12/30/2002 B
1. Introduction.
In this Ebiz4idiots, Inc eSeller Agreement (this “Agreement”), “you” and “your” refer to you; “we”, “us”, “our” and “Ebiz” refer to Ebiz4idiots, Inc. d/b/a websitepipeline™; and “eSeller” refers to each Ebiz4idiots, Inc™ eSeller. Ebiz provides web-based, e-commerce information, software, products and other services to persons and entities throughout the United States and other countries (the “Business”). In connection with the Business, we have implemented the Ebiz4idiots, Inc™ eSeller program, through which we grant eSellers a license to facilitate sales of the products and services. In the event that we approve your eSeller Application, this Agreement explains our obligations to you and your obligations to us in relation to your appointment as a eSeller.
2. Acceptance of Agreement.
By clicking the icon below entitled “Submit”, you acknowledge that you have read, understand, and accept the terms and conditions of this Agreement, and you agree to be legally bound by all of such terms and conditions.
3. Appointment.
A. In the event that you desire to become a eSeller, you agree to complete the eSeller Application located at www.websitepipeline.com and incorporated herein by reference. You expressly confirm and warrant that the information you submit to us in your eSeller Application is true and accurate in all respects. We reserve the right to approve or reject your eSeller Application for any reason at our sole discretion. We will notify you of approval or rejection within thirty (30) days of our receipt of your eSeller Application.
B. In the event that we approve your eSeller Application, then, subject to the terms and conditions of this Agreement, we hereby appoint you as a eSeller and grant you a license to facilitate sales of Ebiz Products (as defined in Section 30 hereof), and you hereby accept such appointment and agree to perform the obligations and responsibilities of a eSeller strictly in accordance with this Agreement.
C. Based on your eSeller Application, qualifications, and desire, you will be certified at one of 3 levels. Each level will require different levels of training, will have different fee structures, and will give you access to sell different groups of products. The three levels and the associated fees and benefits are described in the websitepipeline™ online toolset.
4. Sales of Ebiz Products and Services.
A. You understand and agree that:
(1) This Agreement confers upon you a personal, non-exclusive, non-transferable, and revocable license to facilitate sales of Ebiz Products. Sales of Ebiz Products may be facilitated by other eSellers. However, sales performance directly attributable to your efforts shall be a prime consideration for the continuation of your privileges pursuant to this Agreement.
(2) No title or ownership in the Ebiz Products is transferred to you by the license described in Section 4.A.(1) above. Until Ebiz Products are purchased from Ebiz by customers, such Products are the exclusive property of Ebiz.
(3) All transactions through which Ebiz Products are sold to customers (whether a customer places an order with Ebiz through a eSeller’s web site or otherwise) are between Ebiz and the customers.
B. We shall, in our sole discretion, determine which Ebiz products and services will be included in the Ebiz Products. The initial Ebiz products and services which will be included in the Ebiz Products are set forth on Schedule B attached hereto. We shall have the right, at any time and from time to time, upon thirty (30) days prior written notice to you, to designate additional products and services to be included in the Ebiz Products and to delete products and services from the Ebiz Products. We shall also have the right, at our sole discretion, to produce and sell products and services which are not included in the Ebiz Products, and to grant other persons and entities licenses to facilitate sales of such products and services.
5. Distribution of Ebiz Products and Services.
You agree and understand that as a eSeller, your primary responsibility is to distribute Ebiz Products to end users of the Product. However, at times, it may be beneficial to both you and Ebiz to have you sell Ebiz Products to parties who intend to resell them either as a stand-alone application or in conjunction with other products and services to another person or entity. These circumstances will be evaluated on a case by case basis and will require the written approval of Ebiz.
6. Sales of Ancillary Products and Services.
A. You understand and agree that:
(1) This Agreement confers upon you a personal, non-exclusive, non-transferable, and revocable license to provide and / or resell Ancillary Products & Services.
(2) You may, at your sole discretion, solicit quotations from Ebiz, as a subcontractor, to provide the Ancillary Products and Services required to execute a project.
(3) All transactions through which Ancillary Products and Services are sold to customers (whether a customer places an order through a eSeller’s web site or otherwise) are between eSellers and the customers. Ebiz is not liable in any way for the fulfillment, execution, or project management of Ancillary Products and Services, nor is Ebiz liable for the collections and distribution of revenue for these products and services.
(4) You may, at your sole discretion, solicit quotations from independent contractors to provide the Ancillary Products and Services required to execute a project. For your reference, Ebiz provides eSellers access to a list of independent contractors, called the freelance network, who have indicated an interest in providing ancillary products and services to Ebiz eSellers and customers. Ebiz does not warrant the work of these independent contractors, nor does Ebiz endorse or guarantee their capabilities. You are solely responsible for soliciting quotes, project managing, and fulfilling the projects and services solicited. Ebiz is not liable in any way for ancillary products and services sold by eSellers.
(5) Sales of Ancillary Products & Services may be facilitated by other eSellers. The distribution of revenue collected for ancillary products and services is the sole responsibility and discretion of the eSellers. Ebiz is not liable for any revenue distribution disputes between eSellers.
B. You shall, in your sole discretion, determine which ancillary products and services will be included in your offering to customers. Some suggested ancillary products and services which may be included in your offering are set forth on Schedule E attached hereto. We have the right, at our sole discretion, to produce and sell products and services which are not included in the Ancillary Products and Services, and to grant other persons and entities licenses to facilitate sales of or resell such products and services.
7. eSeller Responsibilities.
A. You agree to actively promote the sale of Ebiz Products. Such promotion shall include the following:
(1) Prompt submission of customer orders of Ebiz Products to Ebiz (whether such orders are placed through the Web Site (as defined in Section 8.B. hereof) or otherwise), so that we may accept or reject such customer’s order, and if accepted, accomplish the delivery of Ebiz Products to such customer;
(2) Prompt, responsive and courteous assistance to customers with respect to Ebiz Products and in customers’ dealings with Ebiz;
(3) Training purchasers of Ebiz Products (as described in Schedule B attached hereto) with respect to their web sites.
(4) Prompt reporting of customer complaints on Ebiz Products to Ebiz, in writing; and
(5) Conduct of business in a manner which reflects favorably at all times upon Ebiz and the Ebiz Products and the good name, goodwill and reputation thereof.
(6) Maintain up to date knowledge on the Ebiz products.
(7) Maintain a qualified sales force.
