1. Overview
This Reseller Agreement (this "Agreement") is entered into by and between Pro Softnet Corporation and you ("Reseller"), and is made effective as of the date of electronic acceptance.  This Agreement sets forth the terms and conditions of your use of Pro Softnet's Reseller Program ("Reseller Program") for the purpose of selling Pro Softnet products and services (the "Services") to Reseller's own customers.  

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.

The terms "we", "us" or "our" shall refer to Pro Softnet Corp.  The terms "you", "your", "User", "customer" or "Reseller" shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Pro Softnet, in its sole and absolute discretion, may change or modify this Agreement and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to our website(s) ("Site").  You acknowledge and agree that (i) we may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Updated" date at the top of this page) shall constitute your acceptance of this Agreement as last revised.  If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site.  In addition, we may occasionally notify you of changes or modifications to this Agreement by email.  It is therefore very important that you keep your account ("Account") information, including your email address, current.  We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address or any other technical issues outside the control of Pro Softnet.

2. Participation
Subject to the terms and conditions of this Agreement, we grant Reseller a non-exclusive, non-transferable license to resell our Services worldwide. Your Reseller account is non-transferable and cannot be sold separately or in conjunction with the sale of an existing site or business. The Services available for resale may not include all of the Services that Pro Softnet offers for sale. The Services that Reseller chooses to resell are subject to the corresponding product-level agreement, as well as the policies and agreements located on the corresponding product websites.

3. Description of the Reseller Program and Reseller Duties
Reseller Program
The Reseller Program offers a program whereby the Resellers refer their customers to the Pro Softnet Services. We provide the reseller a specific URL to identify their clients' referrals. The Reseller receives 25% of qualifying subscription revenues (explained below) generated by their customers, which will be paid quarterly.

Note that the referred accounts have to be credit card based only. No check-based accounts are allowed. Commission payments are made only from funds actually received. We provide all accounting, customer service and back-office operations. So just sign-up new customers and collect the revenue.

Links on Reseller Site or Product
We will provide the reseller with guidelines and graphical artwork to use in linking to our customized home page. To permit accurate tracking, reporting and referral fee accrual, we will provide the reseller with special "tagged" link formats to be used in all links between our Site and the reseller's site. Links to our Site placed on the reseller's site or product pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links". The Reseller must ensure that each of the links properly utilizes such special link formats. The Reseller will earn the referral fees only with respect to activity on our Site occurring directly through the Special Links; we will not be liable to the reseller with respect to any failure by the reseller to use the Special Links, including to the extent that such failure may result in loss of commission that would otherwise be paid to the reseller pursuant to this Agreement.

Order Processing
We will process the subscription orders placed by customers who follow Special Links from the Reseller's site or product to our site. Upon sign up, an email will be sent to the email address on the customers' account verifying the sign up. If the link in this email is not followed, you may not receive the commission for that account. If a user creates a free account, we will track the Special Links and the Reseller will get the referral fees if they subscribe later. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, returns and handle customer service. We will track sales made to customers who subscribe by using Special Links from the Reseller’s site or product to our site and will make available to the Reseller reports summarizing this sales activity. The form and content of the reports may vary from time to time at our discretion.

Referral Fee Schedule
Reseller will earn referral fees based on Qualifying Revenues according to the referral fee schedule established here. "Qualifying Revenues" include revenues derived from the standard monthly base subscription charge for qualifying Services and may take into account charge backs and bad debt. As such, the referral fee for yearly subscription accounts will be calculated on a pro-rated basis. Qualifying Revenues exclude over use charges, on demand storage charges and credit card processing fees. Accounts created using a discount promotion code will be excluded from this Reseller Program. The current referral fee schedule is 25% of Qualifying Revenues resulting from standard subscription accounts on a recurring basis. We will pay the Reseller referral fees on a quarterly basis (described below). Once the Reseller's referral cancels the service, the Reseller will no longer receive commissions for that subscriber from the date of cancellation.

Referral Fees
For a subscription to be eligible to earn a referral fee, the customer must click-through a Special Link from the Reseller's site or product to our site and sign-up for a paid account.

We reserve the right to verify the 'qualifying revenues' as discussed in the 'Referral Fees' and 'Referral Fee Schedule' paragraphs earned by the partner in the prior periods leading up to the termination of the Agreement and may seek a refund of commissions paid based on the verification of up to a period of 2 years from the termination date.

Inactive Reseller Cancellation
Resellers must stay active by adding at least one new paid Referral per year. In the event that a Reseller's last Referral is more than 12 months old the Reseller's account will be cancelled with email notification.

4. Prices

All prices for Services provided by Pro Softnet to the Reseller are in US currency.

We will not be held responsible for Reseller errors, or for the prices the Reseller is selling our Service(s). We have the right to revise our Service pricing and such revisions shall apply to orders received by us on or after the effective date of the revision.

