Merchant Sign-Up

This RevenueWire Merchant Agreement (the "Agreement") is between RevenueWire Inc. ("RevenueWire") and you ("You" or "Your"). By using the RevenueWire services You agree to the following terms and conditions:

1. PRODUCT REGISTRATION

1.1 If You register a product with RevenueWire for sale, You:

1. Warrant that You are the owner of good and marketable title to, or have the right and license to distribute and sell the product(s) that You are registering with RevenueWire, and that You have the necessary rights in and to the product(s) to grant RevenueWire a limitied, non-exclusive right to market, distribute, and sell the product(s) through the RevenueWire services;
2. Warrant that the product(s) are legal and that Your advertising, promotions, and respresentations of Your product(s) are not misleading and in compliance with applicable laws and regulations;
3. Agree that You will not promote, suggest, or imply any warranty or other policy that may conflict with RevenueWire's sales and or return policy;
4. Understand that RevenueWire may be required to adjust the final retail price of the product(s) to account for any applicable sales taxes;
5. Agree to provide RevenueWire with Your current contact information and current technical support and customer support contact information (including without limitation, contact name, email addresses, or telephone numbers if applicable) for the product(s) so that customers who have purchased Your product(s) and RevenueWire support staff can send inquiries and receive a prompt, non-automated reply within two (2) business days;
6. Agree to provide customers of Your product(s) with appropriate contact and technical support pages of Your product(s) in English language, and other applicable languages that Your product(s) are available in. Such information shall be hosted by You at Your own web site; and
7. Agree that Your website is not associated with or contain any illegal activity including without limitation deceptive or misleading advertising or piracy;
8. Agree that Your website does not contain any mechanisms that could be downloaded on to an end users computer without their knowledge or prior consent;

1.2 The promotion of sexually oriented digital goods or services with RevenueWire is strictly prohibited. Sexually oriented digital goods or services include downloaded pictures, text or video content, subscriptions to sexually oriented websites, services for which the purpose is the facilitation of sexually oriented activities, or other content delivered through a digital medium.

2. PROMOTION OF PRODUCTS REGISTERED WITH REVENUEWIRE

2.1 For product sales that will transact through the RevenueWire network, You:

1. Agree when promoting a product via RevenueWire links to only use languages supported by RevenueWire or as otherwise approved in writing by RevenueWire. All content used for the purpose of promoting RevenueWire links must be written in English language or the applicable languages that are offered and supported by RevenueWire;
2. Agree to include information on how an end-user can access information regarding Your Privacy Policy in English language or other languages as offered and supported by RevenueWire;
3. Agree that if You, as the product's licensed distributor or owner, choose to offer a return policy beyond RevenueWire's eight calendar week return limitation, You are responsible for issuing that refund or return independent of RevenueWire or RevenueWire systems or processes.
4. Agree that Your promotions of the product(s) will not involve unlicensed or unauthorized use of materials that may infringe on any copyright, trademark, or any other intellectual property rights of a third party;
5. Agree that You will not engage in any activities that may interfere with RevenueWire's tracking of commissions or the tracking of commissions payable to any third party affiliates such as altering, modifying, eliminating, concealing or otherwise render inoperable or ineffective any site tags, source codes, links, pixels, modules or other data provided by or obtained from RevenueWire, or otherwise impact the natural flow of traffic to the product(s) offered by RevenueWire or any applicable third party affiliates;
6. Agree that Your promotions of the product(s) will not be false or misleading in any way and shall be in compliance with applicable laws and regulations;
7. Agree that if Your promotions of the product(s) on the website You use to promote RevenueWire links include any terms or conditions such as promising customer rebates, discount coupons, tickets, or vouchers in connection with their purchase of the product(s), You acknowledge and agree that RevenueWire is not obligated nor financially responsible for any such customer rebates, discounts, coupons, tickets, or vouchers offered by You;
8. Agree that Your promotions of the products(s) will not include any material that contains viruses, spyware, adware, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, or telecommunications equipment;
9. Agree that Your promotions of the product(s) will not include any programs designed to send unsolicited advertisements, or any programs designed to harvest or collect the personal information of Internet users without the express consent of such users;
10. Understand that Your promotions of the product(s) You are transacting via RevenueWire links are subject to review at any time and agree that RevenueWire may demand changes to Your product promotions, delivery pages, customer support information, or other related items if RevenueWire deems in its sole discretion that such changes are required in order for You to comply with the terms and conditions of this Agreement;
11. Understand that Your promotion of the product(s) via RevenueWire links are subject to review at any time, and failure to comply with any of these terms and conditions will constitute termination of Your rights to promote the products under this Agreement; and
12. Any and all promotional communications sent by You shall be in full compliance with applicable local laws and regulations governing the promotion and advertising or products via commercial electronic mail or other similar means of electronic messaging (ex: CAN-SPAM Act 2003)