B. At your option, you may elect to participate in sales training meetings, conference calls, and question and answer sessions. You agree that all costs associated with sales training meetings are your sole responsibility including, but not limited to, travel expenses, meals, and published training session fees.
C. You agree to use our standard agreements in connection with facilitating sales of Ebiz Products. However, you understand and agree that no agreement will be binding upon us until we have accepted such agreement. You shall represent the foregoing to customers, and, in the event that you fail to represent the foregoing to customers or make any other representations concerning the acceptance of an agreement by Ebiz, such shall be at your sole risk.
(1) The Internet versions of our standard agreements will be included in the Web Site, and customers purchasing Ebiz Products online through the Web Site will be required to accept the terms and conditions of the applicable agreement in connection with their respective purchases. Under no circumstances may you accept the terms and conditions of such an agreement, or otherwise complete an online order of Ebiz Products, for and on behalf of a customer (it being understood that the customer must accept the terms and conditions of the agreement and complete the online order through the Web Site).
(2) For those customers who wish to purchase Ebiz Products other than online through the Web Site, you must use the non-Internet versions of our standard agreements. At your request, we will provide you with the non-Internet versions of our standard agreements. In the event that a customer offers to engage our services by executing such an agreement, you shall cause three (3) copies of the agreement to be executed by the customer, and you shall immediately transmit all three executed originals to us for our review. In the event that we accept the agreement, we will return one fully executed original to the customer and one to you.
(3) You shall not make any modifications to our standard agreements. In the event that you modify our standard agreements in any other manner or use agreements other than our standard agreements to facilitate sales of Ebiz Products, you understand and agree that you are solely responsible for such modifications and such other agreements, and any liability arising therefrom.
(4) You are solely responsible for confirming that the individual(s) completing an online order through the Web Site, or executing a non-Internet version of one of our standard agreements, on behalf of a customer is(are) authorized to take such action and to bind such customer to the terms and conditions set forth in the agreement.
(5) You are solely responsible for ensuring that each customer who desires to purchase Ebiz Products accepts the terms and conditions of the applicable Ebiz agreement either (a) by clicking the “I Agree” icon contained in the Internet version of such agreement, or (b) by executing the non-Internet version of such agreement.
D. You agree to use your own legal agreements, at your sole discretion, when reselling setup and activation fees for Ebiz Products and when selling Ancillary Products and Services to customers. You acknowledge and agree that Ebiz is not qualified to give legal or accounting advice, and that any information provided to you by Ebiz, directly or indirectly, is for example only. You acknowledge and agree that Ebiz strongly recommends seeking professional legal and accounting services when selling or reselling any products and services.
8. Ebiz Responsibilities.
We will assist you in your efforts by providing such technical assistance, training and promotional materials as we deem advisable in our sole discretion. Such assistance shall include the following:
A. In the event that you desire our assistance in registering your desired domain name, you may search for and purchase a domain name at www.15bones.com.
B. We will facilitate the creation of a web site (the “Web Site”) through which customers may research Ebiz Products. The Web Site will be branded with your name and located at your domain name. We agree to equip the Web Site with such functionalities as we deem advisable in our sole discretion. You hereby grant to us all rights which may be necessary to create the Web Site, and you agree to use the Web Site solely for the purpose of promoting and facilitating the sale of Ebiz Products and Ancillary Products and Services strictly in accordance with this Agreement.
(1) The Web Site will include a “Back End Administration System” which will consist of a control panel that enables you to manage the Web Site. Through the Back End Administration System, you will be able to upload Your Information (as defined below) and configure e-mail addresses (@your domain name) for forwarding your e-mails.
(2) In building your Web Site you will have access to all the published modules within the Product Line with the degree of access being determined by your eSeller certification level. The details are explained in the websitepipeline™ online toolset. In addition, Ebiz will make available other informational or educational modules such as a product catalog.
(3) We will provide you with a unique user Name and Password to enable you to access the Back End Administration System. In addition, you will have the ability to modify existing user Names and Passwords. You are solely responsible for preventing the Back End Administration System from being accessed by unauthorized persons and for the security and proper use of such user Names and Passwords. You agree to take all reasonable steps to ensure that such user Names and Passwords are kept confidential, secure, used properly, and not disclosed to unauthorized persons. You shall immediately notify Ebiz in the event you have any reason to believe that such user Names and Passwords have become known to unauthorized persons.
(4) We assume no responsibility for any information which you or any other person uploads into the Web Site (“Your Information”). However, we reserve the right to refuse to allow you to upload any Prohibited Material (as defined in Section 30 hereof) into the Web Site. We also reserve the right to unilaterally delete, remove, or disable access to any Prohibited Material, without advance notice or liability to you. Notwithstanding any of the foregoing, you are solely responsible for Your Information, and you hereby assume all liability for your provision, operation and use of the Web Site. You agree that Ebiz shall be entitled to the maximum protection allowed by law, including, without limitation, 17 U.S.C. § 512.
(5) You expressly agree that you shall not permit any person or entity to maintain any web page within the Web Site.
C. We will host the Web Site on our Internet server, receive and/or store commands or data transmitted to the Web Site by Internet users, and transmit web page data to users’ Internet addresses. You hereby grant to Ebiz all rights which may be necessary to host the Web Site. We may, at our sole discretion, temporarily suspend all web site hosting services for the purpose of repair, maintenance or improvement of any of our systems. You shall not be entitled to any setoff, discount, refund or other credit for such repair, maintenance or improvement, or in the event of any service outage which is beyond our control or which is reasonable in duration. You are solely responsible for preventing password-protected pages and information within the Web Site from being accessed by unauthorized persons, and for any damage caused by such unauthorized access.
D. We will provide you with a username and password to access to the website management and development tools housed at websitepipeline.com.
9. eSeller Setup and Monthly Fees.
As consideration for the services to be performed by Ebiz under this Agreement, you shall pay to Ebiz the amounts set forth in Schedule D attached hereto and incorporated herein by reference, at the times specified therein. You understand and agree that such fees are being paid by you to Ebiz solely as consideration for the services to be provided to you by Ebiz hereunder, namely access to the websitepipeline™ online toolset, facilitating the creation of the Web Site (as described in Section 8.B. hereof), the hosting of the Web Site on Ebiz’s Internet server (as described in Section 17.C hereof), and the software license described in Section 17 hereof.
