ILF Software Reseller Program Agreement

This ILF Software Reseller Program Agreement ("Agreement") contains the complete terms and conditions between CONSUMER PRODUCT RECOVERY AND FINANCE COMPANY, Inc, d.b.a. LostAndFound.com (“ILF”, “we”, “our”, “us”) and you (“Reseller”, “you”, “your”) regarding your desire to participate in ILF’s Software Reseller Program (the "Reseller Program"), and the establishment of links in order to resell our software from your website or software platform to our website http://www.lostandfound.com or corresponding URLs (“ILF Website”).

By executing this Agreement, you are confirming that you have read this Agreement and agree to be bound by its terms and conditions.

1.Enrollment in the Reseller Program. All participation in the Reseller Program is subject to ILF’s approval, which may be withheld in ILF’s sole discretion. In addition, if you operate more than one website or software platform, each approval is made on a website or platform by website or platform basis. You must submit the URL for each website or software platform for which you are seeking approval. Participation in the Reseller Program does not constitute an employment, broker or agency relationship between you and ILF nor does it create any partnership, joint venture, franchise or sales representative relationship between the parties. To the extent Reseller is a network of third parties, then Reseller shall be responsible to ensure that third parties comply with the terms of this Agreement.

2.Licenses and Use of the ILF’s Logos and Trademarks

2.1.Subject to the terms and conditions of this Agreement, and conditioned on Reseller’s compliance therewith, ILF grants to Reseller a limited, revocable, non-transferable, non-exclusive, worldwide license during the term of this Agreement to use only those ILF marks, trademarks, service marks, trade names, trade dress, logos, graphics and icons specifically designated and provided by ILF ("ILF Marks") solely in connection with the marketing, advertising, and promotion of the ILF Products (as defined below) advertised on Reseller's website or software platform (the “Reseller Site”) (which advertisements must be approved by ILF) and in connection with the graphical/textual Links (as defined below) to the ILF Website. For purposes of this Agreement, “ILF Products” shall mean any and all products purchased through the ILF Website.

2.2 Reseller’s use of the ILF Marks will at all times be subject to the prior written approval of ILF and in accordance with the following:

a) Reseller shall comply with all reasonable guidelines provided by ILF with respect to the graphic reproduction, appearance, and "look and feel" related to the marketing and representation of ILF and the ILF Products;

b) Reseller's use of the ILF Marks shall include the appropriate trademark/service mark symbols and Reseller shall not remove such symbols;

c) Nothing in the Agreement gives Reseller any right, title or interest in the ILF Marks, or any other ILF owned marks. ILF reserves all rights, title and interest in the ILF Marks and the goodwill associated with use of the ILF Marks shall inure solely to the benefit of ILF. All rights not expressly granted in the Agreement are reserved by ILF;

d) The Reseller's right to use the ILF Marks is limited to and arises only out of the license granted hereunder. This license may be immediately terminated upon notice from ILF and shall automatically terminate upon any termination or expiration of this Agreement;

e) Reseller shall not assert the invalidity, unenforceability, or contest the ownership by ILF of the ILF Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice ILF’s right, title or interest in the ILF Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill;

f) Reseller agrees not to register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of the ILF Marks;

g) Reseller acknowledges ILF rights in and to the ILF Marks and any display by Reseller of ILF Marks will inure to the sole benefit of ILF;

h) Reseller may not make any specific representations concerning the quality of any ILF Products, nor that ILF "officially" endorses Reseller in any way, nor that ILF recommends Reseller's products or services over those of any other company or person; and

i) Reseller is not permitted to use the ILF Marks to disparage or parodize ILF, its subsidiaries, products, or services, or for promotional goods, or for products which in ILF reasonable judgment may diminish or otherwise damage ILF goodwill in the ILF Marks, including but not limited to uses that could be deemed to be obscene, violent or otherwise in poor taste or unlawful, or which purpose is to encourage unlawful activities.

3.Usage Guidelines

3.1.Unless otherwise agreed to by ILF, ILF requires that Reseller obtain original digital or camera-ready artwork directly from ILF. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the ILF Marks are permitted.

3.2.All printed materials or visual displays that involve any graphics or color should be presented in color the original colors provided.

3.3.The typeface for the ILF Marks will only be the typeface supplied by ILF.

3.4.Original logo art supplied by ILF can be enlarged or reduced in size, but must be done in exact proportion to the original height and width.

3.5.The ILF logo must only appear in standard size for the allowed Reseller materials, such size to be pre-approved by ILF in accordance with the terms of the Agreement.

3.6.The Reseller's mark(s), name(s) and/or logo(s) must not touch or be placed inside of any part of the ILF logo.

