any Feedback You make and acknowledge that SoftwareProjects is under no obligation to respond to or use any Feedback You may provide.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

9.1 You represent, acknowledge and warrant that:

9.1.1 You, Your Products and/or Your Feedback, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any intellectual property rights in any jurisdiction or otherwise contravene any rights of any person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate SoftwareProjects’ Privacy Policy.

9.1.2 You may not: (i) frame, copy or mirror any content forming part of the Services; (ii) reverse engineer the Services or otherwise attempt to derive its source materials; (iii) access the Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Services; (iv) interfere with or disrupt the Services or any data contained therein; (v) attempt to gain unauthorized access to the Services, its related systems or networks; or (vi) use the Services for any unlawful purpose or in violation of the rights of any person.

9.1.3 AS BETWEEN YOU AND SoftwareProjects, THE SERVICES ARE DELIVERED "AS IS" AND YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SoftwareProjects DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SoftwareProjects HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. NEITHER SoftwareProjects NOR ITS RELATED COMPANIES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE PRODUCTS AND/OR SERVICES.

9.1.4 ALL PRODUCTS PURCHASED ON OR THROUGH THE SITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SoftwareProjects HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS LISTED OR PURCHASED ON OR THROUGH THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SoftwareProjects HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES OR REGULATION, OR MISAPPROPRIATION.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

10.1 IN NO EVENT SHALL SoftwareProjects OR ITS RELATED COMPANIES, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SERVICES OR PRODUCTS, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, WHETHER OR NOT SoftwareProjects IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ENTIRE LIABILITY OF SoftwareProjects (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST SoftwareProjects OR ITS RELATED COMPANIES. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES, OR INFORMATION OFFERED THROUGH THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF SoftwareProjects SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

10.3 You shall indemnify, defend and hold harmless SoftwareProjects and its related companies, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, costs of investigation, defense, court costs and reasonable attorneys' and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Services; (c) Your Products or Promotions (as defined below); and/or (d) Your negligence, gross negligence or willful misconduct (each, a “Claim”).

10.4 Upon receiving notice of a Claim for which SoftwareProjects is entitled to indemnification by You, SoftwareProjects shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by SoftwareProjects will require SoftwareProjects' prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) SoftwareProjects may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at SoftwareProjects’ own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to SoftwareProjects’ use of such counsel.

10.5 In the event that SoftwareProjects incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Products or Promotions, including copyright infringement complaints, SoftwareProjects reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by SoftwareProjects up to a maximum of ten thousand dollars ($10,000) per event. In the event that SoftwareProjects incurs any losses relating to Your violation of SoftwareProjects’ Email/Text Message/Telemarketing policy, as set forth in Section 7, SoftwareProjects reserves the right, in its sole discretion, first to recover such losses by deducting a reasonable, commensurate amount from any monies owed to You by SoftwareProjects up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that SoftwareProjects retains all rights to indemnification described herein. You authorize SoftwareProjects to make, and release SoftwareProjects from any liability in connection with, any such deductions.

11. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION

11.1 Subject to the terms and conditions of this Agreement and SoftwareProjects’ policies and procedures, SoftwareProjects shall use commercially reasonable efforts to provide the Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that SoftwareProjects may undertake from time to time; or (iii) causes beyond the reasonable control of SoftwareProjects or that are reasonably unforeseeable by SoftwareProjects, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that SoftwareProjects is not liable for these periodic interruptions in availability of the Services, whether the fault of SoftwareProjects or some third-party, and further acknowledge that SoftwareProjects does not guarantee access to the Services on a continuous and uninterrupted basis.

11.2 SoftwareProjects may decline, delist or halt sales or Promotion of any Product from the Site, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.

11.3 SoftwareProjects, in its sole discretion, may suspend or terminate Your account(s), or retain any or all funds in Your SoftwareProjects account, if SoftwareProjects suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to SoftwareProjects at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, or Your account becomes dormant as defined in our Payment Policy and/or has a negative balance, SoftwareProjects will have the right to immediately suspend or terminate Your Account and Your rights to access, use and/or otherwise participate in the Services, and to exhaust all rights and remedies available to it in order to recoup any amounts due and owing to SoftwareProjects. Upon such termination, You agree to immediately cease all use of the Services and SoftwareProjects intellectual property. Without limiting the foregoing, SoftwareProjects shall have the right to immediately terminate Your access and use of the Services, or any portion thereof, in the event of any conduct which SoftwareProjects, in its sole discretion, considers to be unacceptable.

11.4 SoftwareProjects, in its sole discretion, may keep an ongoing allowance reserve for your account. An allowance is a small portion of your earnings that will be held in reserve to cover any refunds that occur after you have received your portion of the sale price. The allowance amount is determined by the average refund rate of the offer you promote and is typically 10%, but could be as much as 100%. If you are promoting an offer with a higher refund rate, the allowance may increase to ensure that your account does not reach a negative balance. Allowances are held for 60 days, to cover the refund window offered by most product owners. The allowance amount will be released every 60 days, and will be included in your next payment cycle following the release date. In the event your account balance is negative, or the system detected significant fluctuation in your volume, the allowance may be held for a longer period of time, but never longer than 6 months. Please see our Payment Policy , which is incorporated by reference into this Agreement, for more information on payments, allowance reserves, and other issues related to payment.

11.5 Following suspension or termination of an account or retaining of funds pursuant to this Section 11, SoftwareProjects will review Your account in a manner determined by SoftwareProjects in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that SoftwareProjects may retain funds in Your SoftwareProjects account as liquidated damages and/or for the benefit of SoftwareProjects or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to SoftwareProjects.