10. Pricing of and Fee Collection for Ebiz Products – Setup and Activation Fees.
A. We will establish, at our sole discretion, a suggested retail price (the “Suggested Retail Setup Price”) and a eSeller wholesale price (the “Wholesale Price”) for each Ebiz Product, and will post the Suggested Retail Setup Prices and Wholesale Setup Prices in the websitepipeline™ online toolset. We reserve the right to change all or any of the Suggested Retail Setup Prices and Wholesale Prices, at our sole discretion, upon thirty (30) days prior written notice to you.
B. You are responsible for determining the setup prices at which you market Ebiz Products to customers (the “Customer Setup Prices”) and for posting the Customer Setup Prices on the Web Site. In the event that you market an Ebiz Product to a customer at a price less than the Wholesale Setup Price for such Product, you understand and agree that you are solely responsible to pay the full Wholesale Setup Price to Ebiz.
C. You are solely responsible and liable for establishing payment terms and collecting Customer Setup Prices from customers. You understand and agree that you are required to pay to Ebiz the Wholesale Setup Price for the setup or activation of any Ebiz Product ordered by you regardless of your ability to collect. You understand and agree that the setup and / or activation fee(s) is/are due according to the eSeller Payment Terms and Policies set forth in Schedule F attached hereto and incorporated herein by reference, at the times specified therein. We reserve the right to change all or any of the eSeller Payment Terms and Policies, at our sole discretion, upon thirty (30) days prior written notice to you. In addition, we reserve the right to change all or any of the eSeller Payment Terms and Policies for other eSellers, at our sole discretion.
D. You understand and agree that you are solely liable, and Ebiz is not liable in any way, for any and all disputes with customers regarding setup fees for Ebiz Products. This includes, but is not limited to, disputes that arise from pricing, payment terms, desired concessions or refunds, misrepresented or misunderstood scope of services offered, and misrepresented or misunderstood functionality of the Ebiz Software fulfilled. Furthermore, Ebiz is not obligated to participate in the resolution of, financial or otherwise, disputes related to setup fees for Ebiz Products.
11. Pricing of and Fee Collection for Ebiz Products – Recurring Fees.
A. We will establish, at our sole discretion, a suggested retail price (the “Suggested Retail Recurring Price”) for each Ebiz Product, and will post the Suggested Retail Recurring Prices in the websitepipeline™ online toolset. We reserve the right to change all or any of the Suggested Retail Recurring Prices, at our sole discretion, upon thirty (30) days prior written notice to you.
B. You are responsible for interpreting the recurring prices at which you market Ebiz Products to customers (the “Customer Recurring Prices”) and for posting the Customer Recurring Prices on the Web Site. However, you agree that you shall not market Ebiz Product at Customer Recurring Prices less than the Suggested Retail Recurring Prices. In the event that you market an Ebiz Product to a customer at a recurring price less than the Suggested Retail Recurring Price for such Product, you understand and agree that you are solely responsible for the difference between the Customer Price and the Suggested Retail Recurring Price, and we shall have the right to offset such amount against any commissions or other sums which are due to you hereunder upon the sale of such Product.
C. You are responsible for facilitating the collection of recurring fees for Ebiz Products. This includes providing the customer with the current Customer Payment Terms and Policies, and submitting the customer’s billing information to Ebiz. This may include the customer’s credit card information or bill to contact, phone number, and address. This information shall be submitted to Ebiz when the order is placed for Ebiz Products.
D. Ebiz is solely responsible for the collection of the recurring fees and the enforcement of the Customer Payment Terms and Policies with regards to recurring fees for Ebiz Products.
12. Pricing of and Fee Collection for Ancillary Products and Services.
A. You are solely responsible for determining which Ancillary Products and Services you will offer to customers, and at what prices you will market these services (the “Customer Prices”). You are responsible for communicating these prices to customers.
B. You are solely responsible and liable for establishing payment terms and collecting Customer Prices from customers for any and all Ancillary Products and Services you sell. In the event that you subcontract Ebiz to perform some or all of the Ancillary Products and Services, you agree that Ebiz will take the role of a subcontractor, and will not be responsible for the customer interaction or project management of these services.
C. You are solely responsible and liable for the execution and fulfillment of all Ancillary Products and Services you sell.
D. You understand and agree that you are solely liable, and Ebiz is not liable in any way, for any and all disputes regarding customer fees for Ancillary Products and Services. This includes, but is not limited to, disputes that arise from pricing, payment terms, desired concessions or refunds, and misrepresented or misunderstood scope of services offered. Furthermore, Ebiz is not obligated to participate in the resolution of, financial or otherwise, disputes related to sale of Ancillary Products and Services.
13. eSeller Referral Commissions.
A. The websitepipeline.com website will contain a hyperlink to a new eSeller inquiry form. In the event that an individual submits a new eSeller inquiry form to Ebiz selecting you as the referring eSeller and thereafter is appointed as a eSeller (the “New eSeller”), Ebiz shall pay to you, on a onetime basis, a eSeller Referral Commission. The commission rate, as referenced in Schedule D, will be a percentage of the setup fee paid to Ebiz by the New eSeller. Ebiz reserves the right to change the eSeller Referral Commissions applicable thereto from time to time, at its sole option and discretion, upon thirty (30) days prior written notice to you.
B. In the event that you are referred to Ebiz by another eSeller, you acknowledge that Ebiz may pay to such a eSeller a Referral Commission based upon the setup fee (as described in Section 9 hereof) paid to Ebiz by you.
14. eSeller Training Fees.
A. The websitepipeline.com website will contain a listing of certain Ebiz eSellers who qualify as trainers (the “Training eSeller”). If you require or desire further training above and beyond that provided by Ebiz as part of your eSeller certification, or require or desire to have someone else train one of your customers, then you can choose between having Ebiz or one of the certified training eSellers do the work. In either case, the fee will be negotiated between you and either Ebiz or the certified Training eSeller.
B. Training eSeller eligibility requirements (“Eligibility Requirements”) are posted in the websitepipeline™. Ebiz reserves the right to change the Eligibility Requirements applicable thereto from time to time, at its sole option and discretion, upon thirty (30) days prior written notice to you.