3. PAYMENTS

3.1 If You are registering a product with RevenueWire for sale, You agree to pay RevenueWire the applicable service fees subject to the terms and conditions of RevenueWire's service fee structure. For clarification purposes, you acknowledge and agree that applicable merchant fees will be automatically deducted from any amounts payable to You.

3.2 Service fees will only be payable on completed actions, and only after RevenueWire has received payment for the action. "Action" as defined herein means an end-user's completion of an action such as a click, click-through, sale, registration, impression, or lead as further defined by RevenueWire.

3.3 You shall report any Action reversals on or before thirty (30) days from the date that the Action was reported. Each Action reversal will increase Your account balance by the total service fees paid for the applicable Action at the time the Action was completed and reported.

3.4 You will be responsible for paying and remitting any income taxes or any other applicable taxes on any amounts paid to You by RevenueWire.

3.5 You understand and agree that RevenueWire may temporarily or permanently seize all funds in Your RevenueWire account if we determine in good faith that Your account is associated with:

1. Any illegal activities;
2. False and/or misleading representations, or other violations of applicable local laws and regulations;
3. Disregard for, or breach of RevenueWire's rules or policies;
4. Claims or suits against RevenueWire or its employees; or
5. Threats, abusive language, harassment, or other defamatory or slanderous behavior against RevenueWire or its employees.

3.6 You understand and agree that RevenueWire may temporarily hold a portion of the funds in Your RevenueWire account if we determine in good faith that such action is required to secure the payment and performance of all liabilities, obligations, and indebtedness that You may incur with RevenueWire including without limitation reasonable legal fees and costs.

4. TERMINATION

4.1 You may terminate this Agreement at any time by providing written notice to RevenueWire.

4.2 RevenueWire may terminate this Agreement immediately if You breach any term or condition of this Agreement and fail to cure that breach within two (2) business days after receiving written notice of the breach.

4.3 RevenueWire may terminate this Agreement without cause by giving You no less than thirty (30) days prior written notice.

4.4 RevenueWire may, at our sole discretion, immediately and indefinitely disable your account at any time if we have reason to believe that your actions as a merchant may cause financial loss or may incur legal liability for you, any associated entities such as customers and affiliates, or RevenueWire.

4.5 Upon the termination of this Agreement, You agree to immediately cease using any RevenueWire materials.

5. INDEMNIFICATION

5.1 If You are registering products with RevenueWire for sale, You agree to indemnify and hold harmless RevenueWire from and against any damages and costs suffered by RevenueWire in connection with any claims, actions, proceedings, or demands brought by parties arising out of or relating to any infringement of the products being registered by You of any patent, copyright or other intellectually property claim.

5.2 RevenueWire shall indemnify and hold You harmless from and against any damages and costs suffered by You in connection with any claims, actions, proceedings, or demands brought by parties arising out of or relating to the actions of RevenueWire under this Agreement unless such damages, claims or losses have been directly caused by Your willful act or gross negligence.

