IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE SIGNING UP FOR THE SiteGIDGET RESELLER SERVICE.

ACCEPTANCE:

BY CLICKING I AGREE , YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE CANCEL AND CLOSE THIS WINDOW.

This Reseller Agreement ("Agreement") is made, by and between the reseller ("Reseller") and SiteGIDGET™ Technologies L.L.C.. ("SG").

("SG") has developed intellectual property which includes the SiteGIDGET website builder, website templates, pSGographs, clipart, and other intellectual property ("The Application"), which it markets directly to end users and also markets through intermediaries such as a Reseller.

Reseller is in the business of remarketing existing intellectual property ("The Application"), to end users.

Reseller desires to take a license to remarket ("The Application"), pursuant to this Agreement.

NOW THEREFORE, it is agreed:

1. Nonexclusive Appointment

Reseller is hereby appointed a nonexclusive value-added reseller of ("The Application"), pursuant to this Agreement. Reseller accepts such appointment and agrees to serve as a value-added reseller of ("The Application"), to end users as provided herein. This Agreement is not exclusive to Reseller, and ("SG") reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute ("The Application"), and value added versions thereof anywhere in the world.

2. Commissions and payouts

Commission structure, for the ("The Application"), is 40% per referral for the INITIAL SIGNUP paid within 2 weeks, for all other commission sales, 20%, provided that the referral customer continues service un-interrupted for three (3), months, regardless of subscription term (1 month, 3 months, 6 months, 1 year, 2 years) ("Term"), minus any chargebacks and associated fees, and refunds or cancellations. All payments are made within 90 days following the end of the quarter via Paypal ONLY (To sign up for paypal, go to SiteGIDGET.com and click on the Paypal link in the menu). Commission structure is subject to change at any time, to take effect no sooner than the end of the Initial Term of this Agreement, and upon 60 days notice.

3. ("The Application") Changes

("SG") has the right to modify, alter, amend or delete from ("The Application") at any time at its discretion. Reseller agrees not to remove from ("The Application") any copyright notice included therein.

4. Confidentiality

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to website systems, website builders, templates, pSGographs, clipart, object code, source code, marketing plans, business plans, financial information, specifications, flow charts and other ("Application") ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or (iii) is independently developed by or a the receiving party.

5. Relationship of the Parties

It is expressly understood and agreed that the relationship between the parties is solely that of "seller" and "Reseller". Reseller is not, and shall not be, a partner, agent, representative or joint venture of Reseller. Reseller has no authority to assume or create any obligation for or on behalf of ("SG") express or implied with respect to ("The Application") or otherwise.

6. ("SG") Trademarks

a. ("SG") hereby grants to Reseller a limited, nonexclusive right to use ("SG") regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of ("The Application"). Reseller shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Reseller on or within any of ("The Application") or ("SG") website. Reseller will not use ("SG") trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Reseller which indicates Reseller is an authorized reseller of ("SG")) in Reseller's corporate title, or name or in any way that might result in confusion as to separate and distinct identities of Reseller and ("SG"). Upon the expiration or earlier termination of this Agreement, the license granted to Reseller in the Licensed Marks shall immediately terminate and Reseller shall immediately cease and desist all use of the Licensed Marks.

b. Reseller recognizes and acknowledges ("SG")'s ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Reseller's use of such marks shall become the property of ("SG"). Reseller further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of ("SG") or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of ("SG").

7. Term and Termination

a. This Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (90) days prior written notice.

b. In the event of any other breach or default of any material obligation owed by Reseller in this Agreement, then ("SG") may provide notice to Reseller and if such breach of default is not cured within 5 Business Days following such notice, the Agreement may be terminated by ("SG").

8. Limitation of Liability

("SG") WILL NOT BE RESPONSIBLE TO YOU, AND/OR THIRD PARTIES, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR LOSSES, WHICH YOU, AND/OR THIRD PARTIES, MAY INCUR IN CONNECTION WITH YOUR, AND/OR SG'S, AND/OR SG'S MEMBERS', AND/OR THIRD PARTIES', WEBSITES, PRODUCTS, CONTENTS, SERVICES, TOOLS, OR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED BY, THROUGH OR RESIDING ON SG, AND/OR SG'S WEBSITES AND/OR SERVERS, OR ON THE INTERNET GENERALLY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF SG HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. IN NO EVENT SHALL SG'S LIABILITY FOR ANY DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR SG EXCEED FIFTY DOLLARS ($50.00). THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY.

You understand that if you become dissatisfied with the Service, your sole and exclusive remedy will be to discontinue the service.

You understand, warrant, represent guarantee, and agree that ("SG") will not be liable to any third parties for any reason, whether foreseeable or not, including without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through the use of your website. The foregoing shall apply despite any negligence, misconduct, errors or omissions by ("SG"), including without limitation, its employees, representatives, agents or technical operations. You assume sole responsibility for: (a) acquiring any authorizations necessary to use the intellectual property (including, without limitation, copyrights, patents, and/or trademarks) or information of third parties; (b) acquiring any authorizations necessary for hypertext links to third party websites; (c) the accuracy of any materials you exhibit on your website, including, without limitation, website content, descriptive claims, warranties, guarantees, nature and your contact information; and (d) ensuring that your website content does not infringe or violate the intellectual property rights or any other right of any and all third parties. You warrant, represent, and agree that ("SG") shall have no liability and shall be held harmless from any and all content, goods and services available through your website, and/or the quality and/or accuracy of any information contained therein. ("SG") does not, nor will it endorse, warrant or guarantee any product or service offered through your website, and will not be a party to or in any way monitor any transaction between you and third party purchasers of products or services resulting from the Service or use of the website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service or merchandising agreements. ("SG") DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF YOUR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.      

9. Indemnity

You agree to defend, indemnify and hold harmless ("SG") and its officers, directors, employees, resellers and subsidiaries from and against, including, without limitation, any and all claims, proceedings, damages, injuries, liability, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to any acts by you or materials, products, services or information exhibited, transmitted or received by you in connection with the Service, regardless of the type of claim or nature of the cause of action. You agree to indemnify, defend, save and hold harmless ("SG") and its officers, directors, employees, resellers and subsidiaries from and against, including, without limitation, any and all claims, proceedings, damages, injuries, liability, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) that arise from the breach of, or are inconsistent with, the warranties, representations, guarantees and/or agreements made by you in this SiteGIDGET Technologies L.L.C. Reseller Agreement.   

10. Nonexclusive Appointment

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services or by faxcimile;

If to ("SG"):

("SG")

11. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Governing Law

This License shall be governed by, and construed in accordance with, the laws of the State of South Carolina and the federal laws of the United States applicable therein (excluding any conflict of laws rule or principle that might refer to the laws of another jurisdiction).

13. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

14. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

15. Privacy.SiteGIDGET

You hereby acknowledge, represent, warrant and agree to be bound by SG's Privacy Statement located at http://www.SiteGIDGET.com, incorporated herein as if fully set forth hereat. You hereby agree and acknowledge that to the extent you gather any personal information about visitors to your website, you will not share that personal information with any and all third parties without first obtaining that visitor's consent.