15. Ebiz Direct Sale Referral Commissions.
A. In the event that you identify a project that requires significant custom software and / or database modifications or enhancements to the websitepipeline™ toolset to fulfill, the project may be turned over to Ebiz to pursue. If Ebiz decides to pursue the project, and is successful in securing an order (“Referred Project”) from that customer (“Referred Project Customer”), you shall receive a Direct Sale Referral Commission subject to the limitations set forth below. The Direct Sale Referral Commission is detailed in Schedule D. The amounts of the Ebiz Direct Sale Referral Commissions applicable to referred sales will be posted in the websitepipeline™ as well. Ebiz reserves the right to change the Ebiz Direct Sale Referral Commissions applicable thereto from time to time, at its sole option and discretion, upon thirty (30) days prior written notice to you.
B. A lead given to Ebiz by you will only be eligible for an Ebiz Direct Sale Referral Commission if all of the following conditions were met:
(1) You clearly identify the project as a potential fit for Ebiz’s capabilities and market focus, and you personally speak with the prospective customer about the project requirements prior to turning the lead over to Ebiz.
(2) You organize and participate in an introductory appointment (via telephone or face to face) between Ebiz and the prospective customers that was previously scheduled by you with the customer.
(3) You stay involved and assist in the sales process until the project is secured.
C. You acknowledge that Ebiz may turn over the referral to one of their eSellers for fulfillment and that the eSeller would then pay the referral commission directly to you. In the event that the referral is turned over to an eSeller to fulfill, you agree that Ebiz is not liable in any way for the payment of the referral commission, regardless of your ability to collect the commission from the eSeller.
16. Responsibility for (Optional) Customer Referral Fees.
Ebiz acknowledges that you may offer, at your sole discretion, referring fees to Ebiz customers (the “Referring Customers”) for referrals of new customers (the “New Customers”) who purchase Ebiz Products and Ancillary Products and Services. In the event that this arrangement is made, you understand and agree that you are solely responsible for determining the amount, duration, and conditions of payment. In addition, you are responsible for paying any and all referral fees to the Referring Customers, and you agree that Ebiz is not liable for any such payments, or disputes surrounding those payments.
17. Ebiz Software.
A. Subject to the terms and conditions of this Agreement, Ebiz hereby grants to you a personal, non-exclusive, non-transferable, and revocable license to access and use the Licensed Software (as defined in Section 30 hereof) solely for the purpose of assembling, loading, and managing Client websites using the websitepipeline™ toolset, operating and maintaining the Web Site, and using the Licensed Documentation (as defined in Section 30 hereof) only in support of your authorized use of the Licensed Software.
B. You understand and agree that the Licensed Product and all associated Intellectual Property Rights (as defined in Section 30 hereof) are the exclusive property of Ebiz and constitute valuable assets of Ebiz. No title or ownership in the Licensed Product (as defined in Section 30 hereof) or any of the associated Intellectual Property Rights is transferred to you by the license described in Section 17.A. above.
C. You shall comply with all applicable laws and regulations in using the Licensed Product. You shall not: (1) use the Licensed Product or any portion thereof for any purpose other than that set forth in Section 17.A. hereof; (2) download or otherwise copy all or any portion of the Licensed Product; (3) sell, rent, license, lend, transfer, or otherwise grant rights to the Licensed Product to any other person or entity without the prior written consent of Ebiz; or (4) modify, translate, reverse engineer, decompile, or disassemble all or any portion of the Licensed Software.
D. Upon termination of this Agreement for any reason, you shall immediately return the Licensed Product and all copies thereof to Ebiz.
18. Ownership of eSeller Web Site.
Nothing contained herein shall be construed as granting Ebiz an ownership right in your domain name or in Your Information. However, in the event that Ebiz provides you with a eSeller web site (“Web Site”) for the purposes of promoting your eSeller business, Ebiz shall be deemed the sole author and owner of the Web Site and Intellectual Property Rights in the Web Site, and all other material developed or prepared by Ebiz, or incorporated into any work embodying or derived from any portion of Ebiz’s materials relating to the Web Site, including, without limitation, any software, Hyper Text Markup Language (“HTML”) code, XML code, Java script, Perl script, ASP script, VB script, graphics, and data (collectively, the “Web Site Materials”). Ebiz hereby grants to you a personal, non-exclusive, non-transferable, and revocable license to use the Web Site Materials solely for the purpose of promoting and facilitating sales of Ebiz Products in accordance with the terms of this Agreement.
19. Ownership of the websitepipeline™ Web Site.
You understand and agree that Ebiz shall be deemed the sole author and owner of the websitepipeline™ website and toolset (the “websitepipeline”) and Intellectual Property Rights in the Web Site, and all other material developed or prepared by Ebiz, or incorporated into any work embodying or derived from any portion of Ebiz’s materials relating to the websitepipeline, including, without limitation, any software, Hyper Text Markup Language (“HTML”) code, XML code, Java script, Perl script, ASP script, VB script, graphics, and data (collectively, the “websitepipeline Materials”). You hereby assign to Ebiz any and all rights, title and ownership interests, including any Intellectual Property Rights, which you may have in the websitepipeline Materials or any tangible media embodying websitepipeline Materials. You agree that you shall take all such further actions and shall execute, acknowledge, and deliver any and all further documentation or assignments as Ebiz may require to evidence or perfect Ebiz’s ownership of the websitepipeline Materials. Ebiz hereby grants to you a personal, non-exclusive, non-transferable, and revocable license to use the websitepipeline Materials solely for the purpose of promoting and facilitating sales of Ebiz Products in accordance with the terms of this Agreement.
20. Innovations.
A. Ebiz shall have the sole and exclusive right, title and interest in and to all “Innovations,” which, for the purposes hereof, shall mean all innovations, discoveries, ideas, information, inventions, methods, processes, products, techniques, designs, devices, technology, derivative works, works of authorship, and improvements thereto and physical manifestations thereof (whether or not patentable, protected by copyright, suitable for adoption as trademark or otherwise) that are acquired, conceived, created, developed, or reduced to practice in whole or in part by you (either alone or with others) while you are an eSeller and that (1) relate in any way to the Business, or (2) result in any way from the performance by you of your duties and responsibilities hereunder. You shall promptly and fully disclose all Innovations to Ebiz in writing. Except to the extent expressly otherwise authorized by Ebiz, you shall treat all Innovations as Confidential Information (as defined in Section 30 hereof).
