WISHPOND TECHNOLOGIES LTD. (“WISHPOND”)

RESELLER AGREEMENT

This Agreement shall govern the terms and conditions pursuant to which a Reseller shall market the Wishpond Program (as defined below).

1.1. Acquisition

Shall mean a monetary transaction made by a Customer who opens a Wishpond account and uses Wishpond services on Wishpond’s Programs.

1.2. Reseller

Shall mean a prospective reseller that has (a) completed the Wishpond application procedure, (b) been attributed to the Wishpond Reseller Program pursuant to Wishpond’s customary tracking protocols, including but not limited to, the use of Wishpond unique reseller identification code, cookies or otherwise, (c) been accepted by Wishpond, in its sole and absolute discretion.

1.3. Marketing

Shall mean any marketing and/or promotional materials relating to Wishpond brands that are promoted by Wishpond as Wishpond deems necessary or appropriate.

1.4. Confidential Information.

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. Wishpond’s Program

Wishpond’s services that are designated as such by Wishpond from time to time.

1.6. Wishpond Application Software.

Wishpond’s collection of software applications that are available to Customers for use on a subscription basis and listed on the Products Tab on the Wishpond website at www.wishpond.com and are designated as such by Wishpond from time to time. These Applications can be signed up from a link to the Wishpond Website via the Reseller’s Website. These applications are covered under the scope of this agreement as part of Wishpond’s Program.

1.7. Customer

Any unique user (business) that has registered for a paid Wishpond account and has been introduced by a Reseller that actively promoted the Wishpond Program and has been accredited by Wishpond to the Wishpond Program. A Customer cannot be a business opened and/or owned by a Reseller and for which that Reseller seeks commissions or compensation pursuant to this Agreement. It will be at Wishpond’s absolute discretion whether or not any particular Customer is accredited by Wishpond to the Wishpond Program.

1.8. Malware and Spyware

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.9. Names and Trademarks

Any names and/or trademarks or any other protected marks associated with Wishpond and Wishpond’s Program.

1.10. Opt-in List

An “opt-in” e-mail address is a list of emails where the individuals on the list have expressly elected to receive e-mails from the Reseller.

1.11. Prospective Resellers

Any other marketing organizations and/or website owners and any entity that may be potential partners of Wishpond.

1.12. Related Entity[ies]

Any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Wishpond; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.13. Territory

Any area, location, territory or jurisdiction as defined by Wishpond from time to time and subject to the terms of use of the Wishpond Program.

1.14. Term

This Agreement shall commence on the date that the Reseller has been accepted by Wishpond to the Wishpond Reseller Program and continue for one year thereafter, unless terminated as set forth in Section 4.1 herein. The Term will automatically renew for successive one-year periods unless either party advises the other party of its intent not to renew at least thirty days prior to the expiration of the then current term or unless otherwise terminated in accordance with Section 4.1.

1.15. Gross Sale Amount

Gross Sale Amount means the actual gross sale price received from the Customer.

2.1. Activities

The Reseller agrees to devote the time and best effort as may, in the opinion of Wishpond, be necessary to effectively sell and promote the sale of the products and to effectively promote the best interest of Wishpond. The Wishpond Reseller agrees to:(a) become familiar with the Wishpond products;(b) furnish customers with information and promotional materials as may be necessary;(c) achieve or exceed the minimum sales target established by the parties from time to time.

The Reseller shall comply with all of Wishpond’s instructions as to terms of sale and the transmittal and acceptance of orders for any Wishpond services. Additionally, the Reseller agrees to be bound by the Wishpond Privacy Policy located at http://corp.wishpond.com/privacy-policy/.

The effective performance of the Reseller’s duties requires the highest level of integrity and Wishpond’s complete confidence in the Reseller’s relationship with other resellers of Wishpond and with all persons dealt with by the resellers. The Reseller is required to ensure that they at all times conduct themselves in a professional, businesslike manner, appropriate to Wishpond’s corporate image.

As a reseller, the Resellers, except as expressly provided for in this Agreement, shall be responsible for all expenses incurred by them in carrying out their duties under this Agreement, including, but not limited to, transportation, meals, lodging and entertainment.

In addition to, and without limiting the provisions of this Agreement, the Reseller shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.2. Marketing

All Marketing will be solely provided by Wishpond alone except where agreed to by Wishpond in writing in advance. Wishpond will provide the Reseller with copies of or access to Marketing. The Marketing is provided “AS IS” AND WITHOUT WARRANTY of any kind.

2.3. Use of Marketing

The Reseller shall not make any representation or warranty as to the quality or performance of the products other than the representations and warranties set forth in the sales promotional material, literature, brochures and printed catalogues provided by Wishpond and the Reseller may not alter, amend, adapt or translate the marketing without Wishpond’s prior written consent.