3.7.In ILF review of Reseller's marketing materials, ILF may provide input about whether said materials or displays conform to the brand character. If marketing materials or visual displays are, in the sole opinion of ILF, inconsistent with ILF brand character, ILF can require that such materials be changed prior to any public distribution as set forth in the Agreement.

3.8.In addition to the above, Reseller agrees to fully comply with all Federal Trade Commission regulations related to advertising, including providing all appropriate disclosures relating to this Agreement and the relationship between Reseller and ILF.

3.9.ILF reserves the right to object to unfair uses or misuses of the ILF Marks or other violations of applicable law.

3.10.Permission to use the ILF Marks are subject to written approval by an authorized representative of ILF as to each of Reseller's uses.

4.Limited License to Link to the ILF Website

4.1.Subject to the terms and conditions of this Agreement, and conditioned on Reseller’s compliance therewith, ILF will make available to Reseller a variety of graphic and textual links ("Links") and grant Reseller a limited, revocable, non-transferable, non-exclusive, worldwide license during the term of this Agreement to post the Links on the Reseller Site (only as approved by ILF) to the ILF Website and to direct visitors to the ILF Website in accordance with the terms and conditions of this Agreement. Reseller will not alter or revise the Links without prior approval. With prior express written consent of ILF, Reseller may post Links on the Reseller Site to the ILF Website that do not bear the ILF Marks; provided, however, that Reseller may be required by ILF to display attribution in the form of: “Powered by LostAndFound.com” or similar language.

4.2.Reseller’s use of the ILF graphical and textual Links must comply with the following:

a) The Link between the Reseller Site and the ILF Website must be a direct Link (e.g., no interstitials, pop-up windows or redirects);

b) The Link between the Reseller Site and ILF Website may not be framed or co-branded by Reseller;

c) The Link between the Reseller's Site and ILF Website may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines; and

d) The Link must incorporate a unique "tag" provided by ILF in order to permit accurate tracking, reporting and credit for Commission (defined below) payments. Reseller must ensure that each of the Links properly utilize the ILF tagged link format. Resellers will only earn Commissions with respect to activity on the ILF Website occurring directly through a tagged Links. ILF will not be liable to pay Reseller for Qualified Purchases that are received from untagged Links.

e) The Link must be on an Reseller Site only; placement of Links on third party sites is permissible only with written approval from ILF.

f) Reseller agrees that the use of “cookie-stuffing” techniques that set the ILF tracking cooking without the user actually clicking the Reseller link is strictly prohibited.

5.Advertising Restrictions

5.1.The Reseller Site must have bona fide content and may not simply use or employ domain names which are similar to the ILF Marks or to the ILF Website in order to obtain data submissions (e.g., domain names based on misnomers, pseudonyms, misspellings, typos, similar phonics relating to the ILF Website are not permitted) or incorporate any of the ILF Marks as metatags on any pages on the Reseller Site, nor may Reseller use search engine placements (e.g. purchase of key terms) that are based on the ILF Marks, or domain names based on misnomers, pseudonyms, misspellings, typos, similar phonics relating to the ILF Marks or ILF Website. Reseller will not engineer the Reseller Site in a way that pulls Internet traffic away from the ILF Website, nor will it in any way design the

Reseller Site to copy or resemble the ILF Website or create the impression that the Reseller Site is part of the ILF Website.

5.2. Reseller shall not:

a) have any authority to make or publish any statement, claims, representation or warranty about ILF Products, which could be deemed to be a binding offer, obligation or guarantee by ILF (other than as expressly authorized by ILF in writing);

b) imply any type of affiliation or relationship with ILF, other than that of advertiser;

c) solicit visitors by e-mail;

d) solicit visitors by telemarketing;

e) solicit visitors by pop-up advertisements; or

f) provide cash, points or gifts to entice visitors as an incentive to complete an action on the ILF Website.

6.Order Processing. We will process orders placed by “Referred Customers” (defined as customers referred from Reseller through a Link who follow the Link from the Reseller Site to the ILF Website). We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including ILF’s service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Reseller Site. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Reseller Site and our ILF Website are properly formatted.

7.Qualified Purchases

7.1.ILF reserves the right to cap the maximum number of Qualified Purchases that it will receive from Reseller in a single calendar day. ILF reserves the right to adjust the cap at any time and such adjustments may be communicated to Reseller via e-mail. In any event, Reseller will adjust the cap within one (1) business day.