11.6 SoftwareProjects may temporarily withhold any portion of the funds in Your SoftwareProjects account if SoftwareProjects, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with SoftwareProjects or any other person.

11.7 This Clause 10.6 and the following provisions will survive any termination of the Agreement: Sections 1 (Scope), 8 (Feedback), 9 (Representations and Warranties; Disclaimer), 10 (Limitation of Liability; Indemnification), 15 (Notices), 16 (Governing Law), and 22 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. SoftwareProjects's remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.

12. PRODUCT REFUNDS

All refund and exchange requests for Your Products are managed by SoftwareProjects and are made pursuant to the SoftwareProjects Refund Policy, which is: All products and services purchased from SoftwareProjects are covered with a 60 day refund policy. SoftwareProjects does not provide any reimbursement for return shipping fees. SoftwareProjects may extend the Refund Policy at anytime, in its sole discretion. You must comply with the foregoing Refund Policy with regard to your Products.

13. NO GUARANTEE OF VALIDITY.

SoftwareProjects does not endorse, approve, or certify any information provided on or through the Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Services may or may not be current as of the date of Your access, and SoftwareProjects has no duty to update and maintain such information. Additionally, the information provided on or through the Services may be changed periodically without prior notice. All content provided on or through the Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

14. NO PROFESSIONAL ADVICE.

SoftwareProjects provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Services. You understand that SoftwareProjects employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Services, You are not entering into a relationship with SoftwareProjects or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

15. NOTICES

15.1 Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from SoftwareProjects if sent via email, as date stamped by SoftwareProjects’ systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the fifth (5th) business day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.

15.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given if sent by email, mail or express mail to the contact information that is associated with Your account.

15.3 You may submit any consumer complaints concerning SoftwareProjects to support@softwareprojects.com , or by mail to SoftwareProjects Limited, GPL Business Centre 1, Triq il-Ghadam, Mriehel BKR3000, Malta.

16. GOVERNING LAW

16.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of Malta, without giving effect to any Malta conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

16.2 The exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate court sitting in Malta, and You hereby consent to the exclusive jurisdiction of such courts. You expressly waive any rights to contest the jurisdiction, venue or convenience of such court.

16.3 You and SoftwareProjects Inc. expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court. In addition, YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

16.4 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause SoftwareProjects immediate and irreparable harm for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, SoftwareProjects shall be entitled to seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security, even if otherwise normally required. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Delaware or any other court of competent jurisdiction anywhere in the world (at SoftwareProjects’ sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

16.5 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys' fees, from the other party.

17. EXPORT CONTROL

You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You must immediately notify SoftwareProjects in writing. Information on U.S. export control regulations can be found on the Commerce Department's website at http://www.bis.doc.gov, the State Department's website at http://www.pmddtc.state.gov and the U.S. Treasury Department's website at http://www.treas.gov/offices/enforcement/ofac/index.shtml.

18. REQUIRED PERMITS

It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.

19. CONSENT TO ELECTRONIC COMMUNICATIONS

You consent to the use of electronic communications in transacting business with SoftwareProjects, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with SoftwareProjects, You will need to provide SoftwareProjects with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use the Site to place any Orders, and any notices and documents from SoftwareProjects will be provided to You on paper.

20. REPORTING COPYRIGHT INFRINGEMENT AND ABUSE

SoftwareProjects takes claims of copyright infringement seriously. It is SoftwareProjects’ policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any content or materials accessible on the Site or through the Services infringes your copyright, you may request removal of such Products or content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:

• your physical or electronic signature;
• identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;
• identification of the content or materials you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
• adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);
• a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
• a statement that the information in your written notice is accurate; and
• a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
SoftwareProjects’ designated agent to receive DMCA notices is:

SoftwareProjects Limited
Attn: Copyright Agent
GPL Business Centre 1
Triq il-Ghadam, Mriehel BKR3000
Malta
risk@softwareprojects.com

*NOTE: This contact information is for inquiries regarding potential copyright infringement only. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that content or materials on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

21. RESERVATION OF RIGHTS

SoftwareProjects reserves all of SoftwareProjects’ rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that SoftwareProjects may have in and to the Site, the Services, and Products that may be provided on or through the Site or Services. Other than as set forth in this Agreement, the use of SoftwareProjects’ rights and property requires SoftwareProjects’ prior written consent. By making the Services available to you, SoftwareProjects is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of the Site or Services without SoftwareProjects’s prior written consent.

22. GENERAL

22.1 Force Majeure. SoftwareProjects's failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond SoftwareProjects's reasonable control.

22.2 Severability. In the event a court determines a provision of this Agreement to be invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

22.3 Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between You and SoftwareProjects relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between You and SoftwareProjects relating to this subject matter. SoftwareProjects reserves the right to amend this Agreement at any time. When SoftwareProjects amends this Agreement, SoftwareProjects shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.softwareprojects.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Site and/or Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically http://www.softwareprojects.com to inform Yourself of any such changes.

22.4 No Waiver. No delay or failure by SoftwareProjects in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by SoftwareProjects of any provision of this Agreement.

22.5 Assignment. Your Order and this Agreement are personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of SoftwareProjects. Any attempted assignment or delegation by You shall be voidable ab initio by SoftwareProjects. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

22.6 Relationship. This Agreement shall not be construed as creating any agency, partnership or joint venture between You and SoftwareProjects.

22.7 Headings; Interpretation. The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other SoftwareProjects holidays. All time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language and all disputes between the parties shall be resolved in English. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.