B. You agree to assign and hereby assign to Ebiz (and/or its designee) all of your right, title and interest in and to any and all Innovations. Any and all assignments under this Section 20.B. shall be self-executing. You shall, at the request of Ebiz and without additional compensation, take such further actions (including, without limitation, the provision of assistance in preparing and prosecuting all applications, registration forms, and other documents relating to the acquisition or maintenance of copyrights, trademarks, service marks and/or patents in the United States or other countries, and the provision of such other assistance as may be requested by Ebiz in connection with any legal proceedings involving Innovations) and execute and deliver such other and further instruments (including, without limitation, applications, registration forms, and other documents relating to the acquisition or maintenance of copyrights, trademarks, service marks, and/or patents in the United States or other countries) as Ebiz, in its sole discretion, deems necessary to secure, perfect and maintain Ebiz’s (and/or its designee’s) sole and exclusive right, title and interest in and to any and all Innovations.
21. Intangible Property & Branding.
A. Ebiz grants to you the right to hold yourself out to the public as a eSeller. Ebiz also grants to you a personal, non-exclusive, non-transferable, and revocable license to use Ebiz's trademarks, trade names, service marks and logos during the term of this Agreement solely for the purpose of promoting and facilitating sales of Ebiz Products. All advertising or other material containing Ebiz trademarks, trade names, service marks and logos should be submitted to Ebiz for written approval prior to release. Nothing contained herein shall be construed as granting or conferring upon you any license under any copyrights, patents, or trade secrets of Ebiz.
B. All Ebiz Products sold by you under this agreement may publicly display, at your sole discretion, a “by line” that credits your company name and hyperlinks to your eSeller Web Site.
C. All Ebiz Products sold by you under this agreement will display, at Ebiz’s option, a “by line” that credits the websitepipeline™. This “by line” may be removed upon payment of an agreed upon fee.
22. Ebiz Records and Property.
All documents, data, computer equipment, software, manuals, and any other material or property, whether in written or electronic form, concerning the Business, and delivered to, made available to, or otherwise obtained by you from Ebiz, are the sole and exclusive property of Ebiz. You shall deliver all such materials to Ebiz immediately upon the termination of this Agreement (and before any monies due to you as of the date of termination, if applicable, will be paid by Ebiz to you) unless otherwise agreed by Ebiz, or at any other time when Ebiz so requests, and you shall not retain any copies, notes (including handwritten notes), software, disks, diskettes, CD-ROM’s or similar materials, or excerpts thereof.
23. Non-Disclosure of Confidential Information.
A. You acknowledge that, in and as a result of your appointment as a eSeller, you will have access to and will be entrusted with Confidential Information of a special and unique nature and value to Ebiz and its affiliates and customers. You understand and agree that the right of Ebiz to keep such information confidential constitutes a proprietary right that Ebiz is entitled to protect. In view of the foregoing, and as a material inducement to Ebiz to appoint you as an eSeller, you specifically covenant and agree that:
(1) You shall take all steps which are necessary and reasonable to safeguard the secrecy and confidentiality of, and Ebiz’s proprietary rights to, Confidential Information.
(2) You shall not, at any time during the term of this Agreement, directly or indirectly, disclose any Confidential Information to any individual, firm, company, corporation, association or entity, except as is necessary for the proper performance of your duties and responsibilities hereunder and only as specifically authorized by Ebiz in accordance with procedures established by Ebiz.
(3) Following termination of your appointment as an eSeller, whether voluntary or otherwise, you shall not, directly or indirectly, disclose any Confidential Information to any individual, firm, company, corporation, association or entity other than Ebiz for any reason.
B. If any Confidential Information becomes publicly known or readily accessible through a breach of this Agreement, then for purposes of this Agreement, such Confidential Information shall continue to be treated as Confidential Information, notwithstanding such disclosure.
C. The obligations of secrecy and non-disclosure do not apply to information which you can demonstrate (1) is in the public domain at the time of its initial disclosure; (2) becomes known in the public domain, through no fault of you, prior to disclosure; or (3) is disclosed to you by a party unaffiliated with Ebiz and with the right to disclose, without obligation of confidentiality. Notwithstanding the fact that the Confidential Information has become or becomes known or generally available to the public, you shall not disclose Ebiz’s relationship to or interest in any such information.
D. Notwithstanding anything to the contrary herein, you may disclose or produce any Confidential Information if and to the extent required by any court order or governmental action, provided that any such disclosure shall be made only to the extent so ordered and that you timely notify Ebiz in writing of the same so that Ebiz may intervene in response to such court order or governmental action.
24. Non-Competition.
A. You acknowledge that, through your appointment as an eSeller, you will receive and have access to valuable Confidential Information and other information concerning the nature of the Business and the method of Ebiz’s operations, and that you will become familiar with and have access to valuable confidential procedures, processes, information and materials, all of which are and shall continue to be the property of Ebiz. In view of the foregoing, and as a material inducement to Ebiz to appoint you as an eSeller, you specifically covenant and agree that:
(1) During the term of this Agreement, you shall not: (a) perform any services, directly or indirectly, for any person or entity competing, directly or indirectly, with Ebiz; or (b) sell or market any products or services that compete, directly or indirectly, with Ebiz Products.
(2) During the term of this Agreement, and for a period of twelve (12) months thereafter, you shall be subject to and strictly comply with each and all of the following covenants not to compete with Ebiz in the conduct of its Business:
(a) You will not, directly or indirectly, solicit “E-Commerce Related Business” (which for purposes of this Agreement shall include web site development, web site hosting, domain name registration and related products and services) from any of Ebiz’s customers, vendors, or eSellers with whom you had contact during your appointment as an eSeller, or from prospective customers, vendors, or eSellers of Ebiz. You agree that a prospective customer, vendor, or eSeller of Ebiz is one who is so identified in any Ebiz marketing report or related report, or one who has been provided with a written or verbal proposal by Ebiz or its eSellers at any time during the twelve (12) months immediately preceding the termination of your appointment as a eSeller.
(b) You will not, directly or indirectly, solicit any E-Commerce Related Business from any customer, vendor, or eSeller of Ebiz, including any business or establishment which has or has had a contract or account with Ebiz within the twelve (12) months immediately preceding the termination of your appointment as an eSeller, or any prospective customer, vendor, or eSeller of Ebiz as defined above.
(c) You will not, directly or indirectly, solicit sales of any advertising, sales training, or promotion materials or any kind (including but not limited to audio cassette tapes, video tapes, CD’s, CD-ROM’s, DVD’s, printed literature, electronic literature, on-line presentations or web-site communications, web broadcasts, seminars, conferences, training sessions, meetings, or conference calls) from any customer, vendor, or eSeller of Ebiz, including any business or establishment which has or has had a contract or account with Ebiz within the twelve (12) months immediately preceding the termination of your appointment as an eSeller, or any prospective customer, vendor, or eSeller of Ebiz as defined above.