2.4. E-Mail Internet Marketing

In no event shall the Reseller engage in any e-mail marketing or promotion with respect to Wishpond except as expressly set forth in this Agreement. In the event that the Reseller has an Opt In List, the Reseller may make a written request to Wishpond to send e-mails regarding the offering of Wishpond to the individuals on the Opt-in List. In the event Wishpond approves such request, the Reseller shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, the Reseller shall (a) not send any e-mail regarding Wishpond to any individual or entity that has not requested such information (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding Wishpond.

2.5. Unauthorized & Prohibited Marketing Activities

In addition to the restrictions of Section 2.4 above, the Reseller shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Wishpond, (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Wishpond, (c) make any false, misleading or disparaging representations or statements with respect to Wishpond or (d) engage in any other practices which may affect adversely the credibility or reputation of Wishpond, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party. Competitive brand bidding is forbidden. This is defined as running advertisements that are confusingly similar to Wishpond. Using the word “official” is also forbidden along with registering domains that contain the word “wishpond” in them. URL hijacking is also forbidden.

2.6. Reseller Duty to Inform

The Reseller shall promptly inform Wishpond of any information known to the Wishpond Reseller related to any Customers, prospective partners that could reasonably lead to a claim, demand or liability of or against Wishpond by any third party.

2.7. Reports

The Reseller agrees to prepare and provide to Wishpond periodic reports as and when Wishpond requests on their activities, including analyses of market situations, sales prospects, ongoing negotiations and other information relating to the marketing of the products as Wishpond may require. The Reseller shall furnish the names of and other reasonable information regarding Customers receiving products and shall prepare and submit to Wishpond a written report if requested to do so.

3.1. Fees & Payments

The Reseller shall be entitled to receive the commissions as set forth below under the Reseller Commission Program” (the “Commission”). The Commission shall be due on a periodic basis in accordance with the date of sign up to the Reseller Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Wishpond reserves the right to demand and receive information about any Customer and to assess the competency of such Customer for payments. Wishpond reserves the right to modify the Commission structure and/or the payment terms at any time upon reasonable advance notice to the Reseller. Wishpond shall not be responsible to pay any commissions for a Customer created or owned in whole or in part by a Reseller. The Reseller shall be entitled to receive the commissions as set forth below under the Reseller Commission Program” (the “Commission”). The Commission shall be due on a periodic basis in accordance with the date of sign up to the Reseller Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Wishpond reserves the right to demand and receive information about any Customer and to assess the competency of such Customer for payments. Wishpond reserves the right to modify the Commission structure and/or the payment terms at any time upon reasonable advance notice to the Reseller. Wishpond shall not be responsible to pay any commissions for a Customer created or owned in whole or in part by a Reseller. Affiliate commissions will only be paid on referrals that result in signups to Wishpond self-service platform that do not go through a Wishpond sales representative.

4.1. Termination of Agreement

This Agreement and the relationship created by this Agreement may be terminated by either party at any time, with or without cause, effective immediately upon written notice to the other party. The rights of the Reseller to any Commissions that accrued prior to such notice shall not be divested by the termination of this Agreement. In addition Wishpond shall continue to pay the Reseller for six months from the date this Agreement is terminated provided the Customers continue to make payments to Wishpond except if this Agreement when being terminated by Wishpond is noted as being terminated as a consequence of a material breach of this Agreement, any act of fraud or dishonesty in connection with the performance of this Agreement, execution of an assignment for the benefit of creditors, the filing of any petition in bankruptcy or Reseller soliciting or attempting to switch an existing Customer to a competitor’s service.

4.2. Termination of Customer.

Wishpond may, at any time, upon written notice to the Reseller, cancel any Customer that has been accredited to the Reseller. In such circumstance, the rights of the Reseller to any Commissions in respect of that Customer accrued prior to such notice shall not be divested however Wishpond shall not be obligated to pay the Reseller any Commissions in respect of the Customer subsequent to the cancellation.

4.3. Consequences of Termination

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Marketing and all Confidential Information); (b) the Wishpond Reseller shall immediately cease displaying any Marketing on any Website or otherwise and (c) all rights granted to the Wishpond Reseller hereunder will immediately cease.

5.1. Proprietary Rights of Wishpond

As between the Reseller and Wishpond, the Marketing, all demographic and other information relating to Customers, Prospective resellers and resellers, the systems and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Wishpond or otherwise related to Wishpond, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Wishpond Property”) shall be and remain the sole and exclusive property of Wishpond. To the extent, if any, that ownership of any Wishpond Property does not automatically vest in Wishpond by virtue of this Agreement, or otherwise, the Reseller hereby transfers and assigns to Wishpond, upon the creation thereof, all rights, title and interest the Reseller may have in and to such Wishpond Property, including the right to sue and recover for past, present and future violations thereof.