7.2.ILF will only pay a Commission for our Software Sales, Venue Admin Services, ("Qualified Purchases") that:

a) originate from a lawful click on an approved ILF advertisement (ILF's approved Link, banner advertisement or other approved method of creating a hyperlink between the Reseller Site and the ILF Website) posted on the Reseller's Site, which operates as a textual/graphical hyperlink to the ILF Website;

b) originate from a bona fide visitor with a legitimate interest in making a Qualified Purchase (e.g., the visitor must be at least 18 years of age and provide a legitimate name, property address, telephone number and e-mail address); and

c) are received by ILF during the term of this Agreement, prior to termination.

7.3.Reseller shall not employ any means, method or device to artificially inflate the number of Qualified Purchases or to submit non-bona fide data submissions.

 

7.4.Determination of whether a purchase is a Qualified Purchase shall be made by ILF.

7.5.ILF may chargeback to Reseller (e.g., debit or offset from any amounts owed) any Commissions paid or credited to Reseller with respect to data submissions that were not Qualified Purchases or paid in error or charged back from the end user; the Reseller hereby consents to the same.

7.6.Other than the payment of the Commission, Reseller shall have no claims to any additional compensation, commissions or business derived by or through Qualified Purchases.

7.7.ILF may, from time to time, propose special offers, which will be subject to a separate agreement between ILF and the Reseller.

8.Commission Fee Accrual and Payments

8.1.Commission Fees Accrual. Subject to the terms of this Agreement, ILF will pay the following commissions to Reseller for each Qualified Purchase ("Commission Fees" or "Commissions"), provided that at any given time, no Commission Fee is to be payable unless the Commission Fees owed at that time total $100, and 120 days have elapsed from the sales date (the “Payment Threshold”).

For purposes of this Agreement, “Net Revenue” shall mean gross revenue collected by ILF from a Qualified Purchase of ILF’s Products by a Referred Customer, less any credit card fees, promotions and discounts, customer refunds, sales commissions, or sales, excise, use or value-added taxes.

Commissions will accrue and only become payable once the Reseller provides all relevant tax and payment information. All Qualified Purchases eligible to result in Commissions under this Section must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual.

Commission Fees Calculation

Qualified Purchase by Customer not previously registered with ILF: [20]% of Net Revenue

collected over [12 ]months;

8.2.Payment.

a) Commission Fees will be processed within thirty (30) days after the end of any quarter in which the Payment Threshold is hit, or upon notice from Reseller that the Payment Threshold has been hit, and shall be payable via check or wire transfer.

b) Commission Fees shall be paid based on the current information provided by Reseller to ILF. Reseller is responsible for informing ILF about changes to postal and email addresses, as well as any changes to its name, email address, contact information, banking information, tax identification number, or other information that will impact ILF's ability to issue a valid Commission payment.

c) ILF is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Reseller Commission Fees. PayPal is ILF’s preferred third-party provider for payment of Reseller Commission Fees and ILF can, in its sole discretion, determine if a given third- party provider is acceptable for the transfer of Reseller Commission Fees.

d) Reseller agrees to file any tracking or Commission disputes as well as any other disputes and discrepancies within thirty (30) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after thirty (30) days of the date on which the Qualified Purchase occurred will not be accepted by ILF and Reseller forfeits forever any rights to a potential claim.

e) Each party is responsible for all charges, costs, and taxes, provided that neither party is responsible for any taxes imposed on, or regarding, the other party’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

9.ILF Responsibilities. We will be responsible for providing all information necessary to allow you to make appropriate Links from your Reseller Site to our ILF Website. ILF will solely be responsible for order processing for orders/Qualified Purchases placed by a Referred Customer following a Link from your Reseller Site, for tracking the volume and amount of Qualified Purchases generated by your Reseller Site, and for providing information to Resellers regarding Qualified Purchases statistics. ILF will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related ILF service. Any determination made by ILF regarding the foregoing shall be binding absent manifest error. ILF shall provide Reseller with access to tracking and reporting tools regarding Qualified Purchases. ILF reserves the right to make changes to the ILF Website at any time and after notice is given. Reseller’s continued use of the ILF Website shall constitute its consent to such modification. If ILF suspects that Reseller’s account has been used in a fraudulent manner, ILF reserves the right to deactivate Reseller’s account effective immediately pending further investigation. ILF reserves sole determination in determining fraud and Reseller agrees to be bound by any and all such determinations. Any interruption in the availability of the ILF Website because of technical difficulties does not represent a failure to meet the obligations of this Agreement.

10.Policies and Pricing. Referred Customers who buy ILF Products through the Reseller Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning ILF orders, ILF service, and ILF Products sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for ILF Products sold under the Reseller Program in accordance with our own pricing policies. Prices and availability of ILF Products may vary from time to time, from Reseller to Reseller, and from region to region. Because price changes may affect products that you have listed on your Reseller Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or service.