(3) The duration of your covenants not to compete shall be extended by any period of time during which you are in violation of such covenants not to compete.
25. Reasonableness of Restrictions.
A. You warrant and represent that you have carefully read and considered the provisions of Sections 23 and 24 above, and, having done so, agree that the restrictions set forth in these Sections, including, but not limited to, any time periods of restriction, are fair and reasonable and are reasonably required for the protection of the interests of Ebiz and its officers, directors, shareholders, employees, and eSellers.
B. In the event that, notwithstanding the foregoing, any of the provisions of Sections 23 and 24 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Sections 23 and 24 relating to the time periods of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time periods of restriction and/or related aspects deemed reasonable and enforceable by the court shall become and thereafter be the maximum restriction in such regard, and the restriction shall remain enforceable to the fullest extent deemed reasonable by such court.
26. Remedies for Breach.
Ebiz reserves the right to seek injunctive or other equitable relief against you in any court of competent jurisdiction in the event of a breach or threatened or intended breach of this Agreement by you, or to restrain any act, or to force the taking of any act, deemed by Ebiz to be in the best interest of preserving its intellectual property, patents, trademarks, trade names, service marks, logos or goodwill. You agree that any such equitable relief shall be granted without bond; however, if by statute, rule or court order a bond is required, you agree that said bond shall be in the sum of One Hundred ($100.00) Dollars. Ebiz’s right to seek such equitable relief is in addition to any other remedies available to Ebiz hereunder or at law, which in no way are hereby limited. You also agree that Ebiz may further assert such claims as it might have against you for actual, incidental, consequential, punitive and other damages resulting from the breach of this Agreement. If Ebiz prevails in whole or in part in any legal or equitable action it brings against you, you shall be liable to Ebiz for all reasonable costs, expert witness fees, and attorney fees Ebiz incurs in connection with seeking such legal or equitable relief.
27. Warranty.
ALL EBIZ PRODUCTS SOLD TO CUSTOMERS AND eSellers ARE SOLD BY EBIZ “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFORT TO ACHIEVE PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, AND TITLE. You shall represent the foregoing to customers. In the event that you fail to disclaim all warranties as set forth in previous sentence or make any other representation concerning Ebiz Products, such shall be at your sole risk.
28. Indemnification.
You hereby assume liability for and shall indemnify, defend and hold harmless Ebiz, and each officer, director, shareholder, employee and other agent thereof (each being an “Indemnified Party”) from and against any and all claims, demands, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) incurred by such Indemnified Party in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry, or any settlement thereof, which arises directly or indirectly from or in connection with any action or omission by you which is contrary to the terms of this Agreement or is the result of your negligence, in whole or in part, including, without limitation, the nonfulfillment or breach of any of your covenants, agreements, responsibilities or obligations under Sections 5, 7 , 10, 11, 12, 16, 17, 18, 19, 21, 23, 24, and 27 hereof.
29. Term; Termination.
A. The term of this Agreement shall commence as of the date hereof and shall continue thereafter until terminated as provided herein.
B. If you fail to abide by any material term or condition of this Agreement, Ebiz may, at its option, without limiting any other remedies to which it is entitled, and without oral or written notice to you, suspend the services provided to you by Ebiz hereunder and/or terminate this Agreement. Suspension of services does not relieve you from your obligation to pay any and all accrued fees due to Ebiz for such services, and you agree to pay any such fees without deduction or set-off of any amount. Suspended service may be resumed by Ebiz, at Ebiz’s sole discretion, after Ebiz has received full payment of all amounts due from you hereunder for such services. You shall be responsible for all costs and attorneys’ fees incurred by Ebiz in connection with your breach of this Agreement. Ebiz reserves the right to use self-help to the greatest extent permitted by law, including, but not limited to, electronic remedies.
C. This agreement terminates without liability immediately without notice in the event one or more of the following occurs: the commencement or happening of any occurrence involving an act of insolvency, bankruptcy, dissolution or liquidation of eSeller, a change of ownership or control without Ebiz’s prior written consent; a dishonest act or violation of any law in the conduct of its business by any officer, key employee or principal; eSellers financial condition or the conduct of its business, in the judgment of Ebiz, is such as to endanger the ability of the eSeller to perform its obligations or adversely affect the name, reputation or goodwill of Ebiz or the Products.
D. In addition to Ebiz’s termination rights under Section 29.B. and C., either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the non-terminating party.
E. Upon the termination of this Agreement for any reason, Ebiz shall retain the right to recover all accrued fees due and owing by you to Ebiz for the services provided to you by Ebiz hereunder, and you agree to pay any such fees without deduction or set-off of any amount. In addition, you shall immediately cease and desist using all Ebiz trademarks, trade names, service marks or logos. You shall also immediately cease and desist using the Web Site and the Licensed Product in any way. The licenses granted to you pursuant to Sections 17, 18, 19, and 21 hereof shall expire immediately upon termination of this Agreement.
F. From and after the date of termination of this Agreement, the parties’ obligations hereunder shall cease except for the obligation of Ebiz to pay any accrued commissions and eSeller Referral Commissions pursuant to Sections 13, 14, and 15 of this Agreement, and except for your obligations under Sections 18, 19, 20, 21, 22, 23, 24, 25, 26, and 28 of this Agreement.
G. Upon termination of this agreement, neither party shall be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, or commitments in connection with the business.
30. Certain Definitions.
As used in this Agreement, the terms listed below shall have the meanings which follow them and include the plural as well as the singular. Other terms are defined elsewhere in this Agreement in the context in which they arise.