5. Commission Payments
We pay Reseller referral fees on a quarterly basis. The payout date for commissions earned while participating in the Reseller Program will be within thirty (30) days of the end of each quarter. It is the Reseller's responsibility to confirm that commission payments have been properly received. Many factors may lead to non-receipt of commission payment including incomplete or non-submission of W-9, improper entry of tax identification number, current address not being updated, non-acceptance of PayPal payment, etc. Should a commission payment be incorrect or missed, the Reseller has six (6) months to contact us and rectify the issue. If a commission payment issue is not rectified within the six month period, the Reseller forgoes any errors in commission payment and no back payments to correct errors will be processed.

Commission Payments for Domestic Resellers (Resellers Based in the U.S.)
Domestic Resellers may select to receive commission payments by PayPal or paper check.

i. PayPal®
When signing up for the Reseller Program, you will be requested to enter your PayPal email address. If you do not have a PayPal account, then you can sign up for one here. If an invalid PayPal email address is provided, your commission may be forfeited. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of Pro Softnet and will not be deducted from your commission payment. A ten dollar ($10.00) minimum threshold is required before payment will be made via PayaPal. If you have not earned at least $10.00 in total commission for any given quarter, your commission will be forfeited for that quarter.

ii. Check
Domestic resellers who fail to enter a PayPal email address in the corresponding field during the Reseller sign up procedure will automatically receive their commission payment via paper check. Checks will be mailed to the address provided during sign up.  A ten dollar ($10.00) minimum threshold is required before payment will be made via paper check. If you have not earned at least $10.00 in total commission for any given quarter.

Commission Payments for International Resellers (Resellers Based Outside the U.S.)
International Resellers will receive commission payments via PayPal only. When signing up for the Reseller Program, you will be requested to enter your PayPal email address. If you do not have a PayPal account, then you can sign up for one here. If an invalid PayPal email address is provided, your commission may be forfeited. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of Pro Softnet and will not be deducted from your commission payment. A ten dollar ($10.00) minimum threshold is required before payment will be made via PayaPal. If you have not earned at least $10.00 in total commission for any given quarter, your commission will be forfeited for that quarter.

Charge Backs
In the event a credit card charge back is initiated by a client of the Reseller, we reserve the right to deduct an amount from your commission based on the amount of the charge back. In the event that charges are determined, by us, to be at risk for a charge back, we reserve the right to hold back commission payments for up to one (1) year from the date the commission payment was to be paid to resolve your account and ensure all commission payments are accurate.

6. Term
This Agreement shall begin on the date of acceptance of this agreement by you. The Agreement will be automatically renewed by us on an annual basis starting on January 1st of each year, unless either party submits a notice of non-renewal or the Reseller cancels the account prior to the renewal. In carrying out this agreement, the Reseller will conduct itself in an ethical and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will not bring the reputation of our Services into disrepute.

7. Termination
Either party may terminate this Agreement with or without cause. We reserve the right to terminate this Agreement immediately with or without notice if 1) Reseller fails to conform to any restrictions contained in this Agreement, 2) Reseller performs any activities regarded as illegal, 3) there are any material changes in the ownership and management of the Reseller or the Reseller’s business. Upon the termination of this Agreement, for any reason, the Reseller will immediately cease use of and remove from the Reseller’s site or product, all links to our site, and all trademarks, logos and other materials provided by or on behalf of us to the Reseller pursuant here to or in connection with the Reseller Program.

8. Limitation of Liability
IN NO EVENT SHALL PRO SOFTNET OR ITS AFFILIATES, AGENTS, ADVERTISERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY TO YOU FOR (A) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DATA; (B) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE OR PROFITS OR BUSINESS INTERRUPTION) OR OTHER PECUNIARY LOSS ARISING OUT OF YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE SERVICE OR THE LOSS OF DATA OR FILES STORED THEREIN REGARDLESS OF LEGAL THEORY, WHETHER OR NOT PRO SOFTNET HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT AND THE RESELLER PROGRAM WILL NOT EXCEED THE TOAL REFERRAL FEES PAID OR PAYABLE TO THE RESELLER UNDER THIS AGREEMENT.

9. Representation and Warranties
Reseller represents and warrants that all information provided by Reseller as part of the reseller registration process is complete and accurate. Reseller also represents and warrants that each registration Reseller makes is being done in good faith and that Reseller has no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name.

RESELLER ACKNOWLEDGES AND AGREES THAT PRO SOFTNET MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE RESELLER PROGRAM OR THE SERVICES AND PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON INFRINGEMENT OR ANY IMPLED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

We expressly reserve the right to deny, cancel or transfer any registration that we deem necessary, in our discretion, to protect the integrity and stability of our Services, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Pro Softnet, as well as its affiliates, subsidiaries, officers, directors and employees.

10. Independent Investigation
THE RESELLER ACKNOWLEDGES THAT THE RESELLER HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. THE RESELLER UNDERSTANDS THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE OUR SITES THAT ARE SIMILAR TO OR COMPETE WITH THE RESELLER SITE. THE RESELLER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of California without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles County, and the Reseller consents irrevocably to the jurisdiction of such courts. The Reseller may not assign this Agreement by operation of law or otherwise without our prior written consent. Subject to that restriction this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce the Reseller’s strict performance of any of the provisions of this Agreement will not constitute a waiver of our right to subsequently enforce such provisions or any other provision of this Agreement.