11.Emails and Publicity. You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages without prior written consent from ILF. ILF, in its sole discretion, reserves the right to reject each e-mail mailing. Additionally, you may only send e-mails containing an ILF Link and/or a message regarding ILF or ILF's Reseller Program to person(s) who have been previously contacted and whom consented to the fact that the you will be sending an e-mail containing ILF information or information about the Reseller Program. Failure by you to abide by

this Section, the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, the Privacy and Electronic Communications Regulations of 2002, as amended, or any comparable laws, rules or regulations in any country from or to which Reseller is accessing the ILF Website that govern email marketing and advertising, in any manner, will be deemed a material breach of this Agreement by you and foreclose any and all rights you may have to any commissions.

12.Term and Termination

12.1.The term of this Agreement shall be continuous, unless and until either party notifies the other in writing, with seven (7) days’ advanced notice, that such party desires to terminate the Agreement.

12.2.This Agreement may be terminated immediately, without penalty, by ILF in the event that Reseller fails to materially perform or materially comply with any of its obligations under this Agreement.

12.3.Upon termination of this Agreement for breach, ILF will be released from all obligations and liabilities owed to Reseller. Termination of this Agreement will not relieve Reseller from any liability arising from any breach of this Agreement.

12.4.Unless otherwise stated, upon termination of this Agreement: (a) Qualified Purchases obtained through Reseller’s efforts shall not constitute a continuation or renewal of this Agreement or a waiver of such termination; (b) Reseller shall not be entitled to Commissions for Qualified Purchases delivered after the date of termination; (c) Reseller shall be entitled only to unpaid and undisputed Commissions, earned by Reseller prior to the date of termination; (d) all rights and licensees granted to Reseller shall immediately terminate and, as such, Reseller will promptly cease all uses of the ILF Marks or the Reseller Program; and (e) Reseller shall return to ILF any Confidential Information, and all copies thereof, in its possession, custody and control.

13.Disclaimers.

13.1.THE ILF WEBSITE IS PROVIDED ON AN "AS IS" BASIS. ILF MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, SECURITY, PERFORMANCE OR FUNCTIONALITY OF THE ILF WEBSITE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE ILF WEBSITE WILL BE ERROR OR VIRUS FREE OR THAT SERVICE WILL BE UNINTERRUPTED) AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. THE ILF WEBSITE IS SUBJECT TO CHANGE AT ANY TIME IN ILF’S SOLE DISCRETION.

13.2.UNDER NO CIRCUMSTANCES SHALL ILF BE LIABLE TO RESELLER; RESELLER’S VISITORS, USERS OR SUBSCRIBERS; OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH RESELLER FOR ANY LOSS, LIABILITIES, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE ILF WEBSITE; AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ILF SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES OR SPECIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF ILF

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE.

13.3.ILF MAKES NO WARRANTIES WITH RESPECT TO THE RESELLER PROGRAM, ANY OFFERINGS MADE THROUGH THE RESELLER PROGRAM, OR AS TO THE CONTINUATION OF OFFERINGS THROUGH RESELLER PROGRAM. ALL OFFERS AND ADVERTISEMENTS THROUGH THE RESELLER PROGRAM SHOULD BE CONSIDERED LIMITED TIME OFFERS.

14. Representations and Warranties. Reseller hereby represents and warrants to ILF that:

14.1.This Agreement has been duly and validly executed and delivered by Reseller and constitutes its legal, valid, and binding obligation, enforceable against Reseller in accordance with its terms;

14.2.The execution, delivery, and performance by Reseller of this Agreement and the consummation by Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of Reseller’s by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties;

14.3.Reseller does not and will not engage in any illegal activity of any type, including but not limited to displaying illegal content on its Reseller Site and/or in its subscription e-mails or offering any illegal goods or services through its Reseller Site and/or subscription e-mails;

14.4.Reseller shall fully comply with all Federal Trade Commission regulations related to advertising, including but not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed;

14.5.Reseller will not place Links to the ILF Website in newsgroups, message boards, unsolicited e-mails or other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources;

14.6.No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Reseller in connection with the execution, delivery, and performance of this Agreement or the taking by Reseller of any other action contemplated hereby;

14.7.There is no pending or, to the best of Reseller’s knowledge, threatened claim, action, or proceeding against it, or any of its Resellers, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of Reseller’s knowledge, there is no basis for any such claim, action, or proceeding;

14.8.During the term of the Agreement, Reseller will not include in the Reseller Site content that is, in ILF’s sole discretion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms of Service or other policies;

14.9.Reseller agrees to assume all responsibility for, and risk associated with, all content it submits, transmits, emails, uploads, links to, displays, disseminates, facilitates access to or otherwise makes available in connection with its participation in the Reseller Program. This includes any reliance on the accuracy, completeness, appropriateness, legality or usefulness of such content. Reseller warrants and represents that it possesses all legal right to, or has obtained all necessary permissions to use any and all content it makes available or uses in connection with its participation in the Reseller Program.