A. "Confidential Information" means any and all information that is not readily and easily available to or generally known to the public by proper means through sources outside Ebiz and that concerns Ebiz’s business, operations, or affairs, including, without limitation, the following information: information encompassed in Ebiz’s listing files, sales files, and sales associate files; marketing and pricing data and information, rate schedules, techniques, plans and strategies; business plans and strategies, ideas, and research; product information; information concerning prototypes, inventions and software; business methods, techniques and processes; trade secrets (as defined by Section 39-8-10, et seq., of the South Carolina Code of Laws of 1976, as amended); formulae, patterns, compilations, projections, designs, and estimates; methods for technical and sales training of personnel; the nature and content of Ebiz’s contracts and proposals; information concerning existing and prospective business ventures, including the status of negotiations with respect thereto; accounting, tax and other financial information relating to the assets, liabilities, income, expenses, cash flow and any and all other financial matters of Ebiz and its officers, directors, and shareholders; administrative and other internal business records; supplier lists and other information concerning Ebiz’s suppliers, including the status of negotiations and relationships with respect thereto; customer lists and other information concerning Ebiz’s existing and prospective customers, including the status of negotiations and relationships with respect thereto; vendor lists and other information concerning Ebiz’s vendors, including the status of negotiations and relationships with respect thereto; eSeller lists and other information concerning eSellers, including the status of negotiations and relationships with respect thereto; and the names, identities and other information relating to the creditors and debtors of Ebiz. Confidential Information also includes any information described above which Ebiz obtains from its customers or any other party and which Ebiz treats as confidential, whether or not owned or developed by Ebiz.
B. “Ebiz Products” or “Products” means the Ebiz products and services for which you may facilitate sales pursuant to the terms and conditions of this Agreement. This includes, but is not limited to, the products and services identified on Schedule B.
C. “Intellectual Property Rights” means: rights in any patent, copyright, trademark, service mark, trade dress, and trade name; related registrations and applications for registration; trade secrets, know-how and goodwill; and any other proprietary rights.
D. “Licensed Product” means, collectively, the Licensed Software (as defined below) and the Licensed Documentation (as defined below).
E. “Licensed Software” or “Software” means the software identified on Schedule C attached hereto and incorporated herein by reference, and all updates and revisions thereto which may be supplied to you by Ebiz from time to time.
F. “Licensed Documentation” means all documentation, other than the Licensed Software, that is related to such Software.
G. “Prohibited Material” includes, without limitation, any information or material which Ebiz, in its sole discretion, determines is illegal, false, fraudulent, defamatory, libelous, offensive, scandalous, or infringes upon the rights (including, but not limited to, patent, copyright, trademark, service mark, trade secret, privacy, or publicity rights) of others.
H. “Ancillary Products and Services” or “Ancillary Products” means the products and services for which you may resell or directly fulfill to clients, independent of Ebiz, pursuant to the terms and conditions of this Agreement. This includes, but is not limited to, the products and services identified on Schedule E.
31. Miscellaneous.
A. The relationship of you and Ebiz hereunder shall be that of an independent contractor. You understand and agree that, for federal, state and local tax purposes, you will not be treated as an employee of Ebiz with respect to the services you provide to Ebiz, nor for purposes of the Federal Unemployment Tax Act, the Federal Insurance Security Act, or any other federal, state or local law or regulation. You further understand and agree that you are solely responsible for the payment of all applicable federal, state or local income taxes and self-employment taxes that may become due from you as a result of your activities under this Agreement.
B. You understand and agree that your rights, duties and obligations with respect to Ebiz and Ebiz Products are limited strictly by the terms of this Agreement. This Agreement does not constitute you a legal representative or general agent of Ebiz, and you can assume or create no obligations on Ebiz’s behalf, and can make no warranties or product representations not authorized in writing by Ebiz. You shall not use the name “Ebiz4idiots”, “websitepipeline”, “TASPCO”, or any other legal DBA in your domain name or your corporate or business name. You are, and shall remain, an independent contractor and shall do business and hold yourself out to the public under your own name.
C. Nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their permitted assigns, any rights or remedies of any nature whatsoever by reason of this Agreement.
D. You expressly recognize that Ebiz cannot and does not guarantee or warrant that files available for downloading through Ebiz’s Internet server and facilities will be free of infection, viruses, worms, Trojan horses or other means or code that manifests contaminating or destructive properties. You shall be solely responsible for implementing sufficient procedures to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to Ebiz for the reconstruction of any lost data. You also expressly recognize that the Internet contains unedited materials, some of which may be unlawful, indecent, or offensive to you, and access to such materials by you is done at your sole risk.
E. THE PRODUCTS AND SERVICES PROVIDED TO YOU BY EBIZ HEREUNDER ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; EFFORT TO ACHIEVE PURPOSE; QUALITY; ACCURACY; QUIET ENJOYMENT; NON-INFRINGEMENT; AND/OR TITLE. EBIZ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO YOU OR ANY THIRD PARTY AS TO CONTINUOUS AND UNINTERRUPTED SERVICE, SERVICE AT ANY PARTICULAR TIME, OR INTEGRITY OF DATA STORED OR TRANSMITTED VIA EBIZ’S INTERNET SERVER OR VIA THE INTERNET. ANY EFFORTS BY EBIZ TO MODIFY THE PRODUCTS AND SERVICES PROVIDED TO YOU BY EBIZ HEREUNDER SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. IN NO EVENT SHALL EBIZ BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, NOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF EBIZ HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD THEREOF. THE LIABILITY OF EBIZ HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO EBIZ BY YOU HEREUNDER.
F. Notwithstanding any other provision hereof, Ebiz shall not be liable for delays in performing, or failing to perform, in whole or in part, any of its obligations hereunder, due to and for the duration of any event or cause beyond its control, including, without limitation, acts of God or of a public enemy, breakdowns or interruptions of computer networks, servers, or the Internet, or any systems or components thereof, breakdowns or failures of machinery or equipment, strikes, concerted action by employees of labor organizations, boycotts, riots, civil insurrection, war, national emergencies, and governmental restrictions.
G. You hereby grant to Ebiz the right to publicly perform and display the Web Site for the purposes of marketing and advertising Ebiz’s products and services.
H. Anti-Spam Policy. You understand and agree to a zero-tolerance anti-spam policy. You understand and agree that you will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation via email. This includes any email originating from Ebiz servers, or email originating from third party servers that contains any eSelleriation of a domain name or hyperlink to a domain name that is hosted on Ebiz servers. Violation of this policy is grounds for immediate termination of this agreement and the permanent cancellation of any websites, domain names, email accounts, and other Ebiz Products hosted on Ebiz servers without refunds or financial concessions of any kind.
I. If any provision in this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. If and to the extent the provisions of this Agreement conflict with 17 U.S.C. § 512, 17 U.S.C. § 512 shall control.
J. A party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability or constitute a waiver of any rights or remedies such party may have hereunder.
K. This Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Greenville, South Carolina. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of South Carolina, without reference to its conflicts of law rules. The parties agree that any action arising under or in connection with this Agreement shall be brought in the state or federal courts in Greenville County, South Carolina, and the parties hereby waive any rights to assert jurisdiction or venue in any other court.