5.3 Each party's obligation to indemnify the other is subject to the non-indemnifying party:

1. giving prompt written notice to the other party of the applicable third party claim;
2. giving the other party sole control of the defense of such claim;
3. giving reasonable cooperation with respect to the other party's defense, at their own expense; and
4. not admitting liability on behalf of the indemnifying party or entering into a settlement agreement with any third party without the prior written approval of the indemnifying party.

6. REPRESENTATION AND WARRANTIES

6.1 You agree to assume full responsibility for using the RevenueWire services. The RevenueWire services are provided "AS IS" with no warranty except as otherwise stated in writing by RevenueWire. RevenueWire makes no warranty, express or implied, written or oral, including the implied warranties of merchantability or fitness for a particular purpose, or that the RevenueWire services will provide a desired outcome.

6.2 You are not authorized to make any warranty or representation on behalf of RevenueWire for any purpose.

6.3 You do not have the power or authority to obligate or attempt to obligate RevenueWire in any manner whatsoever.

6.4 You shall not represent to any person that You are the agent of RevenueWire, and immediately correct any misunderstanding as to Your status.

7. LIMITATION OF LIABILITY

7.1 In no event shall RevenueWire, to the maximum extent permitted by law, be liable to You (in contract, tort (including negligence) or otherwise) for any indirect, special or consequential loss or damage, interruption of business (including without limitation system outages, server downtime, and affiliate/merchant link errors), or for any loss of profit, goodwill, business reputation or loss of opportunity arising out of or in relation to this Agreement or the performance or non-performance of it even if the possibility of such loss had been brought to Your attention. The maximum extent of either party's liability to the other, whether in contract, tort (including negligence) or howsoever arising under or in relation to this Agreement or the performance or non-performance of a party's obligation under this Agreement shall be limited to $US 500.00. No action, suit, or proceeding shall be brought against either party more than one (1) year following the date of service.

8. GOVERNING LAW

8.1 This Agreement shall be governed exclusively by the laws by the Province of British Columbia and the laws of Canada applicable therein, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You agree that any claim or suit against RevenueWire arising out of or related to this Agreement must be brought non-exclusively in the Courts of the Victoria, British Columbia, and any competent Courts of Appeal therefrom.

9. AMENDMENT/WAIVER

9.1 No provision of this Agreement shall be deemed waived, amended or modified by You, unless such waiver, amendment or modification is in writing and signed by RevenueWire. The failure of a RevenueWire to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by You of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of RevenueWire to enforce each and every such provision thereafter.

9.2 RevenueWire reserves the right to modify the terms and conditions of this Agreement at any time without notice to You. RevenueWire will promptly post any changes to these terms and conditions on its web site and it is Your responsibility to periodically review this Agreement for any changes to ensure that You understand and are in full compliance of these terms and conditions.

10. INDEPENDENT CONTRACTORS

10.1 The relationship between the RevenueWire and You hereunder is that of independent contractors and nothing herein will be deemed to create a joint venture, partnership or agency relationship between the parties for any purpose.

11. ASSIGNMENT

11.1 RevenueWire is entitled to assign this Agreement without Your consent or notice to You, provided that the party to whom this Agreement is assigned agrees to acknowledge Your rights under this Agreement.

12. CONFIDENTIALITY

12.1 You agree to keep confidential and refrain from disclosing information that RevenueWire in its sole discretion deems to be of confidential nature including without limitation commission rates, email addresses, and service fees. Your obligation to protect any confidential information does not apply to any information which You can establish to have been publicly known through no action on Your part, is disclosed upon prior written authorization of RevenueWire, or is required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the RevenueWire is notified immediately of such required disclosure and given the opportunity to seek a protective order.

13. FORCE MAJEURE

13.1 No default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due entirely to causes beyond reasonable control of the party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inaction's of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, or any other cause beyond the reasonable control of such party; provided that the party whose performance is affected by such event gives the other party written notice within (5) business days of such event or occurrence.

14. SEVERABILITY

14.1 If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.