14.10.Reseller will not enable the collection of personally identifiable information of customers or potential customers that would allow Reseller to personally identify such customer or potential customer.

14.11.Reseller will ensure that any and all websites employed by Reseller in connection with its participation in the Reseller Program will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such website’s home page, with a link that contains the words “Privacy, “Legal”, “Terms” or similar language. Such privacy policy shall, in addition to the disclosures about Reseller’s privacy practices, identify the collection, disclosure and use of any information related to an end user that Reseller provides or may provide to ILF. Such privacy policy shall also provide all legally required information on Reseller’s use of tracking devices, including but not limited to cookies, including tracking devices enabled by ILF at Reseller’s request on Reseller’s behalf. Reseller’s website will also include, where required, information regarding the removal of cookies and other tracking devices. As between ILF and Reseller, Reseller shall be required to obtain any end-user’s consent to use tracking devices, including where required, information regarding the option to opt-out or remove cookies/tracking devices in compliance with the Privacy and Electronic Communications (EC Directive) and related provisions of the EU Cookie Law. Upon ILF’s request, Reseller shall provide to ILF proof of the applicable end-user’s consent to use tracking devices and cookies enabled by ILF.

14.12.Reseller will protect, promote and preserve the goodwill associated with its trade name and any customer relationship in connection with its performance hereunder.

14.13.Reseller will be solely responsible for the development, operation, and maintenance of its Reseller Site and for all materials that appear therein, including, but not limited to, the technical operation of the Reseller Site and all related equipment; creating and posting product reviews, descriptions, and references on the Reseller Site and linking those descriptions to the ILF Website; the accuracy and propriety of materials posted on the Reseller Site (including, but not limited to, all materials related to ILF Products); and ensuring that materials posted on the Reseller Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. ILF disclaims all liability and responsibility for such matters; and

14.14.Each Referred Customer and each Qualifying Purchase referred or submitted by Reseller to ILF is valid, genuine, unique and not fraudulent and meets each of the conditions for generating a Commission Fee as provided in this Agreement.

15.Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE RESELLER PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE

RESELLER PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

16.Indemnification. Reseller agrees to indemnify, hold harmless, and defend the ILF, and its officers, directors, shareholders, employees, agents, and representatives for, from, and against any claim, demand, cause of action, loss, expense or liability, including reasonable attorneys’ fees (collectively, “Damages”) arising out of or related to (i) any material breach by the Reseller of its covenants, representations, or warranties hereunder, (ii) any claim that the services or products provided by the Reseller pursuant to this Agreement or the Reseller’s technology infringes a valid United States copyright, patent, trademark, or other proprietary right of a third party, (iii) any Damages caused by the actions or omissions of the Reseller or caused by the operation of its technology or access to its services, including without limitation any Damages for libel, defamation, violation of right of privacy or publicity, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule or regulation throughout the world; and (iv) any Damages caused by the negligence or willful misconduct of the Reseller.

17.Confidentiality. From time to time during the term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, vendor lists, pricing and sales information, products and services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its Representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.

The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and

(C)not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights, or perform its obligations under the Agreement.

18.Additional Terms

18.1.Assignment. Reseller shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of ILF. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.

18.2.Severability. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.

18.3.Waiver. No delay or failure by ILF in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

18.4.Equity. The rights and remedies of ILF are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Reseller acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy.

18.5.Construction. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

18.6.Modification. ILF reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days’ prior written notice to Reseller. If any modification is unacceptable to Reseller, Reseller's sole recourse is to terminate this Agreement. Reseller's continued participation in the Reseller Program after notice of modification to the terms and conditions of this Agreement constitutes Reseller’s binding acceptance to the change.

18.7.Force Majeur. ILF shall not be liable to Reseller by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of ILF.

18.8.Choice of Law and Venue; No Jury. This Agreement has been made in the State of Texas and shall be construed and enforced in accordance with Texas law for contracts made and performed in the State of Texas. Any action to enforce this Agreement shall be brought in the Texas federal courts or state courts (for the County of Travis), the parties hereby by consenting to such exclusive jurisdiction and venue.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

18.9.Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other party.