L. You may not assign your rights and obligations under this Agreement, and any attempted assignment by you of such rights and obligations will be void and of no force or effect. Ebiz may assign its interest hereunder without your consent.
M. This Agreement and the documents or instruments referred to herein contain the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior oral or written agreements or understandings between the parties relating thereto. Except as otherwise provided in Sections 10, 11, 13.A, and 15.A hereof and in Paragraph 2, 3 and 4 of Schedule D attached hereto, this Agreement may not be modified or amended except by a written instrument duly executed by both Ebiz and you.
SCHEDULE A
eSeller Application
The eSeller application is located on the Internet at www.websitepipeline.com
SCHEDULE B
Ebiz Products
The Ebiz products may include but are not limited to the ones on the following list. A current listing may be found in the websitepipeline™ online toolset.
1. Domain Name Registration and Renewal
2. Static Web Site Hosting
· Small Site Hosting (0-10 Megs)
· Medium Site Hosting (11-30 Megs)
· Large Site Hosting (31-75 Megs)
· Jumbo Site Hosting (76-200 Megs)
4. Email Services
· POP3 Email Boxes
· Email Forwarding
6. Websites and Website Administrative Control Panels (Web Driver)
· Website Modules
· eBusiness Integration Web Development Services
7. Advanced Interfaces
· Advanced Text Editor
· Virtual Web Developer Interface
8. Marketing Services
· Search Engine Optimization Program
9. Marketing and training materials including, but not limited to
· Cassette tapes
· Video tapes
· Literature (print or electronic)
· CDs
· DVDs
SCHEDULE C
Licensed Software
The Ebiz Licensed Software may include but are not limited to the items in the following list. A current listing may be found in the websitepipeline™ online toolset.
websitepipeline™ Website and Build Process
Branded Website Program
ASP Components including, but not limited to all variations of the following
· Member Directory
· Shopping Cart Software
· Product Catalog
· Classified Ads
· Business Directory
· Page Sections
· Raw HTML Page
· Appointment Scheduler
· Calendar
· Photo Gallery
· Recipe System
· Form Builder
· Control Panel / Virtual Office / Web Driver
· WebsitePipeline Software, Build Process, and Management Tools
· Bible Search
· Email Newsletter Manager
· Document Audio Video Manager
· Picture Manager
· Weather Feed
SCHEDULE D
Fees for Ebiz Services
1. Setup Fees.
A. As consideration for the creation of the Web Site and access to websitepipeline.com, you shall pay to Ebiz a set up fee as listed. Such amount shall be paid by you to Ebiz immediately upon your acceptance of this Agreement. In the event Ebiz rejects your eSeller Application, Ebiz will refund your entire payment.
B. In the event that you request Ebiz’s assistance in the registration of your desired domain name, you may search for and purchase a name at www.15bones.com.
2. Monthly Fees.
You shall pay to Ebiz a web site hosting and software license fee as listed below, which amount shall be due and payable by you in advance on a monthly basis. Such amount must be paid immediately, and on recurring monthly cycles. The payment will be charged to your credit card automatically. Ebiz reserves the right to change the monthly web site hosting and software license fee upon thirty (30) days prior written notice to you.
· Level 1 – eSeller: Setup Fee - $300; Monthly Fee: $100
· Level 2 – eSeller: Setup Fee - $1,000; Monthly Fee: $150
· Level 3 – eSeller: Setup Fee - $1,500; Monthly Fee: $200
3. Changing websitepipeline™ Access Levels.
A. Upgrading – At your sole discretion and at any time, you may change your websitepipeline™ access level to a higher level. Upon requesting the change, you must pay the setup fee price difference between your current level and the new level you wish to change to and pass the certification test for that level. Your monthly fee will immediately increase to the new fee. In addition, any additional services made available to the higher level will be made available to you.
B. Downgrading – At your sole discretion and at any time, you may change your websitepipeline™ access level to a lower level. You will not be refunded any of the previous setup fees you paid. Your monthly fee will immediately decrease to the new fee. Any services made available to you at the higher level will be terminated.
C. Ebiz reserves the right to change the policies and fees associated with changing the eSeller websitepipeline™ access levels upon thirty (30) days prior written notice to you.
4. eSeller Referral Commissions.
eSeller Referral Commissions will be 50% of eSeller setup fee. Ebiz reserves the right to change the eSeller Referral Commissions upon thirty (30) days prior written notice to you.
5. Direct Sale Referral Commissions.
Direct Sale Referral Commissions will be 10%. Ebiz reserves the right to change the Direct Sale Referral Commission upon thirty (30) days prior written notice to you.
SCHEDULE E
Ancillary Products and Services
Ancillary Products and Services include any product or service that is not an Ebiz product. The following are examples
· Training and support – this may include telephone, email, or face-to-face interaction with customers. Training and support may include initial training on Ebiz Products, and ongoing training and support on the use and maintenance of Ebiz Products.
· Graphics and Creative work – this may include navigation / logo bar graphics, navigation window graphics, website body graphics, website splash page graphics, custom site layout and navigation graphics, Flash development, and cleanup / optimization of existing graphics.
· Copy work – this may include writing copy, transferring copy form paper to electronic format, loading copy from electronic format to the website, and formatting the copy for web presentation.
· Images / Photography – this may include taking photos, converting physical pictures to electronic format, optimizing images / pictures, cropping or altering images, creating thumbnail images, and loading images to the website.
· Data work (i.e. for a product database) – this may include creating database content, keying in data from paper to electronic, converting rough electronic data into an acceptable format, reworking data for proper web presentation, loading the electronic database to the website, creating categories for the database entries, loading the categories into the website, associating the entries to the categories, and cleaning up existing category and entry associations.
· Consulting services – this may include consulting services related to any Ebiz or Ancillary Product or Service offered.
SCHEDULE F
Payment Terms and Policies for Ebiz eSellers
Payment methods accepted:
1) eSeller website setup fee and websitepipeline™ activation fee - credit card (in advance).
2) eSeller website monthly fee and websitepipeline™ monthly fee - credit card (in advance).
3) Activation and setup fees for Ebiz Products – check or credit card (in advance).
4) Ancillary Products and Services subcontracted to Ebiz – Check or credit card (in advance).
Note: All Ebiz Product recurring charges are paid to Ebiz from the customer and fall under the Customer Payment Policies.