5.2. Wishpond Trademarks

During the term of this Agreement, Wishpond hereby grants to the Reseller a limited, revocable, non-exclusive and non-transferable license to display the Wishpond trademarks, solely as necessary to perform the Reseller’s obligations under this Agreement. The Reseller acknowledges and agrees that: (a) it will use the Wishpond trademark only as permitted hereunder; (b) it will use the Wishpond trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Wishpond; (c) the Wishpond trademark are and shall remain the sole property of Wishpond; (d) nothing in this Agreement shall confer in the Wishpond Reseller any right of ownership in the Wishpond trademark and all use thereof by the Reseller shall inure to the benefit of Wishpond; and (e) the Reseller shall not, now or in the future, contest the validity of any Wishpond trademarks or use any term or mark confusingly similar to any Wishpond Trademark.

5.3. Compliance with Other Agreements

The Reseller represents and warrants to Wishpond that the execution of this Agreement by the Reseller and the Reseller’s performance of their obligations under this Agreement do not and will not, with or without the giving of notice or the passage of time conflict with, result in the breach or termination of, or constitute a default under any agreement to which the Reseller is a party or by which the Reseller is or may be bound.

5.4. Intellectual Property

The Reseller agrees that Wishpond will have exclusive ownership in all copyright, patents, trademarks, ideas, discoveries, inventions, formulae, techniques, processes, know how, trade secrets, applications, designs, products and other intellectual and proprietary property, including all expressions of such intellectual and proprietary property in tangible form, which are used in or relate to Wishpond’s business and which is conceived of or is made for the Reseller or its subsidiaries or affiliates during the period of time the Reseller and Wishpond have contractual relations (together, “Inventions”). This will be the case, whether or not an Invention is: (i) capable of being protected by copyright, patent, industrial design, trade mark or other similar legal protection, (ii) conceived or made by him alone or jointly with others. The Reseller agrees that the terms of this Agreement apply to any and all Inventions, whether conceived of prior to, or after, the execution of this Agreement. However, this section will not apply to any Invention which The Reseller develops if such invention (i) was not within the scope of Wishpond’s business, (ii) was developed without the use of confidential and proprietary information of Wishpond, and (iii) was developed without the use of any of Wishpond’s corporate resources.

The Reseller hereby assigns to Wishpond all rights, title and interest which he may now or in the future have in and to the Inventions, effective at the time each is created, including, without limitation, all copyrights, trade-marks, trade secrets, trade names, service marks, patents and other applicable protections or extensions, renewals or reissues thereof which have been or may be granted or obtain with respect to the Inventions in any jurisdiction pursuant to any domestic laws or international conventions, unions, agreements, acts or treaties (the “Intellectual Property Protections”), and the Reseller waives his moral rights to any and all copyrights subsisting in the Inventions. If required by Wishpond, the Reseller will sign any applications or other documents Wishpond may reasonably request: (i) to obtain or maintain Intellectual Property Protections for the Inventions, (ii) to transfer ownership of the Inventions and/or Intellectual Property Protections to Wishpond or to such nominee(s) as Wishpond may designate, and (iii) to assist Wishpond in any proceeding necessary to protect and preserve the Inventions and/or Intellectual Property Protections. Wishpond will pay for all expenses associated with preparing and filing such documents. The parties acknowledge and agree that the provisions of this Section 5.4 shall survive any termination of this Agreement.

5.5. MNDA and Terms and Conditions

This agreement is subject to the Mutual Non Disclosure Agreement (MNDA). All provisions of this agreement are further governed by the Terms and Conditions located at http://corp.wishpond.com/terms-conditions/ and all Customers whether licensed directly by Wishpond or by the Reseller are also subject to these same terms and conditions. It shall be the Reseller’s responsibility to ensure that any Customers that are licensed directly by the Reseller are bound by the Wishpond Terms and Conditions.

5.6. Confidentiality

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. The Reseller agrees to keep in strictest confidence all Confidential Information (as defined) which they may acquire in connection with or as a result of performance of this Agreement relating to the products or the business of Wishpond and not to publish, communicate, divulge or disclose to any unauthorized third party or parties any information, without the prior written consent of Wishpond, during the term of this Agreement or at any time subsequent to it. The term “Confidential Information” includes, but is not limited to information emanating from Wishpond, its associates, affiliates, agents, suppliers or customers or conceived or developed by the Reseller concerning research, development, patent, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and sourcing, systems and procedures.

6.1. Disclaimer of Warranty

Wishpond makes no warranties hereunder, and Wishpond expressly disclaims all warranties, express or implied, including but not limited to, warranties of Customer ability and fitness for a particular purpose. Without limiting the foregoing, Wishpond further disclaims all representations and warranties, express or implied, that the systems do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction, including, but not limited to, the territory. The Reseller understands and agrees that the systems may not satisfy all of the Customers’ requirements and may not be uninterrupted or error free.

7.1. Limitation of Liability

Wishpond shall have no liability with respect to the systems or its obligations under this Agreement including, without limiting the generality of the foregoing, any malfunctions as a result of using Wishpond Services for any indirect, consequential, exemplary, special, incidental or punitive damages even if Wishpond has been advised of the possibility of such damages. In any event, Wishpond’s liability to the Wishpond Reseller under this Agreement for any reason will be limited to the amounts paid to the Reseller by Wishpond during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations and other torts.

7.2. Indemnification

7.2.1. Reseller Indemnification

The Reseller agrees to indemnify, defend and hold harmless Wishpond and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) the Reseller‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) the Reseller’s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to Wishpond granted by the Reseller to any Customer, Prospective Reseller or other third party.

7.2.2. Wishpond Indemnification

Wishpond agrees to indemnity, defend and hold harmless Reseller and the directors, officers, employees, subcontractors and agents thereof (collectively, the Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of (a) Wishpond’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Wishpond’s gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to the Reseller granted by Wishpond to any Customer, Prospective Reseller or other third party.

7.2.3. Notice of Indemnification

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the other party with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the other party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

8.1. Non-Exclusive Remedies

In the event (a) the Reseller markets or promotes Wishpond that promotes the Wishpond Program to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Wishpond under this Agreement and under applicable law, Wishpond shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and the Reseller’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to the Reseller hereunder and (iv) be indemnified for any losses, damages or liability incurred by Wishpond in connection with such violation, in accordance with the provisions of Section 7.2 above.

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

9.2. Independent Contractors

The parties acknowledge and agree that the relationship between the Reseller and Wishpond is not that of employee and employer but the Reseller is an independent contractor and is responsible for any and all payments required to be made as a reseller to any government taxing authority or agency or otherwise. The Reseller hereby agrees to indemnify and hold harmless Wishpond from any and all expenses, costs and liabilities in respect of the same.

9.3. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if delivered by e-mail to the Party to which the same is directed. For Wishpond delivery to support@wishpond.com and for the Reseller delivery to the email address used upon sign up to the Wishpond Reseller Program.

9.4. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

9.5. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Reseller’s services to Wishpond and any and all previous agreements, written or oral, express or implied, between the parties to it or on their behalf, relating thereto are terminated and cancelled and each of the parties releases and forever discharges the other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any agreement. Any modification to this Agreement must be in writing and signed by the parties to it or it shall have no effect and shall be void.

9.6. Assignment

The rights which accrue to Wishpond under this Agreement shall pass to its successors or assigns. The rights of the Wishpond Reseller cannot be assigned.

9.7. Applicable Laws

This Agreement shall be governed, construed and enforced in accordance with the laws of the Province of British Columbia, Canada. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Province of British Columbia, Canada, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

WISHPOND RESELLER COMMISSION Terms

Commission Plan

All Commissions payable to the Reseller will be calculated as follows:

The Reseller shall be entitled to receive Commissions for the Sale of license to use Wishpond Application Software (excluding Wishpond consulting and custom Application development) based on the following Formula:

Formula: 30% x Gross Sale Amount*

The Reseller shall be responsible for determining and allocating commissions to any downstream resellers or other parties that the Reseller chooses to pay commissions to out of the 30% commissions the Reseller is entitled to in this Agreement. The Reseller shall advise Wishpond in writing whether they are paying commissions to other third parties including names, contact information and commission amounts. The Reseller shall indemnify and hold harmless Wishpond from any and all claims from such third parties.

Wishpond shall only be obligated to pay the Commission after the Customer pays the invoice to Wishpond and Wishpond shall thereafter pay the Commission to the Reseller within thirty (30) days.

Payment will be issued to the Reseller on a periodic basis when their account balance has reached $100 USD or more. In the event the periodic revenue has not reached $100 USD, the payment will be held by Wishpond rolled into the next payment window until an account balance of $100 has been reached.

The above is a list of the complete terms and conditions that apply to the Wishpond Reseller Program and by signing up to the program, the Reseller certifies that they have read, met and agreed to all the terms and conditions and disclosures in the Wishpond Reseller Agreement and by being accepted as a Wishpond Reseller, the Reseller shall be deemed to have agreed to and be bound by the terms and conditions set out in this Agreement.

The Parties acknowledge and agree to the above-